SPACInsider Logo
Delwinds Insurance (DWIN) Announces Anticipated FPA and Revised Backstop
by Marlena Haddad on 2022-09-12 at 1:47pm

Delwinds Insurance (NYSE:DWIN) announced in a press release this afternoon that it will be entering into a forward purchase agreement with an institutional investor and its affiliates in connection to its proposed merger with FOXO Technologies.

As of the date of consummation of the business combination, the parties expect to purchase a certain number of shares of DWIN common stock and may purchase up to an additional 3 million shares from other holders. These shares would be subject to an agreement for up to fifteen months following the closing of the business combination. Additionally, the investor has the right to sell the shares in the open market, and at the end of the term of the agreement, or upon an accelerated maturity date.

Upon entering into this investor agreement, Delwinds expects its previous backstop agreement to be revised. The amendment is anticipated to reflect that the FPA is among the arrangements intended to reduce the backstop investors’ obligations under the agreements, as a result of which, upon the expected non-redemption of public shares in connection with the anticipated investor arrangement, the backstop investors would be not be obligated, and are not expected to, subscribe for DWIN shares.

Today’s FPA comes just two days before DWIN’s special meeting to vote on its business combination with FOXO.  Delwind is funding the deal with approximately $111 million cash from its current trust (down from $201 million after extension vote redemptions), and has not supplemented this with a PIPE.

FOXO’s recent capital raising transactions include a convertible debenture offering, led by institutional investors and joined by The Gray Insurance Company, which generated a minimum of $22.5 million of cash proceeds to FOXO prior to consummation of the transaction.

Although the deal does not include a minimum cash closing requirement, Andrew J. Poole, Chairman and CEO Delwinds, alongside Gray & Company, Inc. have committed to invest up to $10 million in the form of cash or debt in the event that the Delwinds trust does not maintain at least $10 million in cash following redemptions.

Additionally, FOXO secured a $40 million committed equity facility from CF Principal Investments LLC. Under the agreement, CF Principal Investments will provide a Facility of up to $40 million for 36 months following the date when the SEC has declared effective a registration statement covering the stock that will be included in the Facility or until the date on which the Facility has been fully utilized. FOXO will control the timing of each drawdown under the Facility and does not have a minimum drawdown obligation.

Delwinds announced its $369 million combination with FOXO Technologies 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.

 

 

Recent Posts
by Nicholas Alan Clayton on 2022-12-09 at 11:56am

Better World (NASDAQ:BWAC) has entered into a definitive agreement to combine with Heritage Distilling at an enterprise value of $122.2 million. Gig Harbor, Washington-based Heritage produces craft whisky, vodka, rum, gin, and canned cocktails, which it sells primarily through casinos and its owned tasting rooms in the Pacific Northwest. The combined company is expected to...

by Marlena Haddad on 2022-12-09 at 11:44am

  Below is a daily summary of links to the latest SPAC news and rumors gathered across the web.  Latest SPAC News: Southland awarded $70M contract for Denver International Airport expansion project, and Bakkt reduces 15% of employee base Southland Awarded $70 Million Denver International Airport West Gates Pond Expansion Project Southland Holdings, LLC (“Southland”)...

by Marlena Haddad on 2022-12-09 at 11:09am

Altitude Acquisition Corp. (NASDAQ:ALTU) announced this morning that it has signed a non-binding letter of intent (LOI) to combine with a global medical device manufacturer. The SPAC originally teased this deal on October 4, the same day as its redemption deadline, when it announced it was in negotiations to sign a LOI with the medical device...

by Marlena Haddad on 2022-12-09 at 9:48am

InterPrivate II (NYSE:IPVA) disclosed this morning that its shareholders have approved its business combination with car-sharing marketplace Getaround during a special meeting held on Wednesday, December 7. The combined company raised approximately $228 million in gross proceeds through the deal, including the amounts retained in InterPrivate II’s trust account, the conversion of approximately $37.5 million of...

by Marlena Haddad on 2022-12-09 at 9:35am

10X Capital Venture Acquisition Corp. III (NYSE:VCXB) included in an 8-K this morning that it has signed a non-binding letter of intent (LOI) to combine with Sparks Energy. Sparks is a leader in storm response and energy restoration management with qualified crews for overhead and underground distribution, transmission, substation and row operations. However, the 8-K mainly...

Privacy Policy|Terms Of Use
Copyright © 2022 SPACInsider, Inc. All Rights Reserved