What is the deadline for exercising Warrants?

CCC Intelligent Solutions Holdings Inc. announced on November 29th, 2021 that it has exercised its right to redeem all of its outstanding Warrants (other than certain warrants held by the Sponsor or its Permitted Transferees) under the Warrant Agreement, dated as of August 13, 2020 by and between the Company (f/k/a Dragoneer Growth Opportunities Corp.) and Continental Stock Transfer & Trust Company. As a result, holders of Public Warrants that wish to exercise must do so prior to 5:00 p.m. New York City time on December 29, 2021. If you hold Warrants through a broker, you should immediately contact your broker to determine their procedures and timeline for exercising your Warrants.  Please note that if you fail to exercise a Warrant subject to redemption by 5:00 p.m. New York City time on December 29, 2021, the Warrant will become void and no longer exercisable at that time and you will be entitled to receive only the redemption price of $0.10 per Warrant and you will not be entitled to exercise the Warrant for shares of common stock.

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What do I have to do to exercise my Warrants?

The Company’s Warrant Agent, Continental Stock Transfer & Trust Company, has delivered a notice of redemption to each registered holder of its outstanding Warrants subject to the Company’s election to redeem, which includes instructions on how to exercise your Warrants. If you hold Warrants through a broker, you should contact your broker for information on the timing and procedure for exercising your Warrants and to exercise your Warrants. In addition to your broker, you can also direct questions to:

  • Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004, Attention: Compliance Department, Telephone Number (212) 509-4000
  • Morrow Sodali at (800) 662-5200 (toll-free in North America), +1 (203) 658-9400 (outside of North America) or by email at CCCS@info.morrowsodali.com.
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When will the Warrants cease trading on the New York Stock Exchange?

The Company understands from the New York Stock Exchange that December 28, 2021, which is the trading day prior to the redemption date, will be the last day on which the Warrants will be traded on the New York Stock Exchange.

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What happens if I do not exercise my Warrants prior to the Deadline?

Any Warrants subject to redemption that remain outstanding at 5:00 p.m. New York City time on December 29, 2021 will be redeemed at the redemption price of $0.10 per Warrant. Those remaining Warrants subject to redemption will be delisted, void and no longer exercisable.

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Why is CCC redeeming the Warrants?

CCC has elected to redeem the all of its outstanding Warrants (other than certain warrants held by the Sponsor or its Permitted Transferees) as permitted under the Warrant Agreement, dated as of August 13, 2020, by and between the Company (f/k/a Dragoneer Growth Opportunities Corp.) and Continental Stock Transfer & Trust Company. The Company believes redeeming the Warrants subject to redemption benefits shareholders by simplifying the Company’s capital structure.

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Why is CCC redeeming the Warrants in this manner?

CCC has elected to redeem all of its outstanding Warrants (other than certain warrants held by the Sponsor or its Permitted Transferees) pursuant to Section 6.2 of the Warrant Agreement, dated as of August 13, 2020, by and between the Company (f/k/a Dragoneer Growth Opportunities Corp.) and Continental Stock Transfer & Trust Company, which provides Warrant holders the option to exercise Warrants on a “cashless basis.” A Warrant holder who exercises a warrant in cash will pay the Company $11.50 in cash per Warrant in exchange for a share of Common Stock. A holder who exercises on a “cashless basis” will not pay the Company any cash, but instead will be deemed to pay the $11.50 exercise price by surrendering 0.696 of the share of common stock of the Company that the Warrant holder would have otherwise been entitled to receive upon the cash exercise of the Warrant. As a result, Warrant holders who execute via a cashless exercise will receive 0.304 shares of common stock of the Company for each Warrant exercised, and will not pay any separate cash exercise price to the Company. 

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How were the 0.304 shares received per cashless exercise of a Warrant calculated and will fractional shares be issued?

The number of shares of common stock of the Company issuable to a Warrant holder upon cashless exercise of each Warrant was calculated in accordance with the terms of the Warrant Agreement, dated as of August 13, 2020, by and between the Company (f/k/a Dragoneer Growth Opportunities Corp.) and Continental Stock Transfer & Trust Company, with reference to the table set forth in Section 6.2 of the Warrant Agreement based on the fair market value of each share of common stock of the Company and the length of time to the expiration of the Warrants. If any holder of Warrants would, after taking into account all of such holder’s Warrants exercised at one time, be entitled to receive a fractional interest in a share of common stock of the Company, the number of shares the holder will be entitled to receive will be rounded down to the nearest whole number of shares.

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