Omnichannel Acquisition Corp.
LIQUIDATION – 5/18/22 – LINK
- Today the SPAC that it will redeem all of its outstanding shares of Class A common stock, effective as of the close of business on June 1, 2022, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation.
The below-announced combination was terminated on 1/26/22. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: Kin Insurance, Inc. [TERMINATED on 1/26/22 – LINK]
ENTERPRISE VALUE: $1.03 billion
ANTICIPATED SYMBOL: KI
Kin Insurance, Inc., an insurance technology company that makes home insurance easy and affordable, and Omnichannel Acquisition Corp. announced today that they have entered into a definitive business combination agreement.
Kin, which currently operates in Florida, Louisiana and California, also announced today it has accelerated its ability to enter into new markets by signing a stock purchase agreement to acquire an inactive insurance carrier that holds licenses in more than 40 states. The proposed acquisition of the inactive insurance carrier and the business combination are both expected to close in the fourth quarter of 2021 following the satisfaction of customary closing conditions, including regulatory approval, and in the case of the business combination, shareholder approval. As Kin looks to soon expand its reach into new markets, the company announced NBA superstar Draymond Green joined four-time major champion golf pro Rory McIlroy in the recent Series C round as an investor, both of whom will assist in raising Kin’s profile across the country in current markets and in new geographies.
Kin is the only pure-play direct-to-consumer digital insurer focused on the complex and growing $100+ billion homeowners insurance market. Kin’s proprietary technology enables customers to insure their homes in minutes online, bringing convenience to a historically manual process. Future customer needs such as making a policy change or filing a claim are similarly automated and convenient. Behind the scenes, Kin utilizes thousands of data points about each property to provide accurate pricing and produce better underwriting results.
SUBSEQUENT EVENT – 1/18/22 – LINK
- The Termination Date of the proposed transactions contemplated by the Business Combination Agreement shall be shortened to February 14, 2022; provided, that the right to terminate the Business Combination Agreement shall not be available to the Company until the earlier of (i) the seventh (7) Business Day following the date of the SPAC Stockholders Meeting or (ii) April 19, 2022.
TRANSACTION
- The business combination reflects an estimated implied pro forma enterprise value at closing of $1.03 billion, assuming no redemptions by Omnichannel’s public stockholders.
- The transaction is further supported by a fully committed $80 million PIPE at $10 per share of Class A common stock of Omnichannel led by HSCM Bermuda and Senator Investment Group.
- The transaction is expected to provide Kin with approximately $242 million of cash at closing, which is in addition to the $80 million raised in the recent Series C financing.
- The funding will be used to support Kin’s continued growth in existing markets, expansion into new markets, new marketing channels and product portfolio expansions including new insurance and home-related products.
- Kin’s existing stockholders will be rolling 100% of their equity into the combined company and are expected to own approximately 74% of the combined company immediately following the closing of the business combination, assuming no redemptions by Omnichannel’s public stockholders.
PIPE
- Fully committed $80.425 million PIPE at $10 per share of Class A common stock of Omnichannel led by HSCM Bermuda and Senator Investment Group.
- 8,042,500 shares at $10.00 per share
SELLER LOCK-UP
- Certain Kin stockholders may not, with limited exceptions, transfer shares until the earlier of
- (i) 180 days after Closing, and
- (ii) the date on which Omnichannel completes a liquidation, merger or similar transaction that results in all Omnichannel stockholders having the right to exchange Class A common stock for cash, securities or other property.
- In the event that Pubco waives, releases, or terminates the lockup provision in the Sponsor Letter Agreement with respect to any shares held by Sponsors, then the holders of the common stock subject to this Lockup Agreement will be granted a pro rata share in such waiver, release or termination.
SPONSOR LOCK-UP
The Sponsor and the insiders party to the agreement agree to not transfer any Founder Shares until the earlier of:
- (i) one year after the completion of the Business Combination
- (ii) any time during which the closing price of the Pubco common stock equals or exceeds $12.00 per share for 20 days in any 30-day period (such period commencing at least 150 days after the Business Combination)
- (iii) the date on which Omnichannel completes a liquidation, merger or similar transaction that results in all Omnichannel stockholders having the right to exchange Class A common stock for cash, securities or other property.
SPONSOR AGREEMENT
- The Sponsor agreed to forfeit 774,375 Founder Shares and 1,226,000 Private Placement Warrants.
NOTABLE CONDITIONS TO CLOSING
- The consummation of the Business Combination is conditioned upon Omnichannel having an aggregate cash amount of at least $200 million available at Closing from the Company’s trust account and PIPE Investors (the “Minimum Cash Condition”).
NOTABLE CONDITIONS TO TERMINATION
- By either Kin or Omnichannel if the closing of the Business Combination has not occurred on or before April 19, 2022 (the “Outside Date”).
- Amended 1/18/22 – The Termination Date of the proposed transactions contemplated by the Business Combination Agreement shall be shortened to February 14, 2022; provided, that the right to terminate the Business Combination Agreement shall not be available to the Company until the earlier of (i) the seventh (7) Business Day following the date of the SPAC Stockholders Meeting or (ii) April 19, 2022.
ADVISORS
- J.P. Morgan Securities LLC is acting as exclusive financial advisor to Kin.
- Latham & Watkins LLP is acting as legal counsel to Kin.
- Citigroup Global Markets Inc. is acting as capital markets advisor to Omnichannel
- Winston & Strawn LLP is acting as legal counsel to Omnichannel.
- J.P. Morgan Securities LLC and Citigroup Global Markets Inc. acted as joint placement agents to Omnichannel on the PIPE transaction
- Mayer Brown LLP is acting as legal counsel to the placement agents.
MANAGEMENT & BOARD
Executive Officers
Matt Higgins, 45
Chief Executive Officer, Chairman and Director
In 2012, Mr. Higgins co-founded RSE Ventures, a private investment firm that focuses on sports and entertainment, media and marketing, food and lifestyle, and technology, where he currently serves as its chief executive officer. Mr. Higgins represents RSE Ventures on numerous boards of directors, including Momofuku, Drone Racing League, &pizza, Fuku, Milk Bar, Bluestone Lane, Derris, VaynerMedia, FanVision, SkOUT Secure Intelligence and Relevent Sports. Mr. Higgins has also served as the vice chairman of the Miami Dolphins since 2012 and on the board of directors of Healthe Lighting (since 2020) and Autism Speaks (since 2013). In connection with RSE Ventures, Mr. Higgins has also launched several companies, including the International Champions Cup, Insignia and VaynerRSE, alongside Gary Vaynerchuk in 2014. Mr. Higgins is an Executive Fellow at the Harvard Business School, where he co-teaches a course on emerging consumer trends, Moving Beyond DTC, through Harvard’s Short Immersive Program (SIP). Mr. Higgins received his Bachelor of Arts in political science and honorary doctorate from Queens College and his J.D. from Fordham Law, where he was a member of the Fordham Law Review.
Chris Pantoya, 51
Chief Financial Officer
Ms. Pantoya has served as the chief commercial officer, head of strategy of FANchise, a professional football e-sports platform, since July 2020. Additionally, Ms. Pantoya currently serves as a board member of Ryman Hospitality Properties (NYSE: RHP) (since February 2019) and the managing director of Uncommon Brands, which she founded in January 2019. Prior to these roles, Ms. Pantoya was a senior vice president and the head of the Mobile & Direct-to-Consumer division of the National Basketball Association from January 2015 to October 2018 and a vice president in the corporate development and strategy department of Verizon Communications from April 2012 to January 2015. Ms. Pantoya has held numerous other senior operating roles in various telecommunications companies throughout her career, including Cox Communications, Enhanced Wireless, Clearwire, Sprint Nextel and PrimeCo. She attended Old Dominion University where she received her MBA in 1995 and her Bachelor of Arts in Spanish in 1993.
Austin Simon, 30
Chief Operating Officer
Prior to joining the Company, Mr. Simon was an associate at Kainos Capital, a private equity firm dedicated to the consumer sector from July 2016 to July 2018. Before that, Mr. Simon was an associate at BlackRock in the U.S. Private Capital group, a principal investment team focused on private equity and credit investments in middle market companies from May 2013 to July 2016. At BlackRock, Mr. Simon’s team led the formation of Gordon Brothers Finance Company, a retail industry-focused investment platform jointly managed by BlackRock U.S.P.C. and Gordon Brothers Group. Mr. Simon started his career at Deutsche Bank as an analyst from 2012 to 2013 in the consumer and retail industry coverage group. He received his bachelor’s degree in Economics from Tulane University, summa cum laude in 2012, and his Master of Business Administration from The Wharton School in 2020.
Board of Directors
Bobbi Brown, 63
Director nominee
Mrs. Brown is the founder of Bobbi Brown Cosmetics, where she served as the Chief Creative Officer until 2016. Mrs. Brown also launched Beauty Evolution, a modern lifestyle company for all things wellness, beauty, and everything in between. Beauty Evolution has facilitated the launch of three new brands: EVOLUTION_18, a line of lifestyle-inspired wellness and beauty ingestible products; justBOBBI.com, an editorial platform; and THE GEORGE, a boutique hotel. She is the Beauty & Lifestyle Editor of Elvis Duran and The Morning Show, has her own podcast, and pens columns for Charlotte’s Book, PureWow, and Naturally, Danny Seo. She is the author of nine books, including many New York Times bestsellers. Mrs. Brown has received wide recognition, including the Glamour Woman of the Year Award, the Fashion Group International Night of Stars Beauty Award, and the Jackie Robinson Foundation’s ROBIE Humanitarian Award. She was appointed by President Obama to the Advisory Committee for Trade Policy and Negotiation and has been inducted into the New Jersey Hall of Fame. Mrs. Brown earned her Bachelor of Fine Arts from Emerson College and holds honorary doctorate degrees from Montclair State University, Fashion Institute of Technology, Monmouth University, and Emerson College.
Albert Carey, 69
Director Nominee
Mr. Carey currently serves as the chairman of the board of Unifi, Inc. (since April 2019) and has been on the board of directors of The Home Depot since 2008. Mr. Carey previously served as the Chief Executive Officer of PepsiCo North America from March 2016 to April 2019, where he was responsible for leading PepsiCo’s North America Beverage business, Frito Lay North America, and the North America Nutrition business. Prior to his role as the chief executive officer, Mr. Carey held multiple executive roles at PepsiCo, working across the snacks and beverages portfolio. He served as president and CEO of Frito-Lay North America, where he led the snack and convenient foods business, and as president of PepsiCo Sales, where he led sales and customer management for the company’s retail, foodservice and fountain businesses. Prior to joining PepsiCo in 1981, Mr. Carey worked at Procter & Gamble for seven years. Mr. Carey is on the Board of Trustees, and the Dean’s advisory council of the Robert H. Smith School of Business, both at the University of Maryland. Mr. Carey holds a Bachelor of Science in Government and Politics from the University of Maryland.
Priya Dogra, 41
Director Nominee
Mrs. Dogra currently serves as the President, WarnerMedia for Europe, the Middle East, Africa, and Asia (excluding China) (since July 2020). She is responsible for various commercial and content activities, including theatrical distribution, advertising, affiliate sales, content sales, programming, production as well as the operations of the company’s linear channels across the regions. Mrs. Dogra has been in the media sector for over a decade and prior to this role, she served as the head of Strategy & Corporate Development for WarnerMedia from August 2018 to July 2020, with responsibility for driving the company’s overall corporate growth initiatives and their direct-to-consumer strategy internationally. Previously, Mrs. Dogra served as the head of Mergers & Acquisitions for Time Warner from August 2015 to July 2018. She has extensive public company deal experience and considerable background in direct-to-consumer activities. Prior to WarnerMedia, Mrs. Dogra spent seven years at Citigroup in the Media and Telecom Investment Banking group. Mrs. Dogra received her Bachelor of Science in Commerce and Computer Science from the University of Toronto.
Vicky Free, 50
Director Nominee
Mrs. Free currently serves as the senior vice president and Chief Marketing Officer for Novant Health (since May 2019) and has more than 25 years of experience in marketing and brand management. At Novant, she oversees and implements the organization’s marketing strategies including brand, market research, paid media and campaign management, digital engagement as well as insights and analytics. Mrs. Free was previously the senior vice president of global brand strategy, marketing and creative for Disney/ABC International from March 2017 to May 2019, where she led the overall brand strategy, marketing campaign development, retail marketing and digital initiatives to drive sales, ownership and consumption of Walt Disney Studios Theatrical in-home content and ABC Television Distribution content. Prior to working at Disney/ABC International, Mrs. Free served as executive vice president and chief marketing officer for BET Networks from June 2011 to January 2017, where she led brand strategy and consumer advertising across the BET Networks enterprise. Mrs. Free also held several marketing leadership positions with Time Warner, including Turner Networks, TNT, TBS and TCM. Prior to her work in national media, Mrs. Free worked with McDonald’s Corporation to develop annual marketing campaigns for women and multicultural markets. Mrs. Free is a member of the Executive Leadership Council and on the board of directors for PromaxBDA, serving as the Secretary of the Executive Board, and is a member of the University of South Carolina Dean’s Advisory Board. She has been recognized for her executive leadership and marketing expertise by Ad Age, Ebony, UpTown, CableFax 50 Most Powerful Women & Minorities in Cable (2008-2018), NAMIC, Multicultural TV Leadership Awards, PromaxBDA, Black Enterprise, The Network Journal, and Delta Sigma Theta Sorority Inc. Mrs. Free earned her Bachelor of Arts in mass communications from the University of South Carolina and a Master of Business Administration from the Kellogg School of Management at Northwestern University. She has also earned leadership certifications from UCLA’s Anderson Graduate School of Management and Harvard University.
Mark Gerson, 48
Director Nominee
Mr. Gerson currently serves on the board of directors of the Gerson Lehrman Group (GLG), which position he has held since he co-founded GLG in 1998. He is also the co-founder of several other companies in industries ranging from healthcare services to enterprise software, and Create, a venture studio that is launching companies across a number of diversified industries, where he also serves as a board member. Mr. Gerson also serves as a director of Julius (since June 2017), Voray (since August 2014), Quality Reviews (since June 2012), Thuzio (since April 2012) and Matterhorn (since August 2011). He has been a seed round investor in companies in industries from diversified consumer products to biotechnology. Mr. Gerson is also the co-founder and Chairman of United Hatzalah, the crowd-sourced network of volunteer first responders throughout Israel with affiliates throughout the world. He is also the co-founder and Chairman of the Africa Mission Healthcare Foundation, which supports the work of medical missionaries in Africa through clinical care, training and infrastructure. He has a regular column on the Torah on the Christian Broadcasting Network, and his book, “The Telling — How Judaism’s Essential Book Reveals the Meaning of Life” is forthcoming from St. Martin’s Essentials in March 2021. Mark received his bachelor’s degree from Williams College, summa cum laude, and received his J.D. from Yale Law School.
Emmett Shine, 37
Director Nominee
Mr. Shine is the Co-Founder and Executive Creative Director (since August 2019) of Pattern, a family of consumer brands that work together to help people enjoy daily life. Each brand provides the essentials to make, shape, and grow a home — the center of daily life. Prior to Pattern, Mr. Shine founded Gin Lane, serving as President and Executive Creative Director from January 2008 to August 2019. Gin Lane helped usher in a new wave of consumer-led, digital-first brands, helping to launch and grow Harry’s, SmileDirectClub, Sweetgreen, Hims, Stadium Goods, Quip, Recess, Haus, Sunday Goods, and many more. Mr. Shine is on the founding team of JAJA Tequila and an advisor to Care/Of, Sunday Goods, Swell Energy, Shhhowercap, and Recess.