Item 1.01.
|
Entry into a Material Definitive Agreement.
|
Merger
Agreement
Aurora
Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses
(“Aurora”). On May 10, 2021, Aurora entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with Aurora Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Aurora (“Merger Sub”),
and Better HoldCo, Inc., a Delaware corporation (“Better”).
The
Mergers
The
Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions
will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “Business Combination”),
following the Domestication (as defined below):
(i)
at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the
conditions of the Merger Agreement and in accordance with the Delaware General Corporation Law, as amended (“DGCL”), (x) Merger
Sub will merge with and into Better, the separate corporate existence of Merger Sub will cease and Better will be the surviving corporation
and a wholly owned subsidiary of Aurora (the “First Merger”) and (y) Better will merge with and into Aurora, the separate
corporate existence of Better will cease and Aurora will be the surviving corporation (together with the First Merger, the “Mergers”);
and
(ii)
as a result of the Mergers, among other things, all outstanding shares of common stock (inclusive of shares of converted preferred
stock) of Better 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 (i) any shares of common stock of Better subject to options,
(ii) any shares of common stock of Better held in the treasury of Better, which treasury shares shall be cancelled as part of
the First Merger, and (iii) any shares of common stock of Better held by stockholders who have perfected and not withdrawn a
demand for appraisal rights pursuant to the applicable provisions of the DGCL), an amount in cash, shares of Aurora 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
$950,000,000 and 595,000,000 shares of Aurora common stock at $10.00 per share, subject to certain adjustments, as described in the Merger Agreement.
The
Board of Directors of Aurora (the “Board”) has unanimously (i) approved and declared advisable the Merger Agreement,
the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement
and related matters by the shareholders of Aurora.
The
Domestication
Prior
to the Closing, subject to the approval of Aurora’s shareholders, and in accordance with the DGCL, Cayman Islands Companies Act
(As Revised) (the “CICA”) and Aurora’s Amended and Restated Memorandum and Articles of Association, Aurora will effect
a deregistration under the CICA and a domestication under Section 388 of the DGCL (by means of filing a certificate of domestication
with the Secretary of State of Delaware), pursuant to which Aurora’s jurisdiction of incorporation will be changed from the Cayman
Islands to the State of Delaware (the “Domestication”). Upon the effective time of the Domestication, Aurora will change its name to include "Better" in its title, or to such other name as may be mutually agreed between Aurora and Better.
In
connection with the Domestication, (a) each then issued and outstanding share of Class A common stock of Aurora will convert
automatically, on a one-for-one basis, into a share of Class A common stock, par value $0.0001 per share, of Aurora (after its Domestication)
(the "Domesticated Acquiror Class A Common Stock"); (b) each then issued and outstanding share of Class B
common stock of Aurora will convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Class A Common
Stock; (c) the terms of the Acquiror Class B Common Stock will be modified to, among other things, provide that each share
of Acquiror Class B Common Stock shall carry three (3) votes; (d) a new class of non-voting common stock, par value $0.0001
per share, of Aurora shall be created; (e) each then issued and outstanding warrant of Aurora will convert automatically into a
warrant to acquire one share of Domesticated Acquiror Class A Common Stock ("Domesticated Acquiror Warrant"), pursuant
to the Warrant Agreement, dated as of March 3, 2021; and (f) each then issued and outstanding unit of Aurora will convert
automatically into a unit of Aurora (after its Domestication) (the "Domesticated Acquiror Units"), with each Domesticated Acquiror
Unit representing one share of Domesticated Acquiror Class A Common Stock and one-quarter of one Domesticated Acquiror Warrant.
Conditions
to Closing
The
Mergers are subject to the satisfaction or waiver of certain customary closing conditions, including, among others,
(i) approval of the Business Combination and related agreements and transactions by the respective shareholders of Aurora and
Better, (ii) effectiveness of the proxy statement / registration statement filed by Aurora with the U.S. Securities and
Exchange Commission (the “SEC”) in connection with the Business Combination, (iii) expiration or termination of any
applicable waiting periods and all requisite regulatory approvals, including those under the HSR Act and those of certain state
mortgage licensing authorities, (iv) absence of (x) any governmental order enacted, issued, promulgated, enforced or
entered by any governmental authority which has become final and nonappealable and has the effect of making consummation of the
Mergers illegal or otherwise preventing or prohibiting consummation of the Mergers or (y) law that shall have been adopted and
makes consummation of the Mergers illegal or otherwise prohibited, (v) Aurora having at least $5,000,001 of net tangible
assets upon Closing; (vi) receipt of approval for listing on the NASDAQ the shares of Aurora common stock to be issued in
connection with the Mergers, and (vii) the Domestication has been completed.
Other
conditions to Aurora’s and Merger Sub’s obligations to consummate the Mergers include, among others, (i) that representations
and warranties of Better are true and correct, generally subject to an absence of inaccuracies that would constitute a material adverse
effect, (ii) performance of covenants by Better in all material respects and (iii) the absence of a material adverse effect
on Better.
Other
conditions to Better’s obligations to consummate the Mergers include, among others, that (i) representations and warranties
of Aurora are true and correct, generally subject to an absence of inaccuracies that would constitute a material adverse effect, (ii) performance of covenants by Aurora in all material respects and (iii) Aurora holding cash in an amount at least equal to the sum
of (x) the amount currently in Aurora's trust account on May 10, 2021 plus (y) $1,500,000,000.
Covenants
The
Merger Agreement contains additional covenants, including, among others, providing for (i) the parties to conduct their respective
businesses in the ordinary course through the Closing, (ii) the parties to not initiate any negotiations or enter into any agreements
for certain alternative transactions, (iii) Better to prepare and deliver to Aurora certain audited and unaudited consolidated financial
statements of Better, (iv) Aurora to prepare and file a proxy statement / registration statement with the SEC and take certain other
actions to obtain the requisite approval of Aurora shareholders of certain proposals regarding the Business Combination (including the
Domestication), and (v) the parties to use reasonable best efforts to obtain necessary approvals from governmental agencies.
Representations
and Warranties
The
Merger Agreement contains customary representations and warranties by Aurora, Merger Sub and Better. The representations and warranties
of the respective parties to the Merger Agreement generally will not survive the Closing.
Termination
The
Merger Agreement may be terminated at any time prior to the Closing (i) by mutual written consent of Aurora and Better,
(ii) by Better, if certain approvals of the shareholders of Aurora, to the extent required under the Merger Agreement, are not
obtained as set forth therein or if there is a Modification in Recommendation (as defined in the Merger Agreement), (iii) by
Aurora, if certain approvals of the stockholders of Better, to the extent required under the Merger Agreement, are not obtained
within ten (10) business days after the proxy statement / registration statement has been declared effective by the SEC and
delivered or otherwise made available to stockholders, (iv) by either Aurora or Better in certain other circumstances set forth
in the Merger Agreement, including (a) if any Governmental Authority (as defined in the Merger Agreement) shall have issued or
otherwise entered a final, nonappealable order making consummation of the Mergers illegal or otherwise preventing or prohibiting
consummation of the Mergers and (b) in the event of certain uncured breaches by the other party or if the Closing has not
occurred on or before February 12, 2022 (subject to extension of such date in accordance with the terms of the Merger Agreement).
The
foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Merger Agreement filed as Exhibit 2.1 hereto and is incorporated by reference herein.
Subscription Agreement
Aurora
entered into a subscription agreement (the “Subscription Agreement”), dated as of May 10, 2021, with SB
Northstar LP (“Subscriber”), pursuant to which, among other things, Subscriber agrees to subscribe for and purchase a
number of shares of Class A common stock and Class C common stock with a combined aggregate value at the per share price
of $10.00 equal to $1,500,000,000, subject to adjustment as further described therein.
The
foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by the terms
and conditions of the Subscription Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference
herein.
Novator Subscription Agreement
Aurora
entered into a subscription agreement (the “Novator Subscription Agreement”), dated as of May 10, 2021, with
Novator Capital Sponsor Ltd. (the “Sponsor”) and BB Trustees SA, as trustee of the Future Holdings Trust (the
“Sponsor Guarantor”), pursuant to which, among other things, the Sponsor agrees to subscribe for and purchase a number
of shares of Class A common stock with an aggregate value equal to $200,000,000 at the per share purchase price of $10.00 for
each share of the Class A common stock.
The
foregoing description of the Novator Subscription Agreement does not purport to be complete and is qualified in its entirety by the
terms and conditions of the Novator Subscription Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated
by reference herein.
Redemption
Subscription Agreement
Aurora
entered into a redemption subscription agreement (the “Redemption Subscription Agreement”), dated as of May 10,
2021, with the Sponsor ("Backstop Subscriber") and BB Trustees SA, as trustee of the Future Holdings Trust, an indirect parent of
Backstop Subscriber, as guarantor, pursuant to which, among other things, Backstop Subscriber shall be responsible for 100% of the
Backstop Purchase (as defined below)
The
Redemption Subscription Agreement provides that immediately after the deadline for Aurora’s public shareholders to elect to
redeem or convert their Class A common stock from funds in the trust account in connection with the Merger Closing, Aurora
shall notify Backstop Subscriber of the number of shares that Aurora’s public shareholders have elected to redeem (the
“Shortfall”), and Backstop Subscriber subscribes for and agrees to purchase (the "Backstop Purchase") from
Aurora the number of shares of Class A common stock assigned equal to the Shortfall, at a purchase price equal to $10.00 per
share, and Aurora agrees to sell such shares to Backstop Subscriber at such price, subject to Aurora’s right to determine not
to consummate such sale if the closing of the Mergers does not occur other than as a result of certain specified circumstances.
The
foregoing description of the Redemption Subscription Agreement does not purport to be complete and is qualified in its
entirety by the terms and conditions of Redemption Subscription Agreement, a copy of which is filed as
Exhibit 10.3 hereto and is incorporated by reference herein.
Registration
Rights Agreement
The Merger Agreement contemplates that, at the Closing, Aurora (as the surviving corporation), certain legacy Better stockholders
and Sponsor will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”).
Pursuant to the Registration Rights Agreement, Aurora will be required to register for resale securities held by the stockholders
party thereto. Aurora will have no obligation to facilitate or participate in more than two (2) underwritten offerings at the
request or demand of the Sponsor. In addition, the holders have certain “piggyback” registration rights with respect to
registrations initiated by Aurora. Aurora will bear the expenses incurred in connection with the filing of any registration
statements pursuant to the Registration Rights Agreement.
The
foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the
terms and conditions of the Form of Registration Rights Agreement filed as Exhibit 10.4 hereto and is incorporated by reference
herein.
Company
Holder Support Agreement
Aurora entered into a company holder support agreement (the “Company Holder Support Agreement”), dated as of May 10, 2021,
among certain stockholders, directors and officers of Better, and Better (the “Major Company Stockholders”). Under the Company
Holder Support Agreement, the Major Company Stockholders agree, among other things, that at any meeting of the stockholders and in any
action by written consent of the stockholders, such Major Company Stockholders shall vote all of their shares for the Business Combination
and related transactions upon the effectiveness of the Registration Statement (as defined below). The Company Holder Support Agreement
also includes lock up provisions, which restrict the abilities of such Major Company Stockholders to transfer shares of Aurora common
stock following the Closing for the periods, and subject to the permitted transfers, described therein. Better stockholders that beneficially
own greater than 1% of the Better's capital stock as of the date of the Merger Agreement and who are not parties to the Company Holder
Support Agreement will also be subject to the same transfer restrictions, which will be set forth in the letter of transmittal.
The
foregoing description of the Company Holder Support Agreement does not purport to be complete and is qualified in its entirety by the
terms and conditions of the Company Holder Support Agreement filed as Exhibit 10.5 hereto and incorporated by reference herein.
Acquiror
Holder Support Agreement
Aurora
entered into an Acquiror holder support agreement (the “Acquiror Holder Support Agreement”), dated as of May 10,
2021, among certain shareholders of Aurora, and Better. Under the Acquiror Holder Support Agreement, Aurora’s shareholders
that are parties agree that, among other things, at any meeting of the shareholders and in any action by written consent of the
shareholders, the Aurora shareholders will: (i) approve the Domestication, including the approval of all documents related
thereto, (ii) approve the changing of Aurora's name, and (iii) vote all of their shares for the Business
Combination and related transactions (including the issuance of shares of Aurora common stock in connection with the Business
Combination and Domestication, pursuant to the Subscription Agreement and the Redemption Subscription Agreement), each upon the
effectiveness of the Registration Statement (as defined below).
The
foregoing description of the Acquiror Holder Support Agreement does not purport to be complete and is qualified in its entirety by the
terms and conditions of the Acquiror Holder Support Agreement filed as Exhibit 10.6 hereto and incorporated by reference herein.
Sponsor
Agreement
In
connection with the execution of the Merger Agreement, the Sponsor entered into a letter agreement (the “Sponsor Agreement”)
with Aurora, pursuant to which the Sponsor agreed that Aurora will be entitled to exercise the redemption right, solely with respect
to the private placement warrants of Aurora held by Sponsor, if the volume weighted average trading price of Aurora's Class A common
stock for any twenty (20) trading days within a thirty (30)-trading day period ending on the third trading day prior to the date on which
Aurora sends the notice of redemption to the Sponsor equals or exceeds $18.00 per share.
The
Sponsor Agreement also provides that (a) the Sponsor shall forfeit upon the Closing fifty percent (50%) of Aurora’s private placement warrants held by Sponsor as of the date of the Sponsor Agreement and (b) twenty percent (20%) of the Sponsor's
Class A common stock are subject to lock-up provisions restricting Sponsor’s ability to transfer such shares following the Closing.
The
foregoing description of the Sponsor Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Sponsor Agreement filed as Exhibit 10.7 hereto and incorporated by reference herein.
Amended
and Restated Insider Letter Agreement
Aurora
entered into an amended and restated insider letter agreement (the “Amended and Restated Insider Letter Agreement”), dated
as of May 10, 2021, among Sponsor and certain individuals, each of whom is a member of the Board and/or management team (each, an
"Insider" and collectively, the "Insiders"). The Amended and Restated Insider Letter Agreement, which contains, among
other things, provisions relating to transfer restrictions on certain shares and warrants held by such parties, was amended and restated
to provide Better with certain third party beneficiary rights.
The
foregoing description of the Amended and Restated Insider Letter Agreement does not purport to be complete and is qualified in its entirety
by the terms and conditions of the Amended and Restated Insider Letter Agreement filed as Exhibit 10.8 hereto and incorporated by
reference herein.
Founder
Side Letter
Aurora
entered into a letter agreement (the “Founder Side Letter”), dated as of May 10, 2021, with Vishal Garg (the
“Founder”), pursuant to which the Founder is permitted to pledge Aurora common stock held by the
Founder or his affiliates or associates (the “Founder Related Entities”) following the Closing, in an aggregate
principal amount of up to $150,000,000 (“Pledge Amount”), to support loans made to the Founder or the Founder Related
Entities (as defined in the Founder Side Letter) by third-party lenders or depository institutions. Under the Founder Side Letter,
the Founder will also promptly donate or cause the donation of any cash received by himself pursuant to Article III of the
Merger Agreement to one or more charitable or political organizations of his choice.
The
foregoing description of the Founder Side Letter does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Founder Side Letter filed as Exhibit 10.9 hereto and incorporated by reference herein.
Amended &
Restated Promissory Note
Aurora entered into an amended and restated promissory note (the “Amended & Restated Promissory Note”), dated as of
May 10, 2021, with Sponsor, pursuant to which Aurora extends the maturity date of such note and promises to pay to the order of the
Sponsor or its registered assigns or successors in interest the principal sum of Two Million U.S. Dollars (U.S. $2,000,000) or such
lesser amount as shall have been advanced and shall remain unpaid on the maturity date set forth therein in lawful money of the
United States of America, on the terms and conditions described therein.
The
foregoing description of the Amended & Restated Promissory Note does not purport to be complete and is qualified in its entirety
by the terms and conditions of the Amended & Restated Promissory Note filed as Exhibit 10.10 hereto and incorporated by
reference herein.