お知らせ • Aug 24
Better Holdco, Inc. completed the acquisition of Aurora Acquisition Corp. (NasdaqCM:AURC) from Novator Capital Sponsor Limited, Unbound Holdco Ltd. and others in a reverse merger transaction.
Better Holdco, Inc. entered into a non-binding letter of intent to acquire Aurora Acquisition Corp. (NasdaqCM:AURC) from Novator Capital Sponsor Limited, Unbound Holdco Ltd. and others in a reverse merger transaction for $6.9 billion on April 29, 2021. Better Holdco, Inc. entered into a definitive merger agreement to acquire Aurora Acquisition Corp. (NasdaqCM:AURC) from Novator Capital Sponsor Limited, Unbound Holdco Ltd. and others in a reverse merger transaction on May 10, 2021. Of the total consideration to existing stockholders of Better, $950 million will be paid in cash and the remainder in stock of the new Better. Existing Better shareholders can elect to receive cash or stock, subject to proration depending on whether cash elections are above or below $950 million. Certain existing holders have committed to elect cash for at least a portion of their shares, while other holders, including Vishal Garg, have committed to only elect stock consideration. Existing Better shareholders to receive super-voting shares at 3:1, and they will maintain approximately 76% of pro forma ownership at transaction closing. Transaction values Better at approximately $6.9 Billion pre-money equity value and anticipated that transaction will provide Better with $778 million of primary proceeds for continued expansion. As part of this transaction, SB Management Limited, a subsidiary of SoftBank Group Corp., (“SoftBank”) will participate by committing to a $1.5 billion private investment in public equity (“PIPE”) upon closing of the transaction. Aurora’s sponsor, Novator Capital (“NC” or “Aurora’s Sponsor”) will invest $200 million through the PIPE, by taking up a portion of SoftBank’s commitment, and also has committed to backstop any redemptions by Aurora shareholders of funds in its trust account, substantially increasing transaction completion certainty. Also participating in the PIPE is current Better investor, Activant Capital. Major stockholders, members of Better’s Board of Directors, and key executives of Better have agreed to enter into lock-up agreements.As per the amended agreement, the new agreements replace the previous up to $1.78 billion of financing from Aurora and SB Northstar LP, a fund managed by SB Management, a subsidiary of SoftBank Group Corp., ($1.5 billion PIPE and $278 million backstop of Aurora’s trust account share redemptions) of which $950 million of such financing proceeds would have been used to purchase shares from existing Better stockholders, with a $1.5 billion transaction in which all proceeds go directly to Better’s balance sheet (i.e., no secondary purchase from existing Better shareholders) to accelerate growth as the mortgage industry undergoes radical transformation. The $1.5 billion transaction comprises a $750 million bridge note funded immediately that converts into common equity at closing of Better’s merger with Aurora, and an additional commitment by Aurora’s sponsor and SoftBank to fund up to a $750 million (less amounts remaining in Aurora’s trust account after redemptions) convertible note at Better’s option within 45 days after closing of Better’s merger with Aurora. The transaction adds onto SoftBank Vision Fund 2’s original $500 million investment in Better, in which it purchased shares from existing Better stockholders in April 2021. With the $750 million bridge financing, Better will have over $1 billion of cash and cash equivalents on its balance sheet. Aurora and Better remain committed to their long-term partnership with Better and are supportive of increased capital to Better’s balance sheet. Given the new capital to Better is now up to $1.5 billion, which is fully committed by SoftBank and Novator Capital in the same ratios as their previous PIPE commitments, the redemption backstop of Novator Capital for shareholder redemptions from Aurora’s trust account has been terminated. Under the terms of the proposed transaction, Aurora will combine with Better, and Better will become a publicly traded company.Vishal Garg and existing Better management to continue leading Better. Prabhu Narasimhan, Chief Investment Officer of Aurora, who will join the combined Company’s Board of Directors. The transaction has been approved by the Boards of Directors of both Better and Aurora. Transaction subject to the satisfaction of customary closing conditions, including the approval of shareholders of Aurora and the stockholders of Better and certain regulatory approvals. Transaction is expected to close in second half of 2021.On August 26, 2022, Aurora, Merger Sub and Better entered into amendment to the merger agreement, pursuant to which the parties agreed to extend the Agreement End Date (as defined in the Merger Agreement) to March 8, 2023. The extraordinary general meeting to extend the date by which Aurora must consummate an initial business combination has been postponed from February 24, 2023 commencing at 9:00 a.m. Eastern Time, to February 24, 2023, commencing at 5:30 p.m., Eastern Time. The transaction is expected to close in the third quarter of 2022. As of February 24, 2023, the transaction has been extended to be completed from March 8 to September 30, 2023. On August 3, 2023, SEC staff informed Aurora and Better that they have concluded the investigation and that they do not intend to recommend an enforcement action against Aurora or Better. Proceeds of approximately $778 million will be used for general corporate purposes. As of August 11, 2023, the transaction has been approved by the shareholders of Aurora. The transaction is expected to close on or about August 22, 2023.BofA Securities, Inc. acted as financial advisor and Kevin Ryan, Mitchell S. Eitel, Jared M. Fishman, Marc Treviño, Regina L. Readling, Ronald E. Creamer Jr. and Sarah P. Payne of Sullivan & Cromwell LLP acted as legal advisors to Better Holdco, Inc. Derek Liu, Lisa Fontenot, Mark Mandel, Michael DeFranco, Steven Canner, Michelle Heisner, Matthew Dening, Andrew Sagor, Rod Hunter, Brian Burke, Sylwia Lis, Thomas Asmar, Marcela Robledo and Adam Eastell of Baker & McKenzie LLP and Carl Marcellino and Elizabeth Todd of Ropes & Gray LLP acted as the legal advisors to Aurora. Okapi Partners LLC acted as an information agent to Aurora and will receive a fee of $22,500 for its services. Citi Ventures, Inc. advised Better Holdco, Inc. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Aurora.Better Holdco, Inc. completed the acquisition of Aurora Acquisition Corp. (NasdaqCM:AURC) from Novator Capital Sponsor Limited, Unbound Holdco Ltd. and others in a reverse merger transaction on August 23, 2023. Better Home & Finance expects trading to commence on August 24, 2023.