Item 1.01 Entry Into A Material Definitive Agreement.
On February 23, 2023, Aurora Acquisition Corp., a Cayman Island exempted company
("Aurora" or the "Company"), Novator Capital Sponsor Ltd., a Cyprus limited
liability company (the "Sponsor"), certain individuals, each of whom is a member
of the board of directors and/or management team of Aurora (the "Insiders"), and
Better HoldCo, Inc. a Delaware corporation ("Better"), entered into a limited
waiver (the "Limited Waiver") to the Amended and Restated Letter Agreement (the
"A&R Letter Agreement"), dated as of May 10, 2021, by and among Aurora, the
Sponsor and the Insiders. In the A&R Letter Agreement, the Sponsor and each
Insider waived, with respect to any shares of Capital Stock (as defined in the
A&R Letter Agreement) held by it, him or her, if any, any redemption rights it,
he or she may have in connection with (i) a shareholder vote to approve the
Business Combination (as defined below), or (ii) a shareholder vote to approve
certain amendments to the Company's amended and restated articles of association
(the "Redemption Restriction"). Pursuant to the Limited Waiver, the Company and
the Insiders have agreed to waive the Redemption Restriction as it applies to
the Sponsor to the limited extent required to allow the redemption of up to an
aggregate of $17 million worth of Novator Private Placement Shares (as defined
below) held by it in connection with the shareholder vote to approve an
amendment to the Company's amended and restated memorandum and articles of
association (the "Extraordinary General Meeting"). "Novator Private Placement
Shares" are the Class A ordinary shares included in the units sold by the
Company in a private placement that closed simultaneously with the closing of
the Company's initial public offering.
As consideration for the Limited Waiver, Sponsor has agreed: (a) if its business
combination (the "Business Combination") with Better is completed on or before
September 30, 2023, to subscribe for and purchase common stock of Better Home &
Finance Holding Company, the combined company surviving the Business Combination
(the "Common Stock"), for aggregate cash proceeds to Better equal to the actual
aggregate amount of Novator Private Placement Shares redeemed by it in
connection with the Limited Waiver (the "Sponsor Redeemed Amount") at a purchase
price of $10.00 per share of Common Stock on the closing date of the Business
Combination; or (b) if the Business Combination is not completed on or before
September 30, 2023, to subscribe for and purchase for $35 million aggregate cash
proceeds to Better, at Sponsor's election, (x) a number of newly issued shares
of Better's Company Series D Equivalent Preferred Stock (as defined in the
Bridge Note Purchase Agreement referred to in the Second Side Letter (as defined
in the Limited Waiver)) at a price per share that represents a 50% discount to
the Pre-Money Valuation (as defined below) or (y) for a number of shares of
Better's Class B common stock at a price per share that represents a 75%
discount to the Pre-Money Valuation. "Pre-Money Valuation" means the $6.9
billion pre-money equity valuation of Better based on the aggregate amount of
fully diluted shares of Better's common stock on an as-converted basis.
As further consideration for the Limited Waiver, the Sponsor has agreed to
reimburse the Company for reasonable and documented expenses incurred by the
Company in connection with the Business Combination, up to the Sponsor Redeemed
Amount, to the extent such expenses are not otherwise subject to reimbursement
by Better pursuant to the Agreement and Plan of Merger, by and among Better, the
Company, and Aurora Merger Sub I, Inc., a Delaware corporation, dated as of May
10, 2021 (as amended, modified or supplemented from time to time in accordance
with its terms).
The Limited Waiver and the aforementioned investment and reimbursement agreed to
by our Sponsor are intended to provide the Company with additional flexibility
to complete the Business Combination and increase the certainty that the
Business Combination will be completed by September 30, 2023 (or if such date is
further extended at a duly called extraordinary general meeting, such later
date). Consistent with the previously disclosed side letter, prior to the
Extraordinary General Meeting, Aurora and Better expect to enter into an
amendment to the Merger Agreement to extend the outside date to September 30,
2023.
The foregoing descriptions of the Limited Waiver and of the A&R Letter Agreement
do not purport to be complete and are subject to, and qualified in their
entirety by, the terms and conditions of the Limited Waiver, a copy of which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein
by reference and of the A&R Letter Agreement, a copy of which was filed as
Exhibit 10.17 to Aurora's Quarterly Report on Form 10-Q filed on November 14,
2022 and incorporated herein by reference.
Item 8.01 Other Events.
In connection with the Limited Waiver, on February 23, 2023, Aurora issued a
press release announcing (i) the postponement of the Extraordinary General
Meeting from February 24, 2023, at 9:00 a.m. Eastern Time, to February 24, 2023,
commencing at 5:30 p.m. Eastern Time; and (ii) the resulting extension of the
deadline for the Company's shareholders to deliver redemption requests to the
Company's transfer agent, or to withdraw any previously delivered demand for
redemption, in connection with the Extraordinary General Meeting, from 5:00 p.m.
Eastern Time on February 22, 2023 to 4:00 p.m. Eastern Time on February 24,
2023.
The press release is attached hereto as Exhibit 99.1 and incorporated by
reference herein.
Important Information for Investors and Shareholders
This communication relates to the Business Combination. This communication does
not constitute an offer to sell or exchange, or the solicitation of an offer to
buy or exchange, any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, sale or exchange would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. Aurora has filed with the U.S. Securities and Exchange Commission
("SEC"), a registration statement on Form S-4, which includes a preliminary
proxy statement/prospectus in connection with the Business Combination. A
definitive proxy statement/prospectus will be sent to all Aurora shareholders.
Aurora also will file other documents regarding the Business Combination with
the SEC. Before making any voting decision, investors and security holders of
Aurora are urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC in connection with the proposed transaction as they become
available because they will contain important information about the proposed
transaction. Neither the SEC nor any securities commission or any other U.S. or
non-U.S. jurisdiction has approved or disapproved of the Business Combination or
information included herein.
Investors and security holders will be able to obtain free copies of the
registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by Aurora through the website
maintained by the SEC at www.sec.gov. The documents filed by Aurora with the SEC
also may be obtained free of charge at Aurora's website at
https://aurora-acquisition.com/ or upon written request to Aurora Acquisition
Corp., 20 North Audley Street, London W1K 6LX, United Kingdom, Attention: Arnaud
Massenet, Chief Executive Officer, +44 (0)20 3931 9785.
Participants in the Solicitation
Aurora and its directors and executive officers may be deemed participants in
the solicitation of proxies from Aurora's shareholders with respect to the
Extension Proposal and the Business Combination. A list of the names of those
directors and executive officers and a description of their interests in Aurora
is contained in Aurora's registration statement on Form S-4, which was initially
filed with the SEC on August 3, 2021, Aurora's Annual Report on Form 10-K filed
with the SEC on March 25, 2022, any subsequent Quarterly Report on Form 10-Q
filed with the SEC and in the other reports the Company file with the SEC,
including the Extension Proxy Statement, each of which is available free of
charge at the SEC's web site at sec.gov, or by directing a request to Aurora
Acquisition Corp., 20 North Audley Street, London W1K 6LX, United Kingdom,
Attention: Arnaud Massenet, Chief Executive Officer, +44 (0)20 3931 9785. Better
and its directors and executive officers may also be deemed to be participants
in the solicitation of proxies from the shareholders of Aurora in connection
with the Business combination. A list of the names of such directors and
executive officers and information regarding their interests in the Business
combination is contained in the registration statement.
Forwarding Looking Statements
This communication only speaks at the date hereof and contains, and related
discussions may contain, "forward-looking statements" within the meaning of U.S.
federal securities laws. These statements include descriptions regarding the
intent, belief, estimates, assumptions or current expectations of Aurora, Better
or their respective officers with respect to future events and plans of Aurora
and Better. These forward-looking statements may be identified by a reference to
a future period or by the use of forward-looking terminology. Forward-looking
statements are typically identified by words such as "expect", "believe",
"foresee", "anticipate", "intend", "estimate", "goal", "strategy", "plan",
"target" and "project" or conditional verbs such as "will", "may", "should",
"could" or "would" or the negative of these terms, although not all
forward-looking statements contain these words. Forward-looking statements by
their nature address matters that are, to different degrees, uncertain.
Forward-looking statements are not historical facts, and are based upon
management's current expectations, beliefs, estimates and projections, and
various assumptions, many of which are inherently uncertain and beyond Aurora's
and Better's control. Such expectations, beliefs, estimates and projections are
expressed in good faith, and management believes there is a reasonable basis for
them. However, there can be no assurance that management's expectations,
beliefs, estimates and projections will be achieved, and actual results may
differ materially from what is expressed in or indicated by the forward-looking
statements. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by an
investor as, a guarantee, an assurance, a prediction, or a definitive statement
of fact or probability. Better is experiencing significant changes within the
mortgage lending and servicing ecosystem which have magnified such
uncertainties. In the past, actual results have differed from those suggested by
forward-looking statements and this may happen again.
Important factors that could cause actual results to differ materially from
those suggested by the forward-looking statements include, but are not limited
to, Better's performance, capabilities, strategy, and outlook; our expectations
regarding the sustainability of Better's rapid growth and its ability to manage
its growth effectively; the demand for Better's solutions and products and
services, including the size of Better's addressable market, market share, and
market trends; Better's ability to operate under and maintain Better's business
model; Better's ability to develop and protect its brand; our expectations
regarding financial performance including Better's operational and financial
targets; our estimates regarding expenses, future revenue, capital requirements
and Better's need for additional financing; the degree of business and financial
risk associated with certain of Better's loans; the high volatility in, or any
inaccuracies in the estimates of, the value of Better's assets; any changes in
macro-economic conditions and in U.S. residential real estate market conditions,
including changes in prevailing interest rates or monetary policies and the
effects of the ongoing COVID-19 pandemic; Better's expectations regarding the
impact of the COVID-19 pandemic on Better's business including on the volume of
consumers refinancing existing loans, Better's ability to produce loans,
liquidity and employees; Better's competitive position; Better's ability to
improve and expand its information technology and financial infrastructure,
security and compliance requirements and operating and administrative systems;
Better's future investments in its technology and operations; Better's
intellectual property position, including its ability to maintain, protect and
enhance Better's intellectual property; the need to hire additional personnel
and Better's ability to attract and retain such personnel; Better's ability to
obtain additional capital and maintain cash flow or obtain adequate financing or
financing on terms satisfactory to it; the effects of Better's existing and
future indebtedness on its liquidity and Better's ability to operate our
business; our expectations concerning relationships with third parties; Better's
plans to adopt the secured overnight financing rate ("SOFR"); the impact of laws
and regulations and Better's ability to comply with such laws and regulations
including laws and regulations relating to fair lending, real estate brokerage
matters, title and settlement services, consumer protection, advertising, tax,
title insurance, loan production and servicing activities, data privacy, and
anti-corruption; any changes in certain U.S. government-sponsored entities and
government agencies, including Fannie Mae, Freddie Mac, Ginnie Mae and the FHA;
Aurora's expectations regarding the period during which it will qualify as an
emerging growth company under the JOBS Act; the increased expenses associated
with being a public company; and Better's anticipated use of existing resources
and the proceeds from the Business Combination.
There may be other risks not presently known to Aurora, Better or their
respective officers or that Aurora, Better or their respective officers
presently believe are not material that could also cause actual results to
differ materially. Analysis and opinions contained in this communication may be
based on assumptions that, if altered, can change the analysis or opinions
expressed. In light of the significant uncertainties inherent in the
forward-looking statements included in this communication, the inclusion of such
forward-looking statements should not be regarded as a representation by Aurora,
Better, or their respective officers or any other person that the objectives and
plans set forth in this report will be achieved, and you are cautioned not to
place substantial weight or undue reliance on these forward-looking statements.
These forward-looking statements speak only as of the date they are made and,
Aurora and Better each disclaims any obligation, except as required by law, to
update or revise forward-looking statements, whether as a result of new
information, future events or otherwise.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
Business Combination. This Current Report on Form 8-K shall also not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any states or jurisdictions in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The exhibits listed in the following Exhibit Index are filed as part of this
Current Report.
Exhibit
No. Description
10.1 Limited Waiver to Amended and Restated Letter Agreement, dated
February 23, 2023 by and among Aurora Acquisition Corp., Novator Capital
Sponsor Ltd., certain individuals and Better HoldCo, Inc.
99.1 Press Release, dated February 23, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
© Edgar Online, source Glimpses