USAA Acquired Noblr, Inc. (“Noblr”)

USAA acquired InsurTech company Noblr, Inc.

• United Services Automobile Association acquired Noblr Inc. for about $99.6mm
• USAA contributed $40 million in capital to Noblr to fund the acquired entity’s operating needs and an additional $20 million to retire Noblr’s
• Reciprocal Exchange’ surplus debentures
• The transaction closed on September 30th, 2021

Noblr is smart car insurance for smart drivers that rewards its members’ good driving habits

• Headquartered in San Francisco, CA, with a service hub in Austin, TX
• Noblr is an innovator in terms of its proprietary insurance solutions and its corporate structure
  • Through a reciprocal exchange model, Noblr customers are members who help steer the company’s direction
• Experienced team of seasoned insurance and technology leaders backed by investments from top tier companies:
  • Hudson Structured Capital Management Ltd., White Mountains Insurance Group, Ltd., and SiriusPoint Ltd.

Noblr’s usage-based insurance (“UBI”) products offer a lower premium, along with a mileage variable

• Combines usage and behavioral factors to create pay-as-you-go personalized pricing & opportunity for savings & rewards
• This is important for USAA’s military service members who are highly mobile and frequently deployed

USAA is a leading provider of financial services to members of the U.S military, veterans and their families

• Founded in 1922 and headquartered in San Antonio, TX, with 36,000 employees and serving over 13 million members(a)
• Adding a UBI product helps achieve its mission by serving members with personalized pricing and control over the cost
• USAA plans to roll out UBI nationally over the next three years, starting with the eight states where Noblr operates

TCMA acted as exclusive financial advisor to Noblr; key transaction steps led by TCMA included:

• Conducting a comprehensive strategic review of Noblr
• Preparing marketing materials and running a competitive process
• Managing an organized due diligence process
• Offering key insights around transaction terms and conditions
• Assistance in negotiating final transaction terms
• Providing objective advice and acting as a confidant to Noblr throughout the process

TCMA initially advised Noblr on the formation and capitalization of the Noblr Reciprocal Exchange in 2019