Doma Holdings Inc. executed a non-binding LOI to acquire Capitol Investment Corp. V (NYSE:CAP) from Millennium Management LLC, Soroban Capital Partners LP, Mark D. Ein, L. Dyson Dryden and others for $3.1 billion in a reverse merger transaction on February 7, 2021. Doma Holdings Inc. entered into a definitive business combination agreement to acquire Capitol Investment Corp. V (NYSE:CAP) in a reverse merger transaction on March 2, 2021. Under the transaction, Capitol Investment will combine with Doma through a combination of stock and cash financing and Doma will go public. The transaction values Doma at an enterprise value of approximately $3 billion and is expected to provide up to $645 million in cash proceeds, including a fully committed PIPE of $300 million and up to $345 million of cash held in the trust account of Capitol Investment. As of March 18, 2021, Capitol Investment and Doma entered into an amendment. Under the Amendment, the calculation of Earnout Shares was changed to clarify that it would be calculated based on Earnout Fully Diluted Shares, the aggregate number of outstanding shares of Capitol Investment's Common Stock, plus the maximum number of shares underlying Converted Options that are vested and the maximum number of shares underlying Capitol Investment's Replacement warrants. Top-tier investors anchoring the PIPE overall include funds and accounts managed by BlackRock, Fidelity Management & Research Company LLC, The Gores Group, Hedosophia, SB Management, a subsidiary of SoftBank Group Corp., and Wells Capital. Existing Doma shareholder, Lennar, has also committed to the PIPE and Spencer Rascoff, co-founder and former Chief Executive Officer of Zillow Group, has committed a personal investment to the PIPE. Upon completion of the transaction, Doma will add up to approximately $510 million of cash to its balance sheet to fund operations and support new and existing growth initiatives. Existing Doma shareholders will own approximately 79/9% of the equity of the new combined company, Capitol shareholders will own 11.7% while PIPE investors would own 8.5%, subject to redemptions by the public stockholders of Capitol and payment of transaction expenses. The combined company is expected to remain listed on the New York Stock Exchange. 

Doma's management team, led by Founder and Chief Executive Officer Max Simkoff, will continue to lead Doma. Mark Ein, Chairman and Chief Executive Officer of Capitol Investment, will join the merged company's Board of Directors upon completion of the transaction. The other Board members of the combined company will consist of Lawrence Summers, Karen Richardson, Matthew E. Zames, Sharda Cherwoo, Stuart Miller, Serena Wolfe, Charles Moldow and Maxine Williams. The anticipated executive officers following business combination will be Noaman Ahmad, Chief Financial Officer; Christopher Morrison, Chief Operating Officer; Hasan Rizvi, Chief Technology Officer and Eric Watson, General Counsel and Secretary.

The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective stockholders of Capitol and Doma, (ii) effectiveness of the proxy / registration statement on Form S-4 to be filed by Capitol in connection with the Business Combination, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iv) receipt of approval for listing on the NYSE of the shares of New Doma Common Stock to be issued in connection with the Merger, (v) that Capitol have at least $5 million of net tangible assets upon Closing and other customary closing conditions. The Merger Agreement provides that the obligations of Doma to consummate the Merger is conditioned upon, that as of the Closing, the amount of Available New Doma Cash is at least equal to or greater than $450 million. The transaction has been unanimously approved by the Boards of Directors of Doma and Capitol. As of June 15, 2021, the expiration or termination of the required waiting periods under the HSR Act has already occurred. As of July 2, 2021, the registration statement has been declared effective. As of July 28, 2021, the transaction has been approved by the shareholders of Capitol Investment Corp. V at its special meeting of shareholders. The transaction is expected to be completed in second quarter of 2021. The transaction is expected to close on July 28, 2021.

J.P. Morgan Securities LLC acted as financial advisor and Paul Sheridan, Daniel Breslin, Rachel Sheridan, Lisa Watts and Adam Kestenbaum of Latham & Watkins LLP acted as legal advisors to Capitol. Deutsche Bank Securities Inc. also acted as capital markets advisor to Capitol. Citigroup Global Markets Inc. acted as financial advisor and Stephen Salmon, Jason Bassetti, Patrick E. Sigmon, Veronica M. Wissel and Pritesh P. Shah of Davis Polk & Wardwell LLP acted as legal advisor to Doma. Morrow & Co., LLC acted as proxy solicitor to Capitol and received a fee of $32,500, plus disbursements. Continental Stock Transfer & Trust Company acted as transfer agent to Capitol.

Doma Holdings Inc. completed the acquisition of Capitol Investment Corp. V (NYSE:CAP) from Millennium Management LLC, Soroban Capital Partners LP, Mark D. Ein, L. Dyson Dryden and others in a reverse merger transaction on July 28, 2021. The combined company Doma Holdings, Inc. will trade on the NYSE under the symbol DOMA.