TRG to Acquire Doma for $85M
April 2, 2024
Texas-based Title Resources Group (TRG) has entered into a definitive agreement to acquire Doma for about $85 million.
The agreement would be an all-cash transaction with TRG acquiring all Doma’s outstanding shares for $6.29 a share. The transaction, which was unanimously approved by Doma’s Board of Directors, is expected to close in the second half of 2024, pending certain closing conditions, and regulatory and other approvals.
“We look forward to partnering with the Doma team and providing excellent underwriting services to Doma’s many strong agents,” said Scott McCall, president and CEO of TRG.
According to ALTA’s market share data, TRG reported $470 million in title premiums in 2023. Doma reported $302 million in title premium volume last year. Combined, the two had 4.4% marketshare in 2023.
Doma’s underwriting and technology divisions are expected to be renamed Doma TechCo, which Doma said would continue to have access to underwriting services and continued technology deployment for Doma Title Insurance Inc.
Under the terms of the merger agreement, Doma may solicit alternative acquisition proposals from third parties during a 50-day “go-shop” period following the date of execution of the merger agreement. The Doma Board of Directors will have the right to terminate the merger agreement to enter into a superior proposal subject to the terms and conditions of the merger agreement and the payment of a break-up fee. The contract calls for a termination fee of nearly $3.2 million, unless a superior proposal is received during the go-shop period. If that happens, the fee would be about $1.8 million.
Upon closing of the transaction, Doma will no longer be traded or listed on any public securities exchange. Doma was known as States Title prior to going public in 2021.
In January 2019, States Title acquired North American Title Group’s underwriter (North American Title Insurance Co.) and the majority of its retail title business (North American Title Co.) from Lennar.
Lennar, through its affiliates, has 25% voting power of Doma's common stock and it has agreed to vote in favor of the deal. After the transaction, Lennar will hold 8.36% of the merged companies.
Last year, Doma sold its operations in Florida to Near North Title Group, its West Coast operations to Williston Financial Group and its Texas operations to Capital Title of Texas.
Contact ALTA at 202-296-3671 or [email protected].