Proptech startup States Title, now Doma, going public via SPAC in $3B deal

Real estate tech startup Doma, formerly known as States Title, announced Tuesday it will go public through a merger with SPAC Capitol Investment Corp. V in a deal valued at $3 billion, including debt.

SPACs, often called blank-check companies, are increasingly common. They exist as publicly traded entities in search of a private company to combine with, taking the private entity public without the hassle of an IPO.

When it floats later this year, Doma will trade on the New York Stock Exchange under the ticker symbol DOMA. The transaction is expected to provide up to $645 million in cash proceeds, including a fully committed PIPE of $300 million and up to $345 million of cash held in the trust account of Capitol Investment Corp. V.

CEO Max Simkoff founded San Francisco-based Doma in September 2016 with the aim of creating a technology-driven solution for closing mortgages instantly." While it initially was founded to instantly underwrite title insurance, the company has expanded that same approach to handle every aspect" of closing and escrow.

Doma has developed patented machine learning technology that it says reduces title processing time from five days to as little as one minute" and cuts down the entire mortgage closing process from a 50+ day ordeal to less than a week." The startup has facilitated over 800,000 real estate closings for lenders such as Chase, Homepoint, Sierra Pacific Mortgage and others.

The name change is designed to more accurately reflect its intention to expand well beyond" title into areas such as appraisals and home warranties.

Its goal with going public is to be able to continue to invest in growth, market expansion and new products."

Anchoring the PIPE include funds and accounts managed by BlackRock, Fidelity Management & Research Company LLC, SB Management (a subsidiary of SoftBank Group), Gores, Hedosophia, and Wells Capital. Existing Doma shareholder Lennar has also committed to the PIPE and Spencer Rascoff, co-founder and former CEO of Zillow Group, has committed a personal investment to the PIPE.

Up to approximately $510 million of cash proceeds are expected to be retained by Doma, and existing Doma shareholders will own no less than approximately 80 percent of the equity of the new combined company, subject to redemptions by the public stockholders of Capitol and payment of transaction expenses.

In mid-February, Doma announced it had closed on $150 million in debt financing from HSCM Bermuda, which had previously invested in the company. And last May, it announced a massive $123 million Series C round of funding at a valuation of $623 million.

Results

The company posted modest growth from 2019 to 2020, seeing its GAAP revenues rise from $358.1 million to $409.8 million. After removing premiums paid to agents, its revenues (retained premiums and fees") decreased to $179.8 million in 2019 and $189.7 million in 2020. (For this section we're leaning on the reported 2020 numbers that are caveated with an estimated" tag. As it is March, we expect the final 2020 numbers to come in close enough to what was reported as to make us comfortable citing them.)

In 2021 the company also anticipates modest growth, with GAAP revenues estimated at $416.4 million, and its retained revenue figure landing at $226.4 million. More expansive growth is anticipated and sketched out for 2022 and 2023, though as those figures are far in the future we can discount them for now.

Doma also expects its economics to worsen in 2021, with its adjusted gross profit as a percentage of its retained premiums and fees falling from 48.3% last year to 39.5% this year. Of course we're so far off the GAAP ranch with that metric as to be lost, but it's worth noting what the company is telling the street about its impending financial performance.

Other metrics are also pointed in a negative direction, with Doma expecting its adjusted EBITDA to fall from -$19.0 million to -$66.6 million in 2021. The company does predict a rosy 2023 adjusted EBITDA number, for whatever stock you want to put in that.

Without discounting costs, Doma's 2020 net loss of $35.1 million is expected to expand to $103.1 million this year. Still, as with many entities pursuing a public debut via a SPAC, Doma is debuting while it is still sorting out elements of its business as the pandemic starts to diminish in light of increasingly readily available vaccines. It certainly has high hopes for its future.

The SPAC parade

Doma joins the growing number of proptech companies going the public route. On Monday, Compass, the real-estate brokerage startup backed by roughly $1.6 billion in venture funding, filed its S-1.

In 2020, Social Capital Hedosophia II, the blank-check company associated with investor Chamath Palihapitiya, announced that it would merge with Opendoor, taking the private real estate startup public in the process.

Porch.com also went public in a SPAC deal in December. And, SoftBank-backed View, a Silicon Valley-based smart window company, will complete a recent SPAC merger to be publicly listed on the NASDAQ stock exchange on March 9. The company is expected to debut trading with a market value of $1.6 billion.