UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 3)
RULE 13E-3 TRANSACTION STATEMENT UNDER
SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
Doma Holdings, Inc.
(Name of the Issuer)
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Doma Holdings, Inc. RE Closing GP, LLC Closing Parent Holdco, L.P. RE Closing Buyer Corp. RE Closing Merger Sub Inc. Lennar Corporation LEN FW Investor, LLC LENX ST Investor, LLC (Names of Persons Filing Statement) Common Stock, Par Value $0.0001 per share Warrants, 25 whole warrants exercisable for one share of common stock at an exercise price of $287.50 per share (Title of Class of Securities) Common Stock: 25703A 203 Warrants: 25703A112 (CUSIP Number of Class of Securities) |
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Maxwell Simkoff Chief Executive Officer and President Doma Holdings, Inc. 101 Mission Street, Suite 1050 San Francisco, CA 94105 (650) 419-3827 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)
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With copies to |
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Alan Denenberg 1600 El Camino Real (650) 752-2000 |
Tad Freese 505 Montgomery Street, Suite 2000 (415) 391-0600 |
Rosalind Fahey Kruse |
Shannon E. Sibold |
This statement is filed in connection with (check the appropriate box):
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a. |
☒ |
The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
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b. |
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The filing of a registration statement under the Securities Act of 1933. |
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c. |
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A tender offer. |
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d. |
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None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐
Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
INTRODUCTION
This Amendment No. 3 (this “Amendment”) to the Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (as amended hereby, the “Schedule 13E-3” or “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (i) Doma Holdings, Inc. (“Doma” or the “Company”), a Delaware corporation and the issuer of the common stock, par value $0.0001 per share (the “Shares”) that is subject to the Rule 13e-3 transaction and the Company’s publicly traded warrants, the “Company Warrants”), (ii) RE Closing Buyer Corp., a Delaware corporation and wholly owned indirect subsidiary of TopCo (as defined below) (“Parent”), (iii) RE Closing Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), (iv) Closing Parent Holdco, L.P., a Cayman Islands exempted limited partnership, the indirect parent company of Parent (“TopCo”), (v) RE Closing GP, LLC, a Cayman Islands limited liability company, the sole general partner of Topco, (vi) Len FW Investor, LLC, a Delaware limited liability company, (vii) LENX ST Investor, LLC, a Delaware limited liability company and (viii) Lennar Corporation, a Delaware corporation.
On March 28, 2024, the Company, Parent and Merger Sub entered into an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions and on the terms set forth therein, (i) Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a wholly owned subsidiary of Parent. On July 18, 2024, the Company filed with the SEC a definitive Proxy Statement (as amended or supplemented, the “Proxy Statement”) under Regulation 14A of the Exchange Act, relating to a special meeting of the stockholders of the Company to be held on August 27, 2024 (the “Special Meeting”) at which the stockholders of the Company will consider and vote upon a proposal to approve and adopt the Merger Agreement and a proposal to adjourn the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement. The adoption of the Merger Agreement will require the affirmative vote of the holders of (i) at least a majority of the voting power of the outstanding Shares entitled to vote in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and (ii) at least a majority of the voting power of the outstanding Shares held by the Disinterested Stockholders, as defined in the definitive Proxy Statement, in each case outstanding as of the close of business on the record date for the Special Meeting. A copy of the definitive Proxy Statement is attached hereto as Exhibit (a)(2)(i) and incorporated herein by reference. A copy of the Merger Agreement is attached hereto as Exhibit (d)(i) and is also included as Annex A to the definitive Proxy Statement and incorporated herein by reference.
Under the terms of the Merger Agreement, if the Merger is completed, each Share outstanding immediately prior to the Effective Time of the Merger, other than as provided below, will be automatically converted into the right to receive $6.29 in cash (the “Merger Consideration”), without interest and less any applicable withholding taxes. The following Shares will not be converted into the right to receive the Merger Consideration in connection with the Merger: (i) Shares held in treasury of the Company and (ii) Shares that are issued and outstanding immediately prior to the Effective Time and that have not been voted in favor of the adoption of the Merger Agreement or consented thereto in writing and whose holders are entitled to demand and whose holders have properly demanded appraisal of such Shares in accordance with Section 262 of the DGCL, and whose holders have not effectively withdrawn or lost their rights to appraisal with respect to such Shares. A copy of Section 262 of the DGCL is attached hereto as Exhibit (f) and is also included as Annex J to the definitive Proxy Statement and incorporated herein by reference.
Under the terms of the Merger Agreement, if the Merger is completed, each Company Warrant that is outstanding immediately prior to the Effective Time of the Merger will automatically cease to represent a warrant to purchase Shares and become a warrant exercisable for Merger Consideration.
The Merger is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including the approval and adoption of the Merger Agreement by the Company’s stockholders.
This Amendment is being filed pursuant to Rule 13E-3(d)(2) under the Exchange Act, concurrently with the filing of a supplement to the Proxy Statement (the “Supplement”), in order to incorporate the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024 and to reflect certain other updates as reflected below. Except as otherwise set forth below, the information set forth in the Schedule 13E-3 remains unchanged.
The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all appendices thereto, is incorporated in its entirety herein by reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the appendices thereto.
Capitalized terms used but not expressly defined in this Schedule 13E-3 shall have the respective meanings given to them in the Proxy Statement.
The information concerning the Company contained in or incorporated by reference into this Schedule 13E-3 and the Proxy Statement was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into this Schedule 13E-3 and the Proxy Statement was supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.
While each of the Filing Persons acknowledges that the Merger is a “going private” transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any Filing Person.
Item 4. Terms of the Transaction
(a)(2) Mergers or Similar Transactions. Item 4(a)(2) is amended and supplemented to incorporate therein by reference the information in the Supplement under the caption “Special Factors – Certain Unaudited Prospective Financial Information”.
Item 5. Past Contacts, Transactions, Negotiations and Agreements
(b)(c) Significant Corporate Events; Negotiations or Contacts. Item 5(c) is amended and supplemented to incorporate therein by reference the information in the Supplement under the caption “Special Factors – Background of the Merger”.
(e) Agreements Involving the Subject Company’s Securities. Item 5(e) is amended and supplemented to incorporate therein by reference the information in the Supplement under the caption “Special Factors – Background of the Merger”.
Item 7. Purposes, Alternatives, Reasons and Effects
(b) Alternatives. Item 7(b) is amended and supplemented to incorporate therein by reference the information in the Supplement under the caption “Special Factors – Background of the Merger”.
(c) Reasons. Item 7(c) is amended and supplemented to incorporate therein by reference the information in the Supplement under the caption “Special Factors – Background of the Merger” and “Special Factors – Opinion of Houlihan Lokey – Financial Analyses”.
Item 8. Fairness of the Transaction
(a), (b) Fairness; Factors Considered in Determining Fairness. Item 8(a), (b) is amended and supplemented to incorporate therein by reference the information in the Supplement under the caption “Special Factors – Background of the Merger” and “Special Factors – Opinion of Houlihan Lokey – Financial Analyses”.
(f) Other Offers. Item 8(f) is amended and supplemented to incorporate therein by reference the information in the Supplement under the caption “Special Factors – Background of the Merger” and “Special Factors – Opinion of Houlihan Lokey – Financial Analyses”
Item 9. Reports, Opinions, Appraisals and Negotiations
(a)-(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. Item 9(a)-(c) is amended and supplemented to incorporate therein by reference the information in the Supplement under the caption “Special Factors – Opinion of Houlihan Lokey – Financial Analyses”.
Item 13. Financial Statements
(a) Financial Information. Item 13(a) is hereby amended and supplemented to include the information in Annex M to the Supplement – Quarterly Report on Form 10-Q For the Three Months Ended June 30, 2024, incorporated into the Definitive Proxy Statement by the Definitive Additional Materials to the Definitive Proxy Statement (attached as exhibit (a)(2)(v) hereto and incorporated herein by reference).
Item 15. Additional Information
(c) Other Material Information. Item 15(c) is hereby amended and supplemented to include the entirety of the Supplement, including all appendices thereto, which is incorporated herein by reference.
Item 16. Exhibits
The following exhibits are filed herewith:
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Exhibit No. |
Description |
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(a)(2)(i)** |
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(a)(2)(ii)** |
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(a)(2)(iii)** |
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(a)(2)(iv)** |
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| (a)(2)(v) | Definitive Additional Materials to the Definitive Proxy Statement (included in Schedule 14A filed on August 15, 2024 and incorporated herein by reference). | |
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(a)(5)(i)** |
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(b)(i)** |
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(b)(ii)** |
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(b)(iii)** |
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(b)(iv)** |
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(b)(v)** |
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(b)(vi)** |
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(c)(i)** |
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(c)(ii)†* |
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(c)(iii)†* |
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(c)(iv)* |
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(c)(v)* |
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(c)(vi)* |
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(c)(vii)†* |
Discussion materials, dated March 10, 2024, provided to the Special Committee. |
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(c)(viii)†* |
† Certain portions of this exhibit have been redacted and separately filed with the SEC pursuant to a request for confidential treatment.
*Previously filed with the Schedule 13E-3 filed with the SEC on May 22, 2024
** Previously filed with the Schedule 13E-3 filed with the SEC on July 18, 2024
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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DOMA HOLDINGS, INC.
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By: |
/s/ Maxwell Simkoff | |
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Name: |
Maxwell Simkoff | |
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Title: |
Chief Executive Officer | |
Date: August 15, 2024
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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RE CLOSING GP, LLC |
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By: |
/s/ Matthew S. Kabaker |
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Name: |
Matthew S. Kabaker |
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Title: |
Manager |
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Date: August 15, 2024
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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CLOSING PARENT HOLDCO, L.P.
By: RE Closing GP, LLC, its general partner |
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By: |
/s/ Matthew S. Kabaker |
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Name: |
Matthew S. Kabaker |
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Title: |
Manager |
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Date: August 15, 2024
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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RE CLOSING BUYER CORP.
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By: |
/s/ Matthew S. Kabaker | |
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Name: |
Matthew S. Kabaker | |
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Title: |
President and Chief Executive Officer | |
Date: August 15, 2024
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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RE CLOSING MERGER SUB INC.
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By: |
/s/ Matthew S. Kabaker | |
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Name: |
Matthew S. Kabaker | |
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Title: |
President and Chief Executive Officer | |
Date: August 15, 2024
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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LENNAR CORPORATION
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By: |
/s/ Jon Jaffe | |
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Name: |
Jon Jaffe | |
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Title: |
Co-CEO + President | |
Date: August 15, 2024
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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LEN FW INVESTOR, LLC
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By: |
/s/ Eric Feder | |
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Name: |
Eric Feder | |
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Title: |
President | |
Date: August 15, 2024
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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LENX ST INVESTOR, LLC
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By: |
/s/ Eric Feder | |
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Name: |
Eric Feder | |
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Title: |
President | |
Date: August 15, 2024