b'Mergers & Acquisitions | SPACsproceeds from any equity financings after givingThe transaction values Clover at an enterprise value effect to any redemptions. In connection with theof approximately $3.7 billion or 4.2x 2021 estimated business combination, INSU II obtained commit- revenues.The business combination agreement ments for a $199 million PIPE.required SCH to have at closing at least $700 million The business combination agreement requires as ain cash, including funds in its trust account and the condition to closing that approval be obtained fromproceeds from any equity financings after giving each of the Delaware Insurance Commissioner and theeffect to any redemptions.In connection with the California Insurance Commissioner of a Form A filing orbusiness combination, SCH obtained commitments written confirmation that no such application isfor a $400 million PIPE, including $155 million from required. Because the owners of the Metromile willinvestors related to the SPAC sponsor.continue to control the combined company, and noClover has two New Jersey domiciled insurance new individual will control more than 10% of the stocksubsidiaries.It is unclear from the public filings of the combined company, it is possible that no Formwhether Form A approval was sought or an exemp-A approval would be required. As SPAC transactions intion was obtained.The disclosure in SCHs the insurance industry are still quite uncommon, thereregistration statement states that [t]o the extent is no consensus as to whether they should be treatedthat the [New Jersey Department of Banking and for change of control purposes as an acquisition, whichInsurance] determines that the transactions require requires a Form A filing, or similar to an IPO whichits consent pursuant to a Form A or exemption typically does not need regulatory approval. therefrom, there can be no assurance that [such] Social Capital Hedosophia Holdings Corp. III/ consent will be obtained. This is another Clover Healthcare Investments Corp. On Octoberexample of the still developing regulatory process 6, 2020, Social Capital Hedosophia Holdings Corp. IIIregarding SPAC business combinations. g(SCH) agreed to combine with Clover Health Investments, Corp. (Clover). Clover operates Medicare Advantage plans. As part of the transaction, SCH redomesticated from the Cayman Islands to Delaware. The transaction closed on January 7, 2021.26 GLOBAL INSURANCE INDUSTRY|YEAR IN REVIEW 2020'