SEATTLE, Feb. 11, 2021 /PRNewswire/ -- A Place for
Rover, Inc. ("Rover") the world's largest network of five-star pet
sitters and dog walkers, has entered into a definitive business
combination agreement with Nebula Caravel Acquisition Corp.
(Nasdaq: NEBC) ("Caravel"). Caravel is a publicly traded
special purpose acquisition company sponsored by True Wind Capital.
Upon closing of the transaction, Caravel will be renamed Rover
Group and remain Nasdaq-listed under the ticker symbol "ROVR".
Rover Highlights
Rover, the leading online marketplace for pet care, connects pet
parents with local, high-quality pet care providers who offer a
wide range of services, including boarding, in-home pet
sitting, doggy daycare, dog walking, drop-in visits, and grooming.
Since its inception through 2020, more than 2 million pet parents
have booked services on Rover with more than 500,000 pet care
providers across North America and
Europe. Rover was created to
provide a better pet care alternative for pets and their parents
than the existing options of friends and family, neighbors, and
kennels. Rover built a simple, easy-to-use platform and mobile app
to enable pet parents to discover, book, pay, and
review loving pet care providers online. Rover eliminates
many of the barriers of pet ownership, enabling Rover's
mission to make it possible for everyone to experience the
unconditional love of pets.
Management Commentary
Co-founder and CEO Aaron Easterly
will continue to lead Rover's highly experienced management team.
Adam Clammer, CEO of Caravel and
Founding Partner of True Wind Capital, will serve as a Director on
the combined company's board of directors.
Aaron Easterly stated, "Today's
transaction marks a key milestone in Rover's effort to build an
enduring business that will fundamentally change the pet care
industry. Partnering with the True Wind team represents a unique
opportunity to bring the unconditional love of pets to more people.
A public listing will provide the capital to accelerate the
expansion of core service offerings, support other pet types, and
continue to grow our geographic footprint."
Adam Clammer stated, "We look
forward to partnering with Aaron and the rest of Rover's management
team at this exciting inflection point. We believe that management
has built an extraordinary business and we're excited to support
them along their public market journey."
Transaction Overview
The transaction values Rover at an enterprise value of
approximately $1.350 billion. Institutional investors have
committed to a private investment of $50
million in Class A common stock of the combined company that
will close concurrently with the business combination. It is
anticipated that the combined company will have an equity market
capitalization at closing of approximately $1.63 billion and have over $300 million of unrestricted cash on the balance
sheet, subject to any redemptions by Caravel stockholders.
Rover and Caravel board of directors have unanimously approved
the proposed business combination. Completion of the proposed
business combination is expected in the first half of 2021. The
transaction will be effected pursuant to the terms and conditions
of the Business Combination Agreement entered into by Rover and
Caravel, which contains customary closing conditions including the
registration statement being declared effective by the Securities
and Exchange Commission ("SEC"), approval by the stockholders of
Rover and Caravel, and certain regulatory approvals.
Advisors
Morgan Stanley & Co. LLC is acting as exclusive financial
advisor to Rover. Deutsche Bank Securities acted as lead financial
advisor, capital markets advisor and private placement agent to
Nebula Caravel Acquisition Corp. William
Blair & Co., LLC and Stifel Financial Corp., also acted
as capital markets advisor and private placement agents to Nebula
Caravel Acquisition Corp. Wilson Sonsini
Goodrich & Rosati is acting as legal advisor to
Rover. Simpson Thacher & Bartlett LLP is acting as legal
advisor to Caravel.
Conference Call and Webcast Information
Management of Rover and True Wind Capital will host an investor
conference call on February 11, 2021
at 3:00 p.m. ET to discuss the
proposed transaction and review an investor presentation. For those
investors who wish to participate, the conference call can be
accessed by visiting
https://www.rover.com/blog/press/tab/press-release/.
Additional Information about the Business Combination and
Where to Find It
This press release relates to the proposed merger involving
Nebula Caravel Acquisition Corp. ("Caravel") and A Place for Rover,
Inc. ("Rover"). Caravel intends to file a Registration Statement on
Form S-4 with the SEC, which will include a proxy statement and
prospectus of Caravel and an information statement of Rover, and
each party will file other documents with the SEC regarding the
proposed transaction. A definitive proxy
statement/prospectus/information statement will also be sent to the
stockholders of Caravel and Rover, seeking any required stockholder
approvals. Before making any voting or investment decision,
investors and securityholders of Caravel and Rover are urged to
carefully read the entire registration statement and proxy
statement/prospectus/information, when they become available, and
any other relevant documents filed with the SEC, as well as any
amendments or supplements to these documents, because they will
contain important information about the proposed transaction. The
documents filed by Caravel with the SEC may be obtained free of
charge at the SEC's website at www.sec.gov. Alternatively, these
documents, when available, can be obtained free of charge from
Caravel upon written request to Nebula Caravel Acquisition Corp.,
Four Embarcadero Center, Suite 2100, San
Francisco, California 94111.
Caravel, Rover and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Caravel, in favor
of the approval of the merger. Information regarding Caravel's
directors and executive officers is contained in the section of
Caravel's Form S-1 titled "Management", which was filed with the
SEC on November 20, 2020. Additional
information regarding the interests of those participants and other
persons who may be deemed participants in the transaction may be
obtained by reading the registration statement and the proxy
statement/prospectus/information statement and other relevant
documents filed with the SEC when they become available. Free
copies of these documents may be obtained as described in the
preceding paragraph.
About Rover
Founded in 2011 and based in Seattle, Rover is the world's largest online
marketplace for pet care. Rover connects pet parents with caring
pet care providers who offer overnight services, including boarding
and in-home pet sitting, as well as daytime services, including
doggy daycare, dog walking, drop-in visits, and grooming. Millions
of pet parents have booked a service on Rover, with more than
500,000 pet care providers across North
America and Europe.
About True Wind Capital
True Wind Capital is a San
Francisco-based private equity firm focused on investing in
leading technology companies. True Wind has a broad investing
mandate, with deep industry expertise across software, data
analytics, tech-enabled services, internet, financial technology,
and hardware. Rover will be True Wind's 8th
platform investment.
About Nebula Caravel Acquisition Corp.
Nebula Caravel Acquisition Corp ("Caravel") is a blank check
company sponsored by True Wind and led by Adam H. Clammer and James H. Greene, Jr., who serve as Chief
Executive Officer and Chairman, respectively, formed for the
purpose of partnering with one high-quality technology business.
Caravel follows Nebula Acquisition Corporation's successful merger
with Open Lending (NASDAQ: LPRO) in June 2020.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
including, but not limited to, Caravel's and Rover's expectations
or predictions of future financial or business performance or
conditions. Forward-looking statements are inherently subject to
risks, uncertainties and assumptions. Generally, statements that
are not historical facts, including statements concerning possible
or assumed future actions, business strategies, events or results
of operations, are forward-looking statements. These statements may
be preceded by, followed by or include the words "believes,"
"estimates," "expects," "projects," "forecasts," "may," "will,"
"should," "seeks," "plans," "scheduled," "anticipates" or "intends"
or similar expressions. Such forward-looking statements involve
risks and uncertainties that may cause actual events, results or
performance to differ materially from those indicated by such
statements. Certain of these risks are identified and discussed in
the section of Caravel's Form S-1 titled "Risk Factors" which was
filed with the SEC on November 20,
2020. These risk factors will be important to consider in
determining future results and should be reviewed in their
entirety. These forward-looking statements are based on Caravel's
or Rover's management's current expectations and beliefs, as well
as a number of assumptions concerning future events. However, there
can be no assurance that the events, results or trends identified
in these forward-looking statements will occur or be achieved.
Forward-looking statements speak only as of the date they are made,
and neither Caravel nor Rover is under any obligation, and
expressly disclaim any obligation, to update, alter or otherwise
revise any forward-looking statement, whether as a result of new
information, future events or otherwise, except as required by law.
Readers should carefully review the statements set forth in the
reports, which Caravel has filed or will file from time to time
with the SEC.
In addition to factors previously disclosed in Caravel's reports
filed with the SEC and those identified elsewhere in this press
release, the following factors, among others, could cause actual
results to differ materially from forward-looking statements or
historical performance: risks and uncertainties related to the
inability of the parties to successfully or timely consummate the
merger, including the risk that any required regulatory approvals
or stockholder approvals of Caravel or Rover are not obtained, are
delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the merger is not obtained, failure to realize the anticipated
benefits of the merger, risks related to Rover's ability to execute
on its business strategy, attract and retain users, develop new
offerings, enhance existing offerings, compete effectively, and
manage growth and costs, the duration and global impact of
COVID-19, the number of redemption requests made by Caravel's
public stockholders, the ability of the combined company to
meet Nasdaq's listing standards (or the standards of any other
securities exchange on which securities of the public entity are
listed) following the merger, the inability to complete the private
placement of common stock of Caravel to certain institutional
accredited investors, the risk that the announcement and
consummation of the transactions disrupts Rover's current plans and
operations, costs related to the transactions, the outcome of any
legal proceedings that may be instituted against Caravel, Rover, or
any of their respective directors or officers, following the
announcement of the transactions, the ability of Caravel's or
the combined company to issue equity or equity-linked securities in
connection with the proposed business combination or in the future,
the failure to realize anticipated pro forma results and underlying
assumptions, including with respect to estimated stockholder
redemptions and purchase price and other adjustments; and those
factors discussed in documents of Caravel filed, or to be filed,
with SEC.
Additional factors that could cause actual results to differ
materially from those expressed or implied in forward-looking
statements can be found in Caravel's most recent reports on Form
8-K, which are available, free of charge, at the SEC's website at
www.sec.gov, and will also be provided in the Registration
Statement on Form S-4 and Caravel's proxy
statement/prospectus/information statement when available. Any
financial projections in this press release are forward-looking
statements that are based on assumptions that are inherently
subject to significant uncertainties and contingencies, many of
which are beyond Caravel's and Rover's control. While all
projections are necessarily speculative, Caravel and Rover believe
that the preparation of prospective financial information involves
increasingly higher levels of uncertainty the further out the
projection extends from the date of preparation. The assumptions
and estimates underlying the projected results are inherently
uncertain and are subject to a wide variety of significant
business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those
contained in the projections. The inclusion of projections in this
press release should not be regarded as an indication that Caravel
and Rover, or their representatives, considered or consider the
projections to be a reliable prediction of future events.
Annualized, pro forma, projected and estimated numbers are used
for illustrative purpose only, are not forecasts and may not
reflect actual results.
This press release is not intended to be all-inclusive or to
contain all the information that a person may desire in considering
an investment in Caravel and is not intended to form the basis of
an investment decision in Caravel. All subsequent written and oral
forward-looking statements concerning Caravel and Rover, the
proposed transaction or other matters and attributable to Caravel
and Rover or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
No Offer or Solicitation
This press release does not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction. This press release also
does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval, nor will there be any sale of any securities in any state
or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such other jurisdiction. No offering of
securities will be made except by means of a prospectus meeting the
requirements of section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
Rover
MEDIA
pr@rover.com
Kristin Sandberg
(360) 510-6365
INVESTORS
brinlea@blueshirtgroup.com
Brinlea Johnson
(415) 269-2645
True Wind Capital
press@truewindcapital.com
Stephanie Portillo
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