STOCK TITAN

Open Lending (LPRO) buyout bid at $3.15 a share gains antitrust and Texas nods

(Neutral)
(Neutral)
Form Type
SC TO-T/A

Rhea-AI Filing Summary

ANV Group Holdings Ltd., through its subsidiary Lakers Acquisition Sub, Inc., is conducting a cash tender offer to purchase any and all outstanding shares of Open Lending Corporation common stock at $3.15 per share, in cash, without interest and less any required withholding taxes. This amendment reports key regulatory milestones. As of July 23, 2026 at 11:59 p.m. Eastern Time, the waiting period under the HSR Act expired, satisfying the tender offer condition tied to U.S. antitrust review. In addition, following commencement of the offer, Open Lending made required merger filings with the Texas Department of Insurance and received notice of the regulator’s non-disapproval of the merger. The offer and subsequent merger remain subject to all other closing conditions described in the transaction documents.

Positive

  • None.

Negative

  • None.
Tender offer price $3.15 per Share Cash consideration offered for each outstanding Open Lending common share
HSR Act waiting period expiry July 23, 2026 11:59 p.m. Eastern Time Time at which the HSR Act waiting period expired, satisfying the antitrust condition
Par value per share $0.01 per share Par value of Open Lending common stock subject to the tender offer
Offer launch date reference June 29, 2026 Date of the Offer to Purchase referenced in the Schedule TO
HSR Act regulatory
"the waiting period under the HSR Act expired"
The HSR Act (Hart‑Scott‑Rodino Antitrust Improvements Act) requires companies in the United States to notify federal regulators and observe a waiting period before completing certain large mergers or acquisitions so authorities can check for anti-competitive effects. For investors it matters because the review can delay or block deals, force changes such as selling assets, and alter the expected value or timing of a transaction—like needing a permit before finalizing a major home renovation.
Offer to Purchase regulatory
"upon the terms and subject to the conditions set forth in the Offer to Purchase"
An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.
Letter of Transmittal regulatory
"and in the accompanying Letter of Transmittal, copies of which are attached"
A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.
non-disapproval regulatory
"received notice from the Texas Department of Insurance of its non-disapproval"
tender offer financial
"Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What price is ANV offering for Open Lending (LPRO) shares in the tender offer?

ANV, via Lakers Acquisition Sub, is offering $3.15 per share in cash for any and all outstanding Open Lending common stock, payable without interest and less any required withholding taxes under the terms of the offer.

What recent antitrust milestone was reached in the Open Lending (LPRO) tender offer?

The waiting period under the HSR Act expired on July 23, 2026 at 11:59 p.m. Eastern Time, satisfying the tender offer condition related to U.S. antitrust regulatory clearance for the transaction.

Are all conditions satisfied for the Open Lending (LPRO) tender offer and merger to close?

No. While the HSR Act waiting period has expired and Texas insurance regulators issued non-disapproval, the offer and merger remain subject to other closing conditions described in the transaction documents.

Who is the offeror in the Open Lending (LPRO) tender offer and how is it structured?

The offeror is Lakers Acquisition Sub, Inc., an indirect wholly owned subsidiary of ANV Group Holdings Ltd.. It has launched a cash tender offer for any and all outstanding Open Lending common shares.

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

SCHEDULE TO
(Amendment No. 2)

 

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

 

OPEN LENDING CORPORATION
(Name of Subject Company)

 

LAKERS ACQUISITION SUB, INC.
(Name of Filing Person (Offeror))

 

ANV GROUP HOLDINGS LTD.
(Name of Filing Person (Parent of Offeror))

 

N/A
(Name of Filing Persons (Other))

 

Common Stock, par value $0.01 per share
(Title of Class of Securities)

 

68373J104
(CUSIP Number of Class of Securities)

 

Jorden Zanazzi
Executive Vice President, Chief Legal Officer
59 Maiden Lane
New York, NY 10038
(646) 458-3307
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)

 

Copies to:
Adam M. Givertz
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
(212) 373-3000

 

 

 

¨Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

xthird-party tender offer subject to Rule 14d-1.

 

¨issuer tender offer subject to Rule 13e-4.

 

¨going-private transaction subject to Rule 13e-3.

 

¨amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

¨Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

¨Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

 

 

 

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO, as amended, filed with the Securities and Exchange Commission on June 29, 2026 by ANV Group Holdings Ltd., a private limited company incorporated under the laws of England and Wales (“ANV”), and Lakers Acquisition Sub, Inc., a Delaware corporation (the “Purchaser”) and an indirect wholly-owned subsidiary of ANV. The Schedule TO relates to the offer by the Purchaser to purchase any and all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Open Lending Corporation, a Delaware corporation (“Open Lending”), at $3.15 per Share, to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 29, 2026 (the “Offer to Purchase”), and in the accompanying Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, which, together with any amendments or supplements thereto, collectively constitute the “Offer”.

 

Except as otherwise set forth in this Amendment, the information set forth in this Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer to Purchase.

 

Item 11. Additional Information.

 

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented by replacing the second paragraph in “The Offer – Section 16 – Certain Legal Matters; Regulatory Approvals; Appraisal Rights – Antitrust” of the Offer to Purchase with the following:

 

“On July 23, 2026 at 11:59 p.m. Eastern Time, the waiting period under the HSR Act expired. Accordingly, the condition of the Offer relating to the expiration or termination of the HSR Act waiting period has been satisfied. The Offer and the Merger remain subject to the other closing conditions disclosed herein.”

 

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following paragraph after the fourth paragraph in “The Offer – Section 16 – Certain Legal Matters; Regulatory Approvals; Appraisal Rights – Other State Takeover Statutes” of the Offer to Purchase:

 

“Following commencement of the Offer, Open Lending submitted to the Texas Department of Insurance the required filings with respect to the Merger and received notice from the Texas Department of Insurance of its non-disapproval of the Merger.”

 

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SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: July 24, 2026

 

  ANV GROUP HOLDINGS LTD.
   
  By: /s/ Adam Karkowsky
  Name: Adam Karkowsky
  Title: Chairman and Chief Executive Officer
   
  LAKERS ACQUISITION SUB, INC.
   
  By: /s/ Adam Karkowsky
  Name: Adam Karkowsky
  Title: President

 

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