Announcement • Sep 27
Title Resources Guaranty Company completed the acquisition of Doma Holdings Inc. (NYSE:DOMA) from a group of shareholders.
Title Resources Guaranty Company entered into a non-binding letter of intent to acquire Doma Holdings Inc. (NYSE:DOMA) from a group of shareholders on January 24, 2024. Title Resources Guaranty Company entered into a definitive agreement to acquire Doma Holdings Inc. (NYSE:DOMA) from a group of shareholders for $97.1 million on March 28, 2024. TRG would acquire all of the outstanding shares of Doma for $6.29 per share of common stock in an all-cash transaction. The transaction was unanimously approved by Doma’s Board of Directors, acting on the unanimous recommendation of a special committee of the Board of Directors. The transaction is subject to the approval by the holders of a majority of Doma’s common stock that are not affiliated with the Lennar Stockholders and certain other persons, and certain insurance regulatory approvals. The transaction is subject to an investment by Lennar into Title Resources and the consummation of certain arrangements with Hudson Structured Capital Management. The transaction is subject to close in second half of 2024. If the Merger Agreement is terminated by Company in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, the Company will be required to pay Parent a termination fee to Parent of $3,188,734. The sell side termination fee equates to $1.822134 million. If the Merger Agreement is terminated by the Company in connection with Company’s entry into an Alternative Acquisition Agreement with respect to a Superior Proposal during the “go-shop” period or with an Exempted Person, the Company will be required to pay Parent a lower termination fee of $1,822,134. TRG secured in the form of a senior secured term loan facility in an amount equal to $125 million, which will be used to fund the acquisition. On August 27, 2024, Doma Holdings, Inc. convened a special meeting of stockholders where the transaction was approved by the target's shareholder.
Houlihan Lokey Capital, Inc. is acting as financial advisor and fairness opinion provider to the special committee of the Doma Board of Directors. Houlihan Lokey is entitled to an aggregate fee of $7,437,500 for its services, $1,000,000 of which became payable upon the delivery of Houlihan Lokey’s opinion to the Special Committee and the remainder of which is payable upon the successful completion of the Merger. Tad Freese, Tessa Bernhardt, Grace Lee, Ashley Wagner, Mark Morris, Nathan Whitaker, Jonathan Shih, Anthony Klein, Robert Blamires, Kelly Fayne, Peter Todaro, Analisa Dillingham, Alexander Traum, Michele Anderson, Matthew Salerno, Colleen Smith and Jordan Cook of Latham & Watkins is acting as legal counsel for the special committee of the Doma Board of Directors. Alan Denenberg, Jason Bassetti, Hilary Dengel and Welton E. of Davis Polk & Wardwell LLP acted as legal advisor to Doma Holdings. Larry Hamilton, Vikram Sidhu, Paul Chen, Steve Kaplan, Kris Kully, Phil Recht and Joaquin C de Baca of Mayer Brown LLP acted as legal advisor to Doma Holdings. Rosalind Fahey Kruse, Howard Block, Jenny Liu and Daniel Durschlag of Willkie Farr & Gallagher LLP acted as legal advisor to LENX ST Investor, LLC. David P. Slotkin, Chere See and Shannon E. Sibold of Morrison & Foerster LLP acted as legal advisor to Len Fw Investor, LLC. Innisfree M&A Incorporated acted as proxy solicitor to Doma Holdings. Innisfree received $25,000 as the fee. Continental Stock Transfer & Trust Company acted as transfer agent to Doma Holdings.
Title Resources Guaranty Company completed the acquisition of Doma Holdings Inc. (NYSE:DOMA) from a group of shareholders on September 27, 2024. Doma’s underwriting division, Doma Title Insurance, Inc., will operate as a subsidiary of TRG. Doma’s technology division, renamed Doma Technology LLC (“Doma TechCo”), will operate on a separately capitalized basis, with a new board chaired by mortgage technology leader Alan Colberg, former Chief Executive Officer of Assurant, Inc. TRG and Doma TechCo will operate as sister companies, with Centerbridge Partners, L.P., the largest shareholder in TRG and, through a subsidiary, the majority owner of Doma TechCo. Hudson Structured Capital Management, which also participated in the transaction, will hold a significant ownership stake in Doma TechCo.
