UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
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:
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third-party tender offer subject to
Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject
to Rule 13e-3. |
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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:
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Rule 13e-4(i) (Cross-Border
Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer) |
This Tender Offer Statement on Schedule TO (this
“Schedule TO”) is filed 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. This 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 hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively, which, together with
any amendments or supplements thereto, collectively constitute the “Offer”.
Item 1. Summary Term Sheet.
The information set forth in the Offer to Purchase under the caption
SUMMARY TERM SHEET is incorporated herein by reference.
Item 2. Subject Company Information.
| (a) | The name, address, and telephone number of the subject company’s principal executive offices are as follows: |
Open Lending Corporation
1501 S. MoPac Expressway, Suite 450
Austin, Texas 78746
(512) 892-0400
| (b) | This Schedule TO relates to the Offer by the Purchaser to purchase all of the issued and outstanding Shares. Based on a representation
provided by Open Lending, as of the close of business on June 26, 2026, there were 118,322,488 Shares issued
and outstanding, 3,544,555 options to purchase Shares, 3,999,711 restricted stock units and 863,594 performance stock units outstanding. |
(c) The
information set forth under the caption THE OFFER - Section 6 (“Price Range of Shares; Dividends”) of the Offer to Purchase
is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
| (a)-(c) | The filing companies of this Schedule TO are (i) ANV and (ii) the Purchaser. The information set forth in the Offer to Purchase
under the following captions is incorporated herein by reference: |
SUMMARY TERM SHEET
THE OFFER - Section 9 (“Certain Information Concerning the
Purchaser and ANV”) and Schedule I attached thereto.
Item 4. Terms of the Transaction.
(a)(1)(i)-(viii), (xii), (a)(2)(i)-(iv),
(vii) The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
INTRODUCTION
THE OFFER - Section 1 (“Terms of the Offer”)
THE OFFER - Section 2 (“Acceptance for Payment and Payment
for Shares”)
THE OFFER - Section 3 (“Procedure for Tendering Shares”)
THE OFFER - Section 4 (“Withdrawal Rights”)
THE OFFER - Section 5 (“Certain U.S. Federal Income Tax
Considerations”)
THE OFFER - Section 12 (“The Merger Agreement; Other Agreements”)
THE OFFER - Section 13 (“Purpose of the Offer and the Merger;
Plans for Open Lending; Statutory Requirements; Approval of the Merger”)
THE OFFER - Section 15 (“Conditions of the Offer”)
THE OFFER - Section 16 (“Certain Legal Matters; Regulatory
Approvals; Appraisal Rights”)
THE OFFER - Section 19 (“Miscellaneous”)
Subsections (a)(1)(ix)-(xi) and (a)(2)(v)-(vi) are
not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a), (b) The information set forth
in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
INTRODUCTION
THE OFFER - Section 8 (“Certain Information Concerning Open
Lending”)
THE OFFER - Section 9 (“Certain Information Concerning the
Purchaser and ANV”) and Schedule I attached thereto
THE OFFER - Section 11 (“Background of the Offer”)
THE OFFER - Section 12 (“The Merger Agreement; Other Agreements”)
THE OFFER - Section 13 (“Purpose of the Offer and the Merger;
Plans for Open Lending; Statutory Requirements; Approval of the Merger”)
Item 6. Purposes of the Transaction and Plans or Proposals.
| (a) | The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |
SUMMARY TERM SHEET
INTRODUCTION
THE OFFER - Section 13 (“Purpose of the Offer and the Merger;
Plans for Open Lending; Statutory Requirements; Approval of the Merger”)
(c) (1)-(7) The information
set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
INTRODUCTION
THE OFFER - Section 7 (“Stock Exchange Listing; Registration
Under the Exchange Act; Margin Regulations”)
THE OFFER - Section 11 (“Background of the Offer”)
THE OFFER - Section 12 (“The Merger Agreement; Other Agreements”)
THE OFFER - Section 13 (“Purpose of the Offer and the Merger;
Plans for Open Lending; Statutory Requirements; Approval of the Merger”)
THE OFFER - Section 14 (“Dividends and Distributions”)
Item 7. Source and Amount of Funds or Other Consideration.
(a), (b), (d) The information
set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE OFFER - Section 10 (“Source and Amount of Funds”)
THE OFFER - Section 18 (“Fees and Expenses”)
Item 8. Interest in Securities of the Subject Company.
(a), (b) The information set forth
in the Offer to Purchase under the following captions is incorporated herein by reference:
THE OFFER - Section 9 (“Certain Information Concerning the
Purchaser and ANV”) and Schedule I attached thereto
THE OFFER - Section 11 (“Background of the Offer”)
THE OFFER - Section 12 (“The Merger Agreement; Other Agreements”)
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
| (a) | The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |
SUMMARY TERM SHEET
THE OFFER - Section 2 (“Acceptance for Payment and Payment
for Shares”)
THE OFFER - Section 3 (“Procedure for Tendering Shares”)
THE OFFER - Section 11 (“Background of the Offer”)
THE OFFER - Section 18 (“Fees and Expenses”)
Item 10. Financial Statements.
Item 11. Additional Information.
| (a) | The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |
SUMMARY TERM SHEET
THE OFFER - Section 7 (“Stock Exchange Listing; Registration
Under the Exchange Act; Margin Regulations”)
THE OFFER - Section 11 (“Background of the Offer”)
THE OFFER - Section 12 (“The Merger Agreement; Other Agreements”)
THE OFFER - Section 13 (“Purpose of the Offer and the Merger;
Plans for Open Lending; Statutory Requirements; Approval of the Merger”)
THE OFFER - Section 15 (“Conditions of the Offer”)
THE OFFER - Section 16 (“Certain Legal Matters; Regulatory
Approvals; Appraisal Rights”)
THE OFFER - Section 17 (“Legal Proceedings”)
| (c) | The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference. |
Item 12. Exhibits.
| Exhibit |
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Description |
| (a)(1)(A)* |
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Offer to Purchase, dated June 29, 2026. |
| (a)(1)(B)* |
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Form of Letter of Transmittal. |
| (a)(1)(C)* |
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Form of Notice of Guaranteed Delivery. |
| (a)(1)(D)* |
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
| (a)(1)(E)* |
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Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
| (a)(1)(F)* |
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Form of summary advertisement, dated June 29, 2026. |
| (a)(5)(A) |
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Press Release, dated June 16, 2026 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Open Lending Corporation, filed with the SEC on June 16, 2026 (File No. 001-39326)). |
| (a)(5)(B) |
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Posting by ANV, via LinkedIn (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by ANV with the SEC on June 17, 2026 (File No. 005-91538)). |
| (b)(1)* † |
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Debt Commitment Letter, dated June 15, 2026, from Blackstone Holdings Finance Co. L.L.C. and Blackstone Alternative Credit Advisors LP to Beacon DC Limited. |
| (d)(1) † |
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Agreement and Plan of Merger, dated as of June 15, 2026 by and among ANV, Purchaser and Open Lending (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Open Lending Corporation, filed with the SEC on June 16, 2026 (File No. 001-39326)). |
| (d)(2) |
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Form of Tender and Support Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Open Lending Corporation, filed with the SEC on June 16, 2026 (File No. 001-39326)). |
| (d)(3)* † |
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Equity Commitment Letter, dated June 15, 2026, from AmTrust Financial Services, Inc. to ANV. |
| (d)(4)* † |
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Equity Commitment Letter, dated June 15, 2026, from Blackstone Holdings Finance Co. L.L.C. and Blackstone Alternative Credit Advisors LP to ANV. |
| (d)(5)* † |
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Nondisclosure Agreement, dated December 21, 2025, by and between ANV Global Services, Inc. and Open Lending. |
| (g) |
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Not applicable. |
| (h) |
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Not applicable. |
| 107* |
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Filing Fee Exhibit. |
* Filed
herewith.
† Certain annexes and schedules
have been omitted pursuant to Instruction 1 to Item 1016 of Regulation M-A. ANV hereby undertakes to furnish supplemental copies of any
of the omitted annexes and schedules upon request by the SEC.
Item 13. Information Required by Schedule
13E-3.
Not applicable.
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: June 29, 2026
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ANV GROUP HOLDINGS LTD. |
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By: |
/s/ Adam Karkowsky |
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Name: Adam Karkowsky |
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Title: Chairman and Chief Executive Officer |
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LAKERS ACQUISITION SUB, INC. |
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By: |
/s/ Adam Karkowsky |
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Name: Adam Karkowsky |
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Title: President |
