Clover Health Investments, Corp. entered into a definitive agreement to acquire Social Capital Hedosophia Holdings Corp. III (NYSE:IPOC) from Chamath Palihapitiya, Ian Osborne, Jacqueline D. Reses, James Ryans and SCH Sponsor III LLC and others in a reverse merger transaction on October 5, 2020. All outstanding shares of common stock of Clover immediately prior to the effective time of the First Merger will be cancelled in exchange for the right to receive, at the election of the holders thereof (except with respect to the shares held by entities controlled by Vivek Garipalli and certain other holders who will receive only shares of Class B common stock, par value $0.0001 per share, of SCH (after its Domestication) (“SCH Class B Common Stock”), which will be entitled to 10 votes per share), an amount in cash, shares of SCH Class B Common Stock, or a combination thereof, as adjusted in accordance with the Merger Agreement, which in the aggregate will equal an amount in cash of up to $500 million (less any redemptions by SCH's public shareholders) and a number of shares of SCH Class B Common Stock equal to the quotient obtained by dividing (x) the difference of $3.5 billion minus the total cash consideration, by (y) $10.00. Post transaction, 67.6% of SCH will be owned by Clover shareholders as per pro forma ownership. Upon the effective time of the Domestication, SCH will immediately be renamed Clover Health Investments, Corp. Clover Health Investments, Corp. will trade on The Nasdaq Global Select Market under the new ticker symbol “CLOV”. Under the terms of the agreement, Clover's management team, led by Chief Executive Officer and Co-Founder Vivek Garipalli and President and Co-Founder Andrew Toy, will continue to lead Clover following the transaction. Chamath Palihapitiya, Founder and Chief Executive Officer of SCH will act as a senior advisor to the Company's management.

The deal is subject to approval by SCH's and Clover shareholders, effectiveness of the proxy statement / registration statement on Form S-4, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and any other required regulatory approvals, receipt of approval for listing on the NYSE or NASDAQ the shares of SCH Class A Common Stock to be issued in connection with the Merger, SCH have at least $5,000,001 of net tangible assets upon Closing, and the absence of any injunctions. Other conditions to Clover's obligations to consummate the Mergers include, among others, that as of the Closing, (i) the Domestication has been completed, (ii) the amount of cash available in (x) the trust account into which substantially all of the proceeds of SCH's initial public offering and private placements of its warrants have been deposited for the benefit of SCH, certain of its public shareholders and the underwriters of SCH's initial public offering (the “Trust Account”), after deducting the amount required to satisfy SCH's obligations to its shareholders (if any) that exercise their rights to redeem their SCH Class A Ordinary Shares pursuant to the Cayman Constitutional Documents (but prior to payment of (a) any deferred underwriting commissions being held in the Trust Account and (b) any transaction expenses of SCH or its affiliates) (the “Trust Amount”) plus (y) the PIPE Investment is at least equal to or greater than $700 million; provided, that there is a mutual condition that the Trust Amount plus the PIPE Investment from Non-Insider PIPE Investors be at least $300 million.

As of November 3, 2020, Federal Trade Commission granted early termination notice for the merger under the Hart-Scott-Rodino Antitrust Improvements Act and approved the merger on November 5, 2020. The transaction has been unanimously approved by SCH's boards of directors and the independent directors of Clover's board of directors. The SCH directors recommends that shareholders vote “FOR” adoption of the Merger Agreement. Social Capital Hedosophia Holdings shareholders approved the transaction in an extraordinary general meeting on January 6, 2021. The deal is expected to close in the first quarter of 2021. As of January 6, 2021, the transaction is expected to close on January 7, 2021. Connaught and Credit Suisse acted as financial advisors and Howard L. Ellin, Christopher M. Barlow, Linda Barrett, Elena Coyle, Michelle Gasaway, Nicole Grimm, Victor Hollender, Joseph Yaffe, Gregory Luce and Gregg Noel of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to SCH. Citigroup, J.P. Morgan and Jefferies LLC acted as financial advisors and Stephen Thau, Matthew Gemello, Justin Yi, Bill Hughes, Eric Wall, Diana Gillis, Amy W Ray, Steven Malvey, Niki Fang, and Jason D. Flaherty of Orrick Herrington & Sutcliffe LLP acted as legal advisors to Clover. Morrow & Co., LLC acted as information agent to Social Capital Hedosophia and will receive a fee of $37,500 for its services. Credit Suisse acted as placement agent and capital markets advisor to SCH. Harald Halbhuber of Shearman & Sterling LLP acted as legal advisor to Credit Suisse Securities (USA), Inc. Citigroup acted as placement agent and capital markets advisor, Blueshirt Capital Advisors acted as capital markets advisor and J.P. Morgan acted as capital markets advisor to Clover Health.

Clover Health Investments, Corp. completed the acquisition of Social Capital Hedosophia Holdings Corp. III (NYSE:IPOC) from Chamath Palihapitiya, Ian Osborne, Jacqueline D. Reses, James Ryans and SCH Sponsor III LLC and others in a reverse merger transaction on January 7, 2021. Trading is expected to begin on the Nasdaq on January 8, 2021, under the new ticker symbol “CLOV” for Clover Health Class A common stock and “CLOVW” for the Clover Health warrants.