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United States securities and exchange commission logo
April 16, 2021
Mark D. Ein
Chief Executive Officer
Capitol Investment Corp. V
1300 17th Street North
Suite 820
Arlington, VA 22209
Re: Capitol Investment
Corp. V
Registration
Statement on Form S-4
Filed March 19,
2021
File No. 333-254470
Dear Mr. Ein:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Q: I am a Capitol warrant holder. Why am I receiving this proxy
statement/consent solicitation
statement/prospectus?, page xiv
1. Please revise to state
that immediately after the business combination, warrant holders will
not be able to exercise
their warrants for a period, and include a cross reference to the risk
factor "We are not
registering the shares of New Doma Common Stock issuable upon
exercise of the
warrants" on page 25.
Structure of the Business Combination, page 2
2. Please revise the
diagrams on page 2 to indicate the percentages of voting and economic
interests for each of
the stakeholders.
Mark D. Ein
FirstName LastNameMark
Capitol Investment Corp. VD. Ein
Comapany
April NameCapitol Investment Corp. V
16, 2021
April 216, 2021 Page 2
Page
FirstName LastName
Consideration to Capitol Holders, page 4
3. Disclose here the formula by which Class B Common Stock of Capitol
will convert into
shares of New Doma Common Stock, or provide a cross reference to such
a discussion.
Subscription Agreements, page 5
4. Please identify the PIPE Investors referenced in this section. Please
also refile the
Subscription Agreement filed as Exhibit 10.5 to identify the
Subscribers who signed the
agreement.
The Capitol Board of Directors' Reasons for Approval of the Business
Combination, page 8
5. Please balance your discussion of the positive factors considered by
the Board of
Directors by summarizing the uncertainties and risks and other
potentially negative factors
concerning the Business Combination considered by the Board of
Directors as discussed
on pages 86-87.
The provisions of the Proposed Certificate of Incorporation requiring exclusive
forum, page 35
6. Please reconcile the statement that the Proposed Certificate of
Incorporation "will provide
that the exclusive forum provision will not apply to suits brought to
enforce any cause of
action arising under the Securities Act" with Section 10.1 of the
Proposed Certificate of
Incorporation, which states that "the federal district courts of the
United States shall be the
exclusive forum for the resolution of any complaint asserting a cause
of action arising
under the Securities Act of 1933." Please also reconcile references in
the risk factor
disclosure to the federal district court for the District of Delaware
or other state courts of
the State of Delaware having jurisdiction in the event that the
Chancery Court does not
have jurisdiction and that the Proposed Certificate of Incorporation
will provide that the
exclusive forum provision will not apply to suits brought to enforce
any duty or liability
created by the Exchange Act or any other claim for which the federal
courts have
exclusive jurisdiction with the Proposed Certificate of Incorporation
in Annex B which
does not include such provisions.
If the security of the personal information that we (or our vendors) collect,
store or process is
compromised, page 47
7. We note your statement that you have previously been the target of
cyber attacks. Please
disclose whether any such breaches were material to your business.
Refer to CF
Disclosure Guidance: Topic No. 2 - Cybersecurity, and Commission
Statement and
Guidance on Public Company Cybersecurity Disclosures, Release No.
33-10459.
Background of the Transactions, page 80
8. Please disclose Citi s valuation of Doma and the metrics Citi
utilized, as discussed on
page 82.
Mark D. Ein
FirstName LastNameMark
Capitol Investment Corp. VD. Ein
Comapany
April NameCapitol Investment Corp. V
16, 2021
April 316, 2021 Page 3
Page
FirstName LastName
Certain Forecasted Financial Information for Doma, page 88
9. Please disclose a citation, and link if available, to the Mortgage
Bankers Association's
forecasts that Doma's market share would increase "from less than 1%
in 2020 to less than
5% in 2023." Please also provide us with a copy of the forecast that
supports this
assumption.
10. Please remove the statement on page 88 that "You are cautioned not to
rely on the
forecasts" and the statement on page 89 that "reliance should not be
placed on the
forecasts." Investors are entitled to rely on the disclosure in the
prospectus.
Comparable Company Analysis, page 89
11. Please disclose Doma's ratio of enterprise value over estimated 2022
adjusted gross profit,
Doma's forecasted 2022 Gross Profit Margin and 2022 Gross Profit
Growth %.
12. Please disclose why Metromile, Lemonade, and Root are considered
comparable companies given how different title insurance is from the
insurance products
that Metromile, Lemonade, and Root sell. We note for example that,
unlike other forms
of insurance, title insurance does not involve recurring premiums.
Similarly, disclose why
you chose Opendoor as a comparable company; unlike Doma, Opendoor is
focused on
investing in real estate and owns real estate inventory. Discuss why
you chose to rely on a
comparable company analysis as opposed to another analysis, given the
differences
between these business models and Doma's business model.
13. Disclose how the enterprise values for the comparable companies was
determined, and as
of what date. In this regard we note significant volatility in the
market value of the
companies you used.
Closing Conditions, page 129
14. Please revise to specify the "related agreements and transactions"
that must be approved
by the respective stockholders of Capitol and Doma as a condition to
closing. Please also
include the minimum cash condition in the list of closing conditions
on page 129.
Unaudited Pro Forma Condensed Combined Financial Information, page 134
15. We note you have a $13.9 million adjustment for Sponsor Covered Shares
subject to
vesting, contingent upon the price of New Doma Common Stock exceeding
certain
thresholds. Please tell us the following concerning this adjustment:
Given the contingent nature of the adjustment, how the adjustment
meets the criteria
to be presented as a Transaction Accounting Adjustment. Refer to
Rule 11-02(a) of
Regulation S-X;
Expand on the assumptions provided in Note 5 on page 144 used in
the preliminary
valuation (expected volatility, risk-free interest rate) to
provide as many specifics as
possible regarding the calculation; and
Provide an update, as applicable, to the fair value since this
preliminary fair value
Mark D. Ein
Capitol Investment Corp. V
April 16, 2021
Page 4
was determined.
16. We note you have a $2.3 million adjustment for expected additional
transaction-related
expenses to New Doma post-Closing. Please tell us us how this
adjustment meets the
criteria to be presented as a Transaction Accounting Adjustment under
Rule 11-02(a)(6)
of Regulation S-X.
6. Liability for loss and loss adjustment expenses, page F-40
17. Please revise your next amendment to include a discussion of the
reasons for the favorable
prior year development for both 2020 and 2019 herein and in the
Results of Operations
narrative on page 184.
Doma Holdings, Inc.
Notes to Consolidated Financial Statements
Note 15. Commitments and Contingencies, page F-52
18. We note your risk factor on pages 53-54 concerning potential
litigations and legal
proceedings. Please tell us, and revise your footnote as appropriate,
to include the
disclosure requirements in ASC 450-20-50 related to potential loss
contingencies.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Rolf Sundwall at 202-551-3105 or David Irving at
202-551-3321 if you
have questions regarding comments on the financial statements and related
matters. Please
contact John Dana Brown at 202-551-3859 or Justin Dobbie at 202-551-3469 with
any other
questions.
FirstName LastNameMark D. Ein Sincerely,
Comapany NameCapitol Investment Corp. V
Division of
Corporation Finance
April 16, 2021 Page 4 Office of
Finance
FirstName LastName