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United States securities and exchange commission logo
June 11, 2024
Alan Denenberg
Partner, Davis Polk & Wardwell LLP
Doma Holdings, Inc.
1600 El Camino Real
Menlo Park, CA 94025
Re: Doma Holdings, Inc.
Schedule 13E-3
filed by Doma Holdings, Inc. et al.
Filed on May 22,
2024
File No. 005-91880
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Preliminary Proxy
Statement
Filed on May 22,
2024
File No. 001-39754
Dear Alan Denenberg:
We have reviewed your filings 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 these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Schedule 13E-3
General
1. We note that you have
requested confidential treatment for several exhibits to the
Schedule 13E-3. Please
note that we will issue any comments separately.
2. Please add the entities
in the TRG Group as filing persons. See Compliance and
Disclosure
Interpretation 101.02 (Going Private Transactions, Exchange Act Rule 13e-3
and Schedule 13E-3).
Also, include Centerbridge and CB RE Closing Aggregator, L.P. as
filing persons or
provide us your detailed legal analysis supporting your determination not
to include each entity
as a filing person.
Alan Denenberg
FirstName LastNameAlan Denenberg
Doma Holdings, Inc.
Comapany
June NameDoma Holdings, Inc.
11, 2024
June 11,
Page 2 2024 Page 2
FirstName LastName
Preliminary Proxy Statement - Special Factors - Background of the Merger, page
19
3. We note that, beginning in July 2023, Lennar began considering various
potential strategic
investment opportunities with Centerbridge, including transactions
with respect to
Lennar's ownership of Doma shares. Please provide a legal analysis of
Lennar's
compliance with its obligations to amend its Schedule 13D between July
2023 and April
1, 2024.
4. We note that, on January 25 and February 18, 2024, TRG Group sent
presentations to
Lennar with proposed investment terms, among other things. Please
provide the disclosure
required by Item 1015 of Regulation M-A with respect to those reports.
5. Please describe the "new issue" that arose on March 12, 2024, which is
referenced on page
36.
Preliminary Proxy Statement - Special Factors - Purpose and Reasons of the
Company for the
Merger, page 41
6. We note that the board of directors adopted the special committee s
conclusions and that
the special committee considered the opinion and presentation by
Houlihan Lokey. Note
that if any filing person has based its fairness determination on the
analysis of factors
undertaken by others, such person must expressly adopt this analysis
and discussion as
their own in order to satisfy the disclosure obligation. See Question
20 of Exchange Act
Release No. 34-17719 (April 13, 1981). Please revise.
Preliminary Proxy Statement - Special Factors - Opinion of Houlihan Lokey, page
49
7. Please revise to disclose the data underlying the results in the
Selected Company Analysis,
including the estimated adjusted income for the fiscal year ending
December 31, 2025 for
the Company's underwriting segment.
Preliminary Proxy Statement - Special Factors - Position of the Parent
Entities, page 56
8. Please remove the language referring to a "possible interpretation" of
the rules applicable
to going private transactions and that the Parent Entities "may be
deemed to be engaged in
a 'going private' transaction" as you have determined to file a
Schedule 13E-3. Apply this
comment to the sections beginning on pages 58 and 59.
Preliminary Proxy Statement - Special Factors - Certain Unaudited Prospective
Financial
Information, page 64
9. Please include the full projections instead of their summaries.
Preliminary Proxy Statement - Special Factors - Interests of Certain Persons in
the Merger, page
66
10. To the extent possible, please quantify the potential payments due to
Mr. Simkoff and Mr.
Alan Denenberg
Doma Holdings, Inc.
June 11, 2024
Page 3
Smith for severance and other separation benefits (page 68).
Preliminary Proxy Statement - Special Factors - Financing of the Merger, page
72
11. Please file the Debt Financing Documents, referenced on page 72, as an
exhibit to the
Schedule 13E-3. Also, please revise the disclosure to name the
guarantors in the Apollo
Term Loan Facility.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Daniel Duchovny at 202-551-3619.
FirstName LastNameAlan Denenberg Sincerely,
Comapany NameDoma Holdings, Inc.
Division of
Corporation Finance
June 11, 2024 Page 3 Office of Mergers
& Acquisitions
FirstName LastName