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Delwinds Insurance (DWIN) Shareholders Approve FOXO Deal
by Nicholas Alan Clayton on 2022-09-15 at 7:06am

Delwinds Insurance (NYSE:DWIN) announced in an 8-K this morning that its shareholders approved its combination with insurtech firm FOXO at a special meeting September 14.

The SPAC had already tipped on Tuesday that 99.5% of its shares were redeemed in connection with the vote. But, this will not interfere with its deal’s closing as the transaction includes $22.5 million in convertible debt, a $40 million committed equity facility and an FPA to purchase up to 3,000,000 shares.

The parties now expect to close the transaction later today, after which the combined company’s shares are expected to trade under the symbol “FOXO” beginning on September 16.

The parties announced their $297 million combination earlier this year on February 24. Minneapolis, Minnesota-based FOXO Technologies utilizes AI-driven bioinformatics and technologies to develop and commercialize epigenetic biomarkers of health and aging for the life insurance industry.


ADVISORS

  • Deutsche Bank Securities acted as exclusive financial advisor to FOXO.
  • RBC Capital Markets acted as Exclusive Financial Advisor to Delwinds.
  • RBC Capital Markets and Cantor Fitzgerald acted as Capital Markets Advisors to Delwinds.
  • Houlihan Lokey provided additional financial advice to the Delwinds board of directors.
  • Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC acted as placement agents for the convertible debenture and redemption backstop.
  • Mitchell Silberberg & Knupp and Stinson LLP acted as legal advisors to FOXO.
  • Ellenoff, Grossman & Schole LLP acted as legal advisor to Delwinds while Lamson, Dugan and Murray LLP acted as insurance regulatory counsel to Delwinds.
  • Proskauer Rose LLP is serving as legal advisor to Cohen & Company Capital Markets.
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