Hippo’s Merger with Reinvent Technology Partners Z

Latham & Watkins LLP acted as Hippo’s legal counsel, while Sullivan & Cromwell LLP served as Reinvent’s legal counsel for the transaction. Davis Polk advised the joint placement agents.

Reinvent Technology Partners Z, a special purpose acquisition company (SPAC), announced its proposed business combination with Hippo Enterprises Inc. and related private placement of common stock, which would result in Hippo becoming a publicly listed company. Upon closing of the transaction, the combined company will be publicly traded. The transaction is expected to be completed in mid-2021, subject to customary closing conditions.

The transaction has been unanimously approved by the Boards of Directors of both Hippo and Reinvent. It is expected to close in mid-2021, subject to the satisfaction of customary closing conditions, including the approval of shareholders of Reinvent and the stockholders of Hippo.

The combined company is expected to have approximately $1.2 billion in cash at closing, including up to approximately $230 million of cash held in Reinvent’s trust account from its initial public offering on November 23, 2020. The transaction is further supported by a $550 million PIPE at $10 per share that was led by current investors (including Dragoneer, Lennar and Ribbit), top tier mutual funds and Reinvent Capital. After the closing of the merger, Hippo’s existing stockholders are expected to own approximately ~87 percent of the pro forma combined company.

Founded in 2015, Hippo’s goal is to make homes safer and better protected by taking a proactive approach designed to prevent losses. Harnessing real-time data, smart home technology, and a growing suite of home services, Hippo is creating the first vertically integrated, end-to-end home protection and insurance platform.

Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC acted as joint placement agents on the PIPE transaction. Barclays acted as financial advisor to Reinvent.

Latham & Watkins LLP represented Hippo in the deSPAC transaction. The mergers and acquisitions deal team was led by Bay Area partners Tad Freese (Picture) and Chad Rolston, with Bay Area associates Adam Whitaker, Amanda Dillon, and Kevin Cergol. The capital markets team was led by Bay Area partner Miles Jennings, with Bay Area associates Andrew Bertolli and Nimrah Khan. Advice was also provided on intellectual property matters by Bay Area partner Anthony Klein and Los Angeles counsel Jia Jia Huang, with Los Angeles associate Nicole Nour; on benefits and compensation matters by Bay Area partner Ashley Wagner, with Bay Area associate Erik Ward; on tax matters by Bay Area partner Grace Lee, with Bay Area associate Jake Meninga; and on data privacy matters by Bay Area counsel Robert Blamires, with Bay Area associate Sam Maerz-Boening.

The Davis Polk corporate team advising the joint placement agents included partners Byron B. Rooney and Stephen Salmon and associate Andrew Rowe.

The S&C team advising on the transaction includes Rodge Cohen, Jared Fishman, Marion Leydier and associates Manon Scales, Patrick Lynch and Kevin Zhou. Ron Creamer and associate Annie Lin advised on tax matters related to the transaction. Heather Coleman and associate Emma Guido advised on executive compensation matters. Mehdi Ansari and associate Daniel Stern advised on intellectual property matters. Special counsel Roderick Gilman advised on insurance regulatory matters. Special counsel Eric Queen advised on antitrust matters.

Involved fees earner: Byron Rooney – Davis Polk & Wardwell; Andrew Rowe – Davis Polk & Wardwell; Stephen Salmon – Davis Polk & Wardwell; Andrew Bertolli – Latham & Watkins; Robert Blamires – Latham & Watkins; Amanda Dillon – Latham & Watkins; Tad Freese – Latham & Watkins; Jia Jia Huang – Latham & Watkins; Miles Jennings – Latham & Watkins; Nimrah Khan – Latham & Watkins; Anthony Klein – Latham & Watkins; Grace Lee – Latham & Watkins; Samantha Anne Maerz-Boening – Latham & Watkins; Jake Meninga – Latham & Watkins; Nicole Nour – Latham & Watkins; Chad Rolston – Latham & Watkins; Ashley Wagner – Latham & Watkins; Erik Ward – Latham & Watkins; Adam Whitaker – Latham & Watkins; Mehdi Ansari – Sullivan & Cromwell; Rodgin Cohen – Sullivan & Cromwell; Heather Coleman – Sullivan & Cromwell; Ronald Creamer – Sullivan & Cromwell; Jared Fishman – Sullivan & Cromwell; Roderick Gilman Jr. – Sullivan & Cromwell; Emma Guido – Sullivan & Cromwell; Marion Leydier – Sullivan & Cromwell; Annie Lin – Sullivan & Cromwell; Patrick Lynch – Sullivan & Cromwell; Eric Queen – Sullivan & Cromwell; Manon Scales – Sullivan & Cromwell; Daniel Stern – Sullivan & Cromwell; Kevin Zhou – Sullivan & Cromwell;

Law Firms: Davis Polk & Wardwell; Latham & Watkins; Sullivan & Cromwell;

Clients: Goldman Sachs & Co.; Hippo; Morgan Stanley; Reinvent Technology Partners Z;

Author: Martina Bellini