Delwinds Insurance (DWIN) Announces Anticipated FPA and Revised Backstop
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.