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QOMPLX to Merge with SPAC in Deal Valuing QOMPLX at USD 1.4bn
Wednesday 03 March 2021

US-based risk analytics provider QOMPLX has entered into a business combination with US special purpose acquisition company Tailwind (NYSE: TWND), reflecting an estimated post-transaction equity value for QOMPLX of approximately USD1.4 bn, the company said.

The combined company will operate as QOMPLX with plans to list under the symbol QPLX.

The transaction includes a fully committed PIPE of USD 180m anchored by Cannae Holdings with participation from institutional investors including Fidelity Management and Research company LLC, Hedosophia and RenaissanceRe Ventures Ltd., a subsidiary of RenaissanceRe.

The transaction values QOMPLX at an estimated post-transaction equity value of USD 10.00 per share.

It is anticipated that the combined company will receive approximately USD 280m of gross proceeds from a fully committed common stock PIPE offering of USD 180m, along with approximately USD 334m cash held in trust.

The PIPE included participation from Cannae Holdings, Fidelity Management and Research company LLC, Hedosophia and RenaissanceRe Ventures Ltd., a subsidiary of RenaissanceRe.

As part of the business combination, QOMPLX has entered into definitive agreements to acquire Sentar and Tyche, two companies in the cybersecurity and insurance analytics industries to further extend QOMPLX's leadership positioning as a leader in risk.

Jefferies is serving as exclusive financial advisor, sole placement agent on the PIPE, and lead capital markets advisor to Tailwind. Piper Sandler is also serving as capital markets advisor to Tailwind.

Barclays is serving as exclusive financial advisor and capital markets advisor to QOMPLX. Mizuho and William Blair are also serving as capital markets advisors to QOMPLX.

Kirkland and Ellis LLP is acting as legal counsel to Tailwind acquisition Corp. and King and Spalding LLP is acting as legal counsel to QOMPLX.

QOMPLX is a cloud-native leader in risk analytics that helps organisations quantify, model and predict risk in challenging cybersecurity and insurance domains.
Tailwind acquisition Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganisation or similar business combination with one or more businesses in the consumer internet, digital media and marketing technology sectors.
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Date Published: 03/03/2021

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