b'Mergers & Acquisitions | SPACsThe business combination agreement requiredservices, with particular emphasis on regulated Tiberius to have at closing at least $100 million ininsurance or reinsurance companies. cash, including funds in its trust account and theNotwithstanding its focus on the insurance and proceeds from any equity financings after givinginsurance-related services industries, the company effect to any redemptions. In connection with thecompleted, in October 2020, a business combina-business combination, Tiberius obtained commit- tion with Shift Technologies, Inc. (Shift). Shift is an ments for a $23 million PIPE. Tiberius also obtainede-commerce platform that facilitates the purchase of a backstop commitment from two of its directorsused cars. Because the target is not in the insurance and The Gray Insurance Company (collectively, theand insurance-related services industries, we will not Backstop Investors), pursuant to which thediscuss this transaction further.Backstop Investors agreed to purchase up to anINSU Acquisition Corp. II/Metromile. On aggregate of $20 million of Tiberius common stock ifNovember 24, 2020, INSU II agreed to combine with needed to meet the minimum cash condition.Metromile. Metromile is a digital insurance platform Church Mutual Insurance Company (Church) alsoand pay-per-mile auto insurer. The transaction is committed, pursuant to a forward purchase contract,expected to close in the first quarter of 2021.to purchase, in a private placement to occur concur- In the transaction, Metromile shareholders will rently with the consummation of the businessreceive approximately 84.2 million shares with an combination, 1.5 million of Tiberius units (consistingestimated value of $842 million and up to $30 of a shares of common stock and a warrant), atmillion in cash. The purchase price is also subject to $10.00 per unit, and 300,000 shares of commona post-closing net working capital adjustment. stock (which shares were issued for no additionalBased on this consideration, the combined com-consideration and have the same terms as thepany has an estimated enterprise value of founder shares) for total gross proceeds of $15approximately$956 million representing 3.7x million. At the same time, Tiberius entered into anestimated 2022 revenues and 15.2x estimated 2022 agreement to purchase from Church at the closinggross profit. There is also an earnout under which of the business combination (and after giving effectMetromile stockholders could receive up to an to the forward purchase contract), 3 million of theadditional approximately 10 million shares depend-Tiberius warrants owned by Church, including theing on the combined companys trading price 1.5 million warrants to be issued to Church at theduring the two-year period after the closing. INSU closing pursuant to the forward purchase contract. IIs sponsor agreed to forfeit 1.177 million promote Finally, following the closing of the business combina- shares and 5,100,334 will be converted into earnout tion, the combined companys board would consist ofshares which vest based on the company trading seven directors, five designated by IGI (at least two ofprices. Following the transaction, Metromiles whom would be considered independent understockholders will own 64.6% of the combined Nasdaq requirements) and two designated bycompany, INSU IIs stockholders will own 17.6% of Tiberius (at least one of whom would be consideredthe combined company, the SPAC sponsors will independent under Nasdaq requirements). own 5.5% of the combined company and the PIPE Insurance Acquisition Corp./ Shift Technologies.investors will own 12.3% of the combined company.Insurance Acquisition Corp. completed its IPO inThe business combination agreement required March 2019 with the stated purpose of looking for aINSU II to have at closing at least $199 million in business providing insurance or insurance-relatedcash, including funds in its trust account and the MAYER BROWN 25'