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CORRESP
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	doma20240621_corresp.htm

			Alan F. Denenberg

			+1 650 752 2004

			alan.denenberg@davispolk.com

			Davis Polk & Wardwell LLP

			1600 El Camino Real

			Menlo Park, CA 94025

			davispolk.com

			June 27, 2024

VIA EDGAR

			Re:

			Doma Holdings, Inc.

			Schedule 13E-3 filed by Doma Holdings, Inc. et al.

			Filed on May 22, 2024

			File No. 005-91880

			Preliminary Proxy Statement

			Filed on May 21, 2024

			File No. 001-39754

Mr. Daniel Duchovny

Special Counsel

Division of Corporation Finance

Office of Mergers and Acquisitions

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

Ladies and Gentlemen:

This letter responds to comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter from the Staff dated June 11, 2024 (the “Comment Letter”) regarding the above-referenced Schedule 13E-3 of (i) Doma Holdings, Inc. (the “Registrant”), (ii) RE Closing Buyer Corp., RE Closing Merger Sub Inc., and Closing Parent Holdco, L.P. (the “Parent Entities”), and (iii) Lennar Corporation, LEN FW Investor, LLC and LENX ST Investor, LLC (the “Lennar Entities,” together with Registrant and the Parent Entities, collectively, the “Filing Persons”), as filed with the Commission on May 22, 2024 (the “Schedule 13E-3”) and the Preliminary Proxy Statement of the Registrant as filed with the Commission on May 21, 2024 (the “Proxy Statement” and together with the Schedule 13E-3, the “Filings”). In conjunction with this letter, the Registrant is filing via EDGAR, for review by the Staff, Amendment No. 1 to the above-referenced Proxy Statement (“Amendment No. 1 to the Proxy Statement”) and Amendment No. 1 to the above-referenced Schedule 13E-3 (“Amendment No. 1 to the Schedule 13E-3”).

For your convenience, we have also included the text of the applicable comment in the Comment Letter in bold immediately before each response. All references to page numbers in our responses refer to the page numbers of Amendment No. 1 to the Proxy Statement or Amendment No. 1 to the Schedule 13E-3, as applicable. Capitalized terms used but not defined in this letter have the same meaning as ascribed to them in the Filings, unless otherwise indicated.

Schedule 13E-3

General

			1.

			We note that you have requested confidential treatment for several exhibits to the Schedule 13E-3. Please note that we will issue any comments separately.

The Registrant respectfully notes the Staff’s comment and will respond to any further comments issued by the Staff.

			2.

			Please add the entities in the TRG Group as filing persons. See Compliance and Disclosure Interpretation 101.02 (Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3). Also, include Centerbridge and CB RE Closing Aggregator, L.P. as filing persons or provide us your detailed legal analysis supporting your determination not to include each entity as a filing person.

The Parent Entities respectfully note the Staff’s comment and the Filing Persons have amended (i) Schedule 13E-3 to reflect the addition of RE Closing GP, LLC (“Topco GP”), the general partner of Topco, as a filing person, and (ii) the Proxy Statement to reflect Topco GP as a Parent Entity. Please see page 112 of Amendment No. 1 to the Schedule 13E‑3 and page x of Amendment No. 1 to the Proxy Statement, respectively.

Further, the Parent Entities acknowledge the Staff’s comment to include the TRG Group, Centerbridge and CB RE Closing Aggregator, L.P. (“Aggregator”) as filing persons (or provide detailed legal analysis in support of the determination not to include).  The Parent Entities respectfully note that Parent and Topco are filing persons on the Schedule 13E-3, with the addition of Topco GP as a filing person, on Amendment No. 1 to Schedule 13E-3. The only other entity in the “TRG Group” (as such term is used in the Schedule 13E-3 and Proxy Statement, is Title Resources Guaranty Company (“TRGC”) a licensed insurance company.  The Parent Entities have respectfully declined to include TRGC, or Centerbridge or Aggregator, as filing persons, on the basis that such entities are not required to be filing persons, for the reasons described below.

As noted in Compliance and Disclosure Interpretation 101.02 (Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3) (the “C&DI”), which was referenced in the Staff’s comment, “[w]here the [affiliated] purchaser has created a merger subsidiary or other acquisition vehicle to effect the transaction, the staff will “look through” the acquisition vehicle and treat as a separate, affiliated purchaser the intermediate or ultimate parent of that acquisition vehicle.”

The C&DI addresses the requirement to include as a filing person the ultimate parent of an affiliated purchaser’s acquisition vehicle. None of Parent, the direct purchaser in the going private transaction subject of the Filings, nor any affiliate of Parent (including, without limitation, TRGC, Merger Sub, Topco, Topco GP and Aggregator, or Aggregator’s affiliate, Centerbridge), are affiliates of the Registrant within the meaning of Rule 13e-3(a)(1), and therefore none of such entities are “affiliated purchasers” for purposes of Schedule 13E-3 and the C&DI.

Further, the Parent Entities have determined that it is appropriate to include Topco GP, Topco, Parent and Merger Sub as filing persons in view of the following facts: (i) Lennar, an affiliate of the Registrant within the meaning of Rule 13e‑3(a)(1), will subscribe for equity in Topco pursuant to the Lennar Investment Agreement, and Topco GP is Topco’s general partner, and (ii) Parent and Merger Sub are parties to the Merger Agreement as the direct entities to effect the going private transaction subject of the Filings. TRGC, a licensed title insurance underwriter and direct subsidiary of Parent, is a sister company of Merger Sub and therefore will be a sister company of the Company following the Closing. As such, TRGC will not be an owner, nor will TRGC have any control over the management or business, of the Company following the Closing, and is not otherwise required to be a filing person. Aggregator is a limited partner of Topco, and Centerbridge is an affiliate of Aggregator.  As none of Topco, Parent or Merger Sub are “affiliated purchasers”, the limited partner affiliates of Topco (and their affiliates) are not required to be filing persons.

			June 27, 2024
			2

We also note, to the extent relevant to the Staff’s consideration, the Lennar Stockholders, which are affiliates of the Registrant within the meaning of Rule 13e-3(a)(1), have included their ultimate parent, Lennar Corporation, as a filing person.

Preliminary Proxy Statement - Special Factors - Background of the Merger, page 19

			3.

			We note that, beginning in July 2023, Lennar began considering various potential strategic investment opportunities with Centerbridge, including transactions with respect to Lennar’s ownership of Doma shares. Please provide a legal analysis of Lennar’s compliance with its obligations to amend its Schedule 13D between July 2023 and April 1, 2024.

The Lennar Entities respectfully note the Staff’s comment. Item 4 of Schedule 13D requires disclosure of “any plans or proposals which the reporting person may have” which relate to or would result in any one of ten listed occurrences.  Item 6 of Schedule 13D requires disclosure of “any contracts, arrangements, understandings, or relationships (legal or otherwise)” relating to securities of the issuer.  Lennar did not have any plans or proposals regarding the Registrant and, until the end of March 2024, Lennar did not have any contracts, arrangements or understandings regarding its shares of the Registrant’s common stock.

The plans or proposals which resulted in Lennar’s agreement to vote in favor of the Merger Proposal and to invest the cash it receives in consideration for its existing shares of Common Stock at the Closing pursuant to the Merger Agreement plus an additional $17 million in TRG Group were not made by Lennar.  TRG Group stated at least as early as a proposal it made to the Registrant on November 15, 2023 that it would be a condition of closing of any transaction between TRG Group and the Registrant that Lennar invest any proceeds it receives pursuant to  any such potential transaction and make an additional investment in TRG Group or its parent. Over the following months representatives of Lennar repeatedly expressed doubt that Lennar would make an investment in excess of its proceeds from any potential transaction.  Please see the “Special Factors—Background of the Merger” section beginning on page 19 of Amendment No. 1 to the Proxy Statement which states that as late as March 11, 2024, representatives of Lennar and representatives of TRG Group were not in alignment over the investment TRG Group wanted Lennar to make.  In fact, until there was an agreement between TRG Group and the Special Committee with respect to the per share consideration, the amount of any additional Lennar investment could not be ascertained.  The offer from representatives of Centerbridge that would end up being the agreed upon per share Merger Consideration was not made until March 26, 2024 and it was not until March 27, 2024 Lennar and TRG Group finalized drafts of the agreements related to the Lennar Investment.  Further, it was not until March 28, 2024 that agreements regarding the Lennar Investment were executed.  Therefore, there were no contracts relating to Lennar’s involvement in the Merger until March 28, 2024, and there were no arrangements or understandings about what that involvement would be until, at the earliest, March 26, 2024.

Attached as “Annex A” to this letter is a chronology, prepared using the disclosures from the “Special Factors—Background of the Merger” section beginning on page 19 of Amendment No. 1 to the Proxy Statement which provide a summary overview of Lennar’s involvement in the negotiations regarding the Merger and Lennar’s investment in Topco.  This chronology makes it clear that Lennar did not agree until the end of March 2024, even in principle, to the investment it would make in Topco, which was a condition to TRG Group’s willingness to enter into the Merger Agreement.  Therefore, there was no reason for Lennar to amend its Schedule 13D until the end of March 2024.

			June 27, 2024
			3

			4.

			We note that, on January 25 and February 18, 2024, TRG Group sent presentations to Lennar with proposed investment terms, among other things. Please provide the disclosure required by Item 1015 of Regulation M-A with respect to those reports.

In response to the Staff’s comment, the Filing Persons respectively advise the Staff that the January 25, 2024 presentation (the “January Materials”) and the February 18, 2024 presentation (the “February Materials”, together with the January Materials, the “TRGC Diligence Materials”) referenced in the Staff’s comment do not constitute reports, opinions or appraisals from an outside party that are materially related to the Rule 13e-3 transaction as contemplated by Item 1015(a) of Regulation M‑A.

The January Materials were prepared on behalf of Topco by TRGC, an affiliate of the Parent Entities, not an outside party within the meaning of Item 1015 of Regulation M-A.  The February Materials were prepared on behalf of Topco by Centerbridge, an affiliate of Aggregator (which, as noted above, is a limited partner of Topco), not an outside party within the meaning of Item 1015 of Regulation M-A.  The TRGC Diligence Materials are not reports, opinions or appraisals within the meaning of Item 1015(a) of Regulation M-A, which reports, opinions and appraisals are typically externally prepared, paid and diligenced work product that provide material information important to stockholders of an issuer in assessing a going-private transaction.  The TRGC Diligence Materials are internally prepared presentations that focus on the business of TRGC and the opportunity to invest in Topco, and were provided to Lennar Corporation as part of the customary diligence and negotiation process in connection with Lennar’s consideration of the Lennar Investment.  The TRGC Diligence Materials were not provided to or reviewed by the Company, the Company Board or the Special Committee, and are not materially related to the Merger or the Company.  As such, the Filing Persons respectfully submit that none of the TRGC Diligence Materials constitute a report, opinion or appraisal received from an outside party that is materially related to the Rule 13e-3 transaction within the meaning of Item 1015(a) of Regulation M-A.

			5.

			Please describe the “new issue” that arose on March 12, 2024, which is referenced on page 36.

The Registrant respectfully notes the Staff’s comment and has revised the Proxy Statement in response to the Staff’s comment. Please see the “Special Factors—Background of the Merger” section beginning on page 19 of Amendment No. 1 to the Proxy Statement.

Preliminary Proxy Statement - Special Factors - Purpose and Reasons of the Company for the Merger, page 41

			6.

			We note that the board of directors adopted the special committee’s conclusions and that the special committee considered the opinion and presentation by Houlihan Lokey. Note that if any filing person has based its fairness determination on the analysis of factors undertaken by others, such person must expressly adopt this analysis and discussion as their own in order to satisfy the disclosure obligation. See Question 20 of Exchange Act Release No. 34-17719 (April 13, 1981). Please revise.

			June 27, 2024
			4

The Registrant respectfully notes the Staff’s comment and has revised the Proxy Statement in response to the Staff’s comment. Please see the “Special Factors—Purpose and Reasons of the Company for the Merger; Recommendation of the Company Board and the Special Committee; Fairness of the Merger” section beginning on page 41 of Amendment No. 1 to the Proxy Statement.

Preliminary Proxy Statement - Special Factors - Opinion of Houlihan Lokey, page 49

			7.

			Please revise to disclose the data underlying the results in the Selected Company Analysis, including the estimated adjusted income for the fiscal year ending December 31, 2025 for the Company’s underwriting segment.

The Registrant respectfully notes the Staff’s comment and has revised the Proxy Statement in response to the Staff’s comment. Please see the “Special Factors—Opinion of Houlihan Lokey” section beginning on page 49 of Amendment No. 1 to the Proxy Statement.  In addition, the Registrant respectfully advises the Staff that the estimated adjusted income for the fiscal year ending December 31, 2025 for the Registrant’s underwriting segment is disclosed on page 64 of the proxy statement under the heading, “Special Factors—Certain Unaudited Prospective Financial Information.”

Preliminary Proxy Statement - Special Factors - Position of the Parent Entities, page 56

			8.

			Please remove the language referring to a “possible interpretation” of the rules applicable to going private transactions and that the Parent Entities “may be deemed to be engaged in a ‘going private’ transaction” as you have determined to file a Schedule 13E-3. Apply this comment to the sections beginning on pages 58 and 59.

The Parent Entities respectfully note the Staff’s comment and have revised the Proxy Statement in response to the Staff’s comment. Please see the following sections “Special Factors—Position of the Parent Entities as to the Fairness of the Merger,” “Special Factors—Position of the Lennar Entities as to the Fairness of the Merger,” “Special Factors—Purpose and Reasons of the Parent Entities for the Merger” and “Special Factors—Purpose and Reasons of the Lennar Entities for the Merger”, beginning on pages 56, 58, 59 and 60 of Amendment No. 1 to the Proxy Statement