A Landmark Deal to Shape the Future of Real Estate
Doma Holdings, Inc. (NYSE: DOMA), a pioneer in real estate innovation, has unveiled plans to merge with Title Resources Group (TRG), a top-tier title insurance underwriter in the United States.
This pivotal merger, pending stockholder and regulatory green lights, is poised to redefine the landscape of the real estate industry. TRG is set to purchase all outstanding Doma shares at $6.29 each in an all-cash deal.
This price represents a 43.0% premium over Doma’s closing stock price as of March 27, 2024, and a 33.9% premium on the 30-day volume-weighted average as of the same date.
Post-transaction, Doma’s underwriting and technology branches, soon to be known as Doma Title Insurance, Inc., and Doma Technology LLC (Doma TechCo), respectively, will operate under the TRG umbrella, with Doma TechCo running independently.
Hudson Structured Capital Management Ltd. (HSCM Bermuda) will continue its investment in Doma via Doma TechCo, ensuring ongoing access to underwriting services and technology deployment.
Max Simkoff, Doma’s CEO, heralded the merger as a milestone for stakeholders, employees, and customers alike, emphasizing the move’s role in bolstering Doma’s growth through its proprietary technology.
Scott McCall, TRG’s President and CEO, also expressed enthusiasm about joining forces with Doma to enhance underwriting services for Doma’s extensive network of agents.
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Key Approvals and Anticipated Closure
Doma’s Board, based on a unanimous recommendation by its independent directors, has approved the transaction. The merger is slated for completion in the latter half of 2024, contingent on approval by a majority of Doma’s non-affiliated stockholders and regulatory consents.
Notably, the deal does not hinge on financing conditions but does require specific pre-merger transactions, including Lennar’s investment in TRG and agreements with HSCM.
Lennar stockholders, wielding about 25% of Doma’s voting power, have pledged their support for the merger, further solidifying the deal’s foundation.
During a 50-day “go-shop” period, Doma retains the right to entertain alternative proposals, with the provision to terminate the merger agreement for a superior offer, subject to a break-up fee and other conditions outlined in the agreement.
Following the transaction’s conclusion, Doma will cease its public trading status.
For a comprehensive overview of the merger terms, stakeholders are encouraged to consult Doma’s upcoming Form 8-K filing.
Advisory Team
A team of esteemed advisors is guiding the merger process, including Houlihan Lokey Capital, Inc. and Latham & Watkins for the special committee of Doma’s Board. Doma and TRG have also engaged Davis Polk & Wardwell LLP and Willkie Farr & Gallagher LLP, respectively, for legal counsel, with Mayer Brown LLP addressing Doma’s insurance regulatory matters.
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About the Companies
Doma Holdings, Inc., at the forefront of real estate technology, is revolutionizing the home closing process with its innovative machine intelligence technology.
Its mission is to streamline and demystify real estate transactions, making them more accessible and efficient for all parties involved.
Title Resources Group stands as a leading title insurance underwriter in the U.S., offering unparalleled services to agents across 38 states and the District of Columbia.
With a commitment to integrity, quality, and financial stability, TRG has consistently demonstrated profitability since its inception in 1984.
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