b'MERGERS & ACQUISITIONS| SPAC ssponsor will own 3.7% of the combined companyproceeds from any equity financings after giving and the PIPE investors will own 6.7% of theeffect to any redemptions. In connection with the combined company. business combination, the SPAC obtained commitments for an approximately $15 million PIPE. MDH Acquisition Corp./Olive.comOn July 21, 2021, MDH Acquisition Corp. (MDH),Following the transaction, Kins stockholders are which went public in February 2021, agreed toexpected to own approximately 74% of the combine with Olive.com (Olive), a leader incombined company, Omnis public stockholders payment services and online vehicle protectionwill own 23% of the combined company, the SPAC plans. The transaction is expected to close on orsponsor will own 2% of the combined company before March 21, 2022. At all times since theand the PIPE investors will own 1% of the business combination was announced, Omnis stockcombined company.price traded below $10.00 per share.Aldel Financial Inc./The Hagerty GroupThe business combination values Olive.com at aOn August 17, 2021, Aldel Financial Inc. (Aldel), pro forma enterprise value of approximately $960which went public in April 2021, agreed to combine million, which represents approximately 2.3xwith The Hagerty Group (Hagerty), a 2023 estimated revenue and 6.4x 2023 estimatedleadingspecialty insurance provider for classic and Adjusted EBITDA. The owners of Olive have theenthusiast vehicles. The transaction closed on right to receive additional consideration basedDecember 2, 2021.on the performance of the combined companysThe business combination valued Hagerty at a stock during the seven years following thepro forma enterprise value of approximately closing of the transaction. $3.134 billion, which represents approximately The SPACs sponsor agreed that approximately 75%2.8x 2023 estimated revenue and 18.3x 2023 of its founders shares would be subject to anestimated EBITDA. earnout structure pursuant to which such founderThe SPACs sponsor agreed that the private shares would vest (i) 33-1/3% when the VWAP of theplacement warrants it purchased at the closing of combined companys common stock is greater thanAldels IPO would not be exercisable until the $12.00 for any 20 trading days within a period of 30date on which the VWAP of the combined consecutive trading days during the seven yearscompanys stock exceeds $15.00 per share for any after the closing of the business combination, (ii)20 trading days within any 30-trading day period 33-1/3% when the VWAP is greater than $13.50 forcommencing one year after the closing of the the requisite period and (iii) 33-1/3% when thebusiness combination and that certain other VWAP is greater than $17.00 for the requisite period. warrants it owned would not be exercisable until The business combination agreement required thethe VWAP exceeds $18.00 per share during the SPAC to have at closing at least $165 million in cash,relevant period.including funds in its trust account and the 32|Global Insurance Industry Year in Review 2021'