Merger OCA.U

Kin insurance to merge with Omnichannel Acquisition Corp.

, SPAC Research

Kin Insurance, Inc. (“Kin”), an insurance technology company that makes home insurance easy and affordable, and Omnichannel Acquisition Corp. (NYSE: OCA), a publicly-traded special purpose acquisition company led by serial entrepreneur Matt Higgins and a deep bench of consumer operators, announced today that they have entered into a definitive business combination agreement. Upon closing of the transaction, the combined company will be named Kin Insurance, Inc. and is expected to be listed on the NYSE under the new ticker symbol “KI”.

Kin is the home insurance company For Every New Normal. By leveraging proprietary technology, Kin delivers fully digital homeowners insurance with an elegant user experience, accurate pricing and fast, high-quality claims service. Kin offers homeowners, landlord, condo, and mobile home insurance through the Kin Interinsurance Network (KIN), a reciprocal exchange owned by its customers who share in the underwriting profit. Because of its efficient technology and direct-to-consumer model, Kin provides affordable pricing and peer leading customer reviews without compromising coverage.

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 investors are expected to own approximately 6% of the combined company, and Omnichannel stockholders are expected to own approximately 16%.

The Boards of Directors of each of Omnichannel and Kin approved the transaction. The transaction will require the approval of the stockholders of Omnichannel and Kin, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission (the “SEC”) in connection with the transaction, and the satisfaction of other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close in the fourth quarter of 2021.

J.P. Morgan Securities LLC is acting as exclusive financial advisor to Kin, and Latham & Watkins LLP is acting as its legal counsel. Citigroup Global Markets Inc. is acting as capital markets advisor to Omnichannel, and Winston & Strawn LLP is acting as its legal counsel. J.P. Morgan Securities LLC and Citigroup Global Markets Inc. acted as joint placement agents to Omnichannel on the PIPE transaction, and Mayer Brown LLP is acting as legal counsel to the placement agents.

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