Orrick Advises Clover Health on $3.7 Billion SPAC Merger
October.06.2020
Orrick is advising San Francisco-based healthcare technology company Clover Health on its definitive agreement to become publicly traded via a SPAC merger with Social Capital Hedosophia (SCH) (NYSE: IPOC).
The transaction values Clover at $3.7 billion and is expected to provide up to $1.2 billion in cash proceeds, including a contribution of up to $828 million of cash held in SCH’s trust account. The transaction is further supported by a $400 million PIPE, including $100 million from Palihapitiya, $50 million from Hedosophia, and the remainder from investors, including Fidelity Management & Research Company, and funds affiliated with Jennison, Senator Investment Group, Casdin and Perceptive Advisors. Clover will receive up to $728 million of transaction proceeds, and up to $500 million of cash proceeds will be allocated to existing Clover shareholders.
The transaction, subject to approval by SCH’s shareholders and other customary closing conditions, including any applicable regulatory approvals, is expected to close in the first quarter of 2021.
The Orrick team advising Clover is led by Stephen Thau, Matthew Gemello, Bill Hughes and Justin Yi, and includes Niki Fang, Jason Flaherty, William Lamb, Christina Catzoela, Mark Nguyen, Andrew Wallach, Steven Malvey, Heather Cron, J. T. Ho, Davis Doherty, Eric Wall, Jamie Kamen, Diana Gillis and Amy Ray.
The transaction values Clover at $3.7 billion and is expected to provide up to $1.2 billion in cash proceeds, including a contribution of up to $828 million of cash held in SCH’s trust account. The transaction is further supported by a $400 million PIPE, including $100 million from Palihapitiya, $50 million from Hedosophia, and the remainder from investors, including Fidelity Management & Research Company, and funds affiliated with Jennison, Senator Investment Group, Casdin and Perceptive Advisors. Clover will receive up to $728 million of transaction proceeds, and up to $500 million of cash proceeds will be allocated to existing Clover shareholders.
The transaction, subject to approval by SCH’s shareholders and other customary closing conditions, including any applicable regulatory approvals, is expected to close in the first quarter of 2021.
The Orrick team advising Clover is led by Stephen Thau, Matthew Gemello, Bill Hughes and Justin Yi, and includes Niki Fang, Jason Flaherty, William Lamb, Christina Catzoela, Mark Nguyen, Andrew Wallach, Steven Malvey, Heather Cron, J. T. Ho, Davis Doherty, Eric Wall, Jamie Kamen, Diana Gillis and Amy Ray.
