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.
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2. Subject to increase if secondary proceeds are lower than $950 million.
4.
5.
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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
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