Aurora Investment: Better Overview slide image

Aurora Investment: Better Overview

Transaction Overview Transaction Highlights Transaction values Better at a pre-transaction equity value of $6.9 billion and a pro-forma equity value of $7.8 billion Estimated Sources & Uses Sources ($ mm) Uses ($ mm) . An affiliate of SoftBank is will invest $1.3 billion in the PIPE AURC Cash in Trust¹ $278 Cash to Balance Sheet $778 • • • Aurora's Sponsor, Novator Capital, to invest $200m via PIPE investment Novator Capital will backstop 100% of redemptions by AURC shareholders Better is expected to receive approximately $1.8 billion of gross proceeds, $950 million of which will be allocated to existing Better shareholders Existing Better shareholders to receive super-voting shares at 3:1 Existing Better shareholders to maintain approximately 76% of pro forma ownership at transaction closing Transaction is expected to close in the second half of 2021, subject to customary regulatory approvals PIPE Proceeds 1,500 Secondary Proceeds 950 Better Equity Rollover² 5,950 Better Equity Rollover² Illustrative Fees & Expenses 5,950 50 Total Sources $7,728 Total Uses $7,728 1. Assumes Sponsor backstop of 100% of the shares redeemed by existing AURC shareholders pre-closing. 123 2. Subject to increase if secondary proceeds are lower than $950 million. 4. 5. 6. Includes 3.5 million of AURC units purchased by Founders in a private placement, consummated concurrently with the closing of the AURC Initial Public Offering in March 2021. Pro forma share ownership at $10.00 per share. Excludes the dilutive impact of AURC public warrants and founder warrants. Excludes the impact of 1.4 million AURC founder shares vesting ratably at $12.50, $15.00, and $17.50 within 5 years of Closing. Based on preliminary unaudited figures as of December 31, 2020 Better Pro Forma Valuation Pro Forma Share Ownership 4 ($ mm) 4%1% 2 Pro Forma Shares Outstanding Illustrative Share Price Pro Forma Equity Value 778.4 $10.00 19% $7,784 (-) Pro Forma Cash (1,121) 6 (+) Pro Forma Debt 69 6 76% Pro Forma Enterprise Value $6,732 3 ■ Existing Better Shareholders PIPE Shareholders ■ AURC Shareholders Founder Shares ■ 5 35
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