Open Lending's Only Bidder Cut Its Offer From $3.50 to $3.15

Eight buyers were contacted and one bid. While the two sides negotiated, certified loan volume kept falling, and the offer followed it down. The merger closed July 30.

The question we left open. On June 18 we covered ANV Group Holdings' agreement to buy Open Lending, the Austin platform that prices near-prime auto loans and arranges the default insurance behind them, and we asked whether the headline 78% premium was conviction or a distressed-asset price. The deal file answers it. Open Lending's Schedule 14D-9 discloses that of the eight potential counterparties its banker contacted, four declined to participate and four signed non-disclosure agreements, and that "No parties other than ANV submitted offers during the market check."4

The price went backwards. The same filing lays out the negotiation. ANV verbally proposed $3.25 per share on January 23, raised to $3.50 in a written indication of interest on February 3, then "indicated it could not proceed at the $3.50 per Share offer price due to recent concerns regarding the Company's recent certified loan volume trends and financial performance and lowered its offer to $3.00 per Share." The company had asked for $3.75. It closed at $3.15.4

What closed. Roughly 101.3 million shares, about 85.57% of those outstanding, were tendered by the July 27 expiration. ANV's subsidiary accepted them for payment on July 28, and the second-step merger closed July 30 under Section 251(h) of Delaware law. Open Lending is now an indirect wholly-owned subsidiary of ANV and no longer trades on Nasdaq.1

Why this is the operator story. Not because a wounded platform sold. Because the file shows what a sale process does to a company whose volume is still declining while the diligence runs. A platform with more than one million loans facilitated since 2000, over $28.5 billion of originations and 447 active lenders drew one bid, and watched that bid fall.7

What Alternative Business Lenders Need to Know

What exactly closed on July 30?

A tender offer and a squeeze-out merger. Open Lending signed the merger agreement with ANV and its acquisition vehicle on June 15, 2026. The offer opened June 29 and expired one minute after 11:59 p.m. New York time on July 27, with 101,256,899 shares validly tendered, about 85.57% of the shares outstanding. ANV's subsidiary accepted those shares for payment on July 28, and on July 30 completed the merger without a stockholder vote under Section 251(h) of the Delaware General Corporation Law, the provision that lets a majority tender substitute for a shareholder meeting.1 A filing the next day recorded the board turnover: Jessica Buss, Abhijit Chaudhary, Eric A. Feldstein, Thomas K. Hegge, Blair J. Greenberg and Todd C. Hart ceased serving as directors, replaced by two ANV designees.9 For context on the arc, the company came public on June 10, 2020 through a business combination with Nebula Acquisition Corporation valued at approximately $1.7 billion, and its market capitalization at the $3.14 close on July 29 was about $372 million.8 6 5

How did the price actually move?

Down, then slightly up, over fourteen months. The 14D-9 records that on April 24, 2025 the company received an unsolicited, confidential, non-binding proposal from AmTrust to acquire all outstanding shares at $2.00 per share, which Open Lending declined as insufficient. On May 23, 2025 AmTrust raised the offer to $3.00 per share and, in the same letter, "expressed concern about the ongoing viability" of the company.4 ANV entered with a verbal $3.25 on January 23, 2026, when the shares closed at $1.89. Management responded that $3.75 better reflected the company's value. ANV came back at $3.50 verbally and then in a February 3 written indication of interest, on a day the shares closed at $1.74, with a request for exclusivity. Between February 12 and February 14, ANV cut to $3.00, citing certified loan volume trends and financial performance, then said it could do $3.12 without going back to its financing sources. Open Lending countered at $3.15 and got it.4

Why did the offer fall during the negotiation?

Because the business kept shrinking while the buyer was reading the file, and the buyer said so. ANV's stated reason for cutting from $3.50 was certified loan volume, and the numbers support the concern. Open Lending facilitated 21,064 certified loans in the three months ended March 31, 2026, down from 27,638 a year earlier. Total revenue fell to $20.5 million from $24.4 million, the company swung to a $0.6 million operating loss from $0.8 million of operating income, and the value of insured loans facilitated dropped to $618.4 million from $782.9 million.7 Full-year 2025 told the same story underneath a recovering headline: certified loans fell to 97,348 from 110,652 and average profit share per loan dropped to $298 from $479.3 Note what did not move: 447 active lenders at the end of the first quarter against 443 a year earlier. The customers stayed and used the platform less, which is the harder problem to price.

What did the seller's own banker think it was worth?

Less than the offer, on most methods. FT Partners' analyses summarized in the 14D-9 produced implied per-share ranges of $1.35 to $1.76 using comparable companies against first-quarter 2026 last-twelve-months adjusted EBITDA, and $1.74 to $2.42 using a precedent-transaction multiple of 11.5 times that same figure. Only the discounted cash flow analysis, which runs on management's forecast rather than on trailing performance, produced a range spanning the price, at $2.68 to $3.91. Equity research price targets from four firms ranged from $1.70 to $3.50, averaging about $2.55.4 That spread is the whole argument in one place. Priced on what the company had already earned, $3.15 was generous. Priced on what management projected, it was mid-range. The buyer was paying for the forecast, and it was the only party willing to.

What does "unique position as a buyer" mean here?

The filing uses that phrase, and it is worth reading literally. In concluding that $3.15 was the best reasonably obtainable price, the Executive Committee cited the market check results, the premium over the trading price, and "ANV's unique position as a buyer with significant synergies." The nature of that position is disclosed elsewhere in the same document: "One of the Company's primary insurance partners, AmTrust Financial Services, Inc.," had for years discussed Open Lending's "pricing, models, underwriting guidelines, product initiatives, prospects, and overall business strategy" with the company, "in light of information rights AmTrust has pursuant to the producer agreement" between them.4 ANV was formed in 2025 out of a transaction between AmTrust Financial Services and Blackstone Credit and Insurance.2 State the limit honestly: the filings establish a partnership and a corporate lineage, not a shared balance sheet between AmTrust North America and ANV, and the 14D-9 is the seller's own account. What the record does show is that the party with contractual visibility into the models bid first in 2025, bid alone in 2026, and knew what it was buying better than any outsider could.

Is the collateral environment behind this getting worse?

Elevated, and worth checking against the primary file rather than a vendor summary. The Federal Reserve Bank of New York's Household Debt and Credit report for the first quarter of 2026 is the most recent edition, and its underlying Consumer Credit Panel data file puts the share of auto loan balances 90 or more days delinquent at 5.6%, up from 5.21% at the end of 2025 and 4.99% a year earlier.11 The report's narrative is more measured than that stock figure suggests: aggregate delinquency was flat at 4.8% of outstanding debt, transitions into early delinquency held steady for auto loans, and transitions into serious delinquency were mostly unchanged for auto and credit card while ticking up for mortgages.10 Both files are public and any credit team can rerun them. The honest read is that Open Lending was not undone by a 2026 collapse in auto credit. It was repriced in a segment where losses are high and stable, by a buyer who had already watched the 2021 and 2022 vintages disappoint.

What should funders with a back-end or a wrap do this quarter?

Four things the deal file makes concrete. First, audit the information rights in your producer, servicing, or capital agreements and write down exactly who can see your pricing, models, and underwriting guidelines. Contractual visibility is not a courtesy; here it is named in a merger filing as part of what made one buyer unique.4 Second, know your value on trailing performance, not just on plan. The gap between the trailing-EBITDA range and the DCF range was the difference between $1.76 and $3.91 per share, and a buyer will negotiate from the number your last four quarters support. Third, treat single-counterparty revenue share as a covenant-grade metric: one insurance partner produced 24% of total revenue in 2025, 34% in 2024 and 35% in 2023, and the company relies on only three active carriers.3 Fourth, do not run a process into a declining quarter. The offer here was cut by 10% mid-negotiation on volume trends, and the sequence in the file is unambiguous about why.

Our Opinion

The premium and the price moved in opposite directions, and that is the detail to keep. ANV's offer fell from $3.50 to $3.00 and settled at $3.15, while the percentage premium the announcement could advertise kept growing because the stock was falling faster than the bid. A 78% premium to a 90-day average is arithmetic, not endorsement. The board's own committee named the real reasons it took the deal: the market check produced nothing, and ANV was unlikely to move again. That is not a valuation event. It is what a company discovers when it finds out how many people actually want it.

For funders who sell forward performance to a partner, the useful lesson is not about auto credit. It is that a sale process re-prices your forecast using your own trailing numbers, and the counterparty that already has your data is the one setting the terms. Open Lending had a genuine asset: 25 years of proprietary data, more than two million risk profiles, and a platform wired into 447 lenders. It still could not manufacture a second bidder. If your economics depend on a back-end profit share or a credit wrap, the question to answer this year is not what your platform is worth to you. It is who besides your current partner would pay for it, and whether you have ever asked.

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Headlines You Don’t Want to Miss

A coalition of 123 consumer, civil rights, legal services and community organizations and academics filed comments on July 31 with the FDIC, the OCC and the Federal Reserve Bank of Chicago opposing OppFi's application to acquire BNC National Bank, create OppFi National Bank and become a bank holding company, docketed as FDIC #2026065 and noticed at 91 Fed. Reg. 42961.13 The letter asks regulators to deny the application after a public hearing, alleges that OppFi's rates "typically reach 160% and as high as 195%," cites charge-offs above 55%, and states that roughly 75% of pre-tax income comes from refinancing with about half of customers refinancing, sometimes within two or three months.12 These are the coalition's characterizations in a pending application, not agency findings, and the letter also flags Enova's pending bid for Grasshopper Bank as part of the same pattern. This is the federal comment-file version of the state attorney general campaign we covered on July 21, and it lands while the Federal Reserve window is still open.

Blue Owl Capital reported second-quarter assets under management of $319 billion, which the firm called a five-fold increase since its listing five years ago, and declared a $0.23 per share dividend.14 The composition underneath is the part lenders should read: Reuters reports new capital of $7.6 billion in the quarter against $12.1 billion a year earlier, private wealth inflows of $1.7 billion versus $4.4 billion, institutional commitments of $5.9 billion versus $7.6 billion, and credit assets under management edging down to $158.1 billion from $159.2 billion at the end of March as withdrawals offset new money. Chief financial officer Alan Kirshenbaum said, "We haven't seen increases in redemptions across our other wealth dedicated products over the past few quarters," locating the pressure in private credit vehicles specifically.15 Retail redemption pressure in private credit vehicles has been a recurring thread here since the July 4 edition on redemption backlogs. For anyone whose warehouse or forward-flow counterparty is a private credit manager funded partly by wealth channels, the relevant question is not the headline AUM. It is which pocket of capital your facility is actually drawn against.

Aperture Investors, part of Generali Investments, led a $300 million asset-based financing facility for Avant on July 30, earmarked for platform expansion and growth of Avant's credit card portfolio. Avant, founded in 2012, reports more than 4.5 million unique customers, over $13.7 billion of personal loans supplied, upwards of 3.1 million credit cards issued through WebBank, and more than $16.8 billion of total credit extended. "Partnering with Aperture on this facility aligns with that mission: it gives us flexible funding to grow our credit card portfolio," said Avant chief executive Al Goldstein, while Aperture's global head of asset-based finance Nick Turgeon framed the strategy as "working with high-quality partners."16 Note the shape of the capital: an insurance-affiliated asset manager funding consumer receivables through an ABF facility rather than a fund commitment. That is the same insurance-capital migration into lending assets that produced this week's lead story, arriving through the front door instead of an acquisition.

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