Rover and PE-backed Nebula Caravel Acquisition Corp to merge

A Place for Rover Inc, a network of pet sitters and dog walkers, has agreed to merge with Nebula Caravel Acquisition Corp, a blank check company backed by True Wind Capital. At the closing of the deal, Caravel will be renamed Rover Group and continue to trade on the NASDAQ under the ticker symbol “ROVR.” The transaction puts Rover at a valuation of approximately $1.350 billion.

PRESS RELEASE

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/.

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.