b'Mergers & Acquisitions | SPACsDelwinds Insurance Acquisition Corp. IPO. Inagents, managing general underwriters and other December 2020, Delwinds completed a $175insurance intermediaries; andmillion IPO selling units consisting of one share ofIndustry service providers, including claims or Class A common stock and one-half of a warrant.medical cost management, software, data and Note that Delwinds had to include more warranttechnology providers.coverage in its IPO than either INSU II or INSU III. This is most likely because of the lack of a trackDe-SPAC Transactions in 2020record for the sponsor. INSU Acquisition Corp. alsoThe following four insurance-related de-SPACing had to include a half-warrant in its IPO, likelytransactions were announced or completed in 2020.because it was the first SPAC for Cohen & Company, Inc. The SPAC was sponsored by aTiberius Acquisition Corp./International General company managed by Andrew Poole, a manager ofInsurance. On October 2019, Tiberius Acquisition capital at various hedge funds with a focus, in part,Corporation (Tiberius) agreed to combine with on analyzing and valuing the entire capital structureInternational General Insurance Holdings Ltd. of public insurance companies. Before sponsoring(IGI), a Dubai insurance holding company. IGI is a Delwinds, Mr.Poole was the chief investmentglobal provider of specialty insurance and reinsur-officer of Tiberius Acquisition Corporation, a SPACance solutions in over 200 countries and territories that went public in March 2018 and combined withwith its principal insurance subsidiary organized in International General Insurance Holdings Ltd. inBermuda. The transaction was structured so that March 2020, and an investment consultant at Thethe resulting holding company was a Bermuda Gray Insurance Company. Interestingly, one of theincorporated company that would qualify as a investors in the sponsor was Vincent J. Dowling, Jr.,foreign private issuer under SEC rules. The one of the premier insurance analysts in the US. transaction closed in October 2020. According to the SPACs IPO prospectus, the SPACThe estimated purchase price of $395 million intends identify and complete an initial businessconsisted of $80 million of cash and $306 million of combination within the insurtech, traditionalTiberius shares (valued at their redemption price of insurance and insurance-relatedproducts andapproximately $10.45). Based on this estimated services industries. The prospectus defined thepurchase price, IGI was valued at approximately insurance sector to include: 1.26x book value. There was also an earnout under Insurtech companies focused on utilizing tech- which IGI stockholders could receive up to an nology across the insurance value chain. Theseadditional approximately 3 million shares depend-companies may include, but are not limiteding on the combined companys trading price to, insurtech companies focused on accessingduring the eight-year period after the closing. In underpenetrated markets, improving insuranceaddition, the sponsor agreed to transfer to certain operational efficiencies, risk selection processesof the target stockholders all of its privately pur-and claims processes by utilizing innovativechased warrants and about one-quarter of its technologies to broadly improve the sector. founders shares. Following the transaction, IGIs stockholders owned 52.6% of the combined com-Insurance carriers, including property-casualty, life,pany, Tiberius stockholders owned 18.0% of the health, title, mortgage and reinsurance; combined company, the SPAC sponsors owned Insurance distribution companies, including retail7.3% of the combined company and the PIPE agents, insurance brokers, managing generalinvestors owned 22.1% of the combined company.24 GLOBAL INSURANCE INDUSTRY|YEAR IN REVIEW 2020'