Opendoor Announces Plans to Become Publicly-Traded via Merger

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SAN FRANCISCO & PALO ALTO, Calif.–()–Opendoor Labs Inc. (“Opendoor” or the “Company”), the pioneer and market chief in iBuying, has entered into a definitive industry aggregate agreement with Social Capital Hedosophia Holdings Corp. II (NYSE: IPOB) (“SCH”), a publicly traded particular cause acquisition company, to narrate public a main digital platform for residential staunch property.

Company Overview

Basically based in 2014, Opendoor has reinvented the explicit property transaction, offering an on-query, digital trip to steal and promote a condo. Opendoor permits house owners to promote and steal on-line in about a taps of a button, offering bigger simplicity, sure guess and convenience than ever earlier than. Since its founding, the Company has served over 80,000 clients and offered over $10 billion of houses. In 2019, the corporate offered bigger than 18,000 houses, generating $4.7 billion in earnings.

Residential staunch property stays one of the attention-grabbing, undisrupted market in the U.S. with $1.6 trillion in annual home gross sales and now not more than one p.c on-line penetration. For patrons, the recent direction of of making an strive to receive or selling a house is advanced, risky, time drinking and offline. Opendoor, because the innovator and market chief in iBuying, streamlines the transaction and brings the dwell-to-dwell trip on-line. Householders can creep online to ask and accumulate an provide, favor out their most popular closing date, save and shut. This collapses the full home selling direction of into about a simple steps and removes as much as 100 days of bother and uncertainty. Home investors can get the Opendoor app, tour and take a look at with houses directly with self-tours, receive financing at competitive rates, and produce an provide, all with ideal a cell scheme. Collectively, Opendoor has constructed a simple, neat, on-query making an strive to receive and selling trip.

The shift from offline to on-line consumption continues to hotfoot, using increased customer consciousness, adoption and boost. Patrons are prioritizing safety, traumatic digital experiences, consuming out of dense areas and looking for extra home to present money working from home. These trends make critical tailwinds for Opendoor, whose mission is to empower folks with the freedom to switch.

Opendoor at show operates in 21 markets across the U.S., along with cities akin to Phoenix, Dallas-Fortress Worth, Raleigh-Durham, Atlanta and Orlando. Given the query for a digital capability to steal and promote a condo and the worthy critical digitization of services around the house, Opendoor plans to grow market half in existing markets, produce bigger to contemporary markets and originate contemporary products that produce staunch property transactions worthy extra seamless.

The Company’s administration team, led by Founder and CEO Eric Wu, will proceed to manual Opendoor. SCH’s Director, Adam Bain (worn Chief Working Officer of Twitter), shall be half of the merged company’s Board of Administrators upon completion of the transaction.

Management Comments

Eric Wu, Founder and CEO of Opendoor, stated:

“We based Opendoor to present it simple and instantaneous to steal and promote a condo, to satisfaction clients and produce their lives less traumatic, and to manufacture an iconic, once in a abilities company. Here is one of many milestones in direction of our mission and can simply relieve us hotfoot the path in direction of constructing the digital one-dwell-store to switch. I’m grateful for the persisted give a elevate to from my teammates and shareholders and most grateful for the tens of hundreds – and I hope soon to be a full bunch of hundreds – of households, couples and individuals that belief Opendoor with one of the attention-grabbing monetary option of their life. We’re energized by the replacement to present our on-line, streamlined trip on hand to millions of house owners each and daily.”

Chamath Palihapitiya, Founder and CEO of Social Capital Hedosophia II, stated:

“We created the IPO 2.0 platform to establish and partner with iconic abilities companies with confirmed administration groups and relieve of their transition to the public markets. Opendoor completely embodies this vision. The Company is reworking the $1.6 trillion residential staunch property market by combining a obedient individual trip, streamlined operations and machine learning to make a seamless digital trip. We’re mad to work with Eric and the supremely proficient Opendoor team to release home ownership for millions of People.”

Transaction Overview

On September 15, 2020, SCH (NYSE: IPOB.U) entered into a definitive agreement to mix with Opendoor thru a aggregate of stock and money financing. The industry aggregate values Opendoor at an enterprise worth of $4.8 billion, representing 1.0x 2019 earnings.

The transaction is expected to narrate as much as $1.0 billion of atrocious proceeds, along with the contribution of as much as $414 million of money held in SCH’s belief fable from its preliminary public offering in April 2020. The transaction is further supported by a $600 million PIPE at $10.00 per half, with $200 million from entities affiliated with SCH, along with $100 million from Chamath Palihapitiya, Founder and CEO of SCH, $58 million from Hedosophia, and the rest from existing Opendoor shareholders, Get admission to Industries and Lennar, along with Opendoor administration. New investors to Opendoor by extra PIPE contributions encompass funds and accounts managed by BlackRock and Healthcare of Ontario Pension Conception (HOOPP). Present Opendoor shareholders have agreed to roll 100 p.c of their fairness into the contemporary company. Upon completion of the transaction, Opendoor expects to have as much as $1.5 billion in money on its balance sheet to fund operations and give a elevate to contemporary and existing boost initiatives. All references to money on the balance sheet, on hand money from the belief fable and retained transaction proceeds are field to any redemptions by the public shareholders of SCH and payment of transaction costs.

The transaction, which has been unanimously approved by the Boards of Administrators of Opendoor and SCH, is field to approval by SCH’s shareholders and diverse venerable closing stipulations.

Extra facts about the proposed transaction, along with a duplicate of the merger agreement and investor presentation, shall be provided in a Most contemporary Document on Variety 8-Okay to be filed by SCH on the present time with the Securities and Substitute Commission (“SEC”) and on hand at www.sec.gov.

Convention Call Info

Opendoor and SCH will host a joint investor convention name to focus on the proposed transaction and overview an investor presentation on the present time, Tuesday, September 15, 2020 at 4: 00 p.m. ET.

To be all ears to the prepared remarks by audio webcast, creep to Opendoor’s investor net page, at https://opendoor.com/w/investors.

Investor Presentation

A link to the Company’s investor presentation would possibly perhaps well per chance even be found on Opendoor’s investor net page, at https://opendoor.com/w/investors.

Advisors

Connaught acted as monetary advisor, Credit ranking Suisse acted as capital markets advisor and placement agent and Skadden, Arps, Slate, Meagher & Flom LLP acted as appropriate advisor to SCH. Citi acted as monetary advisor and Latham & Watkins LLP acted as appropriate advisor to Opendoor.

About Social Capital Hedosophia II

Social Capital Hedosophia II is a partnership between the funding companies of Social Capital and Hedosophia. Social Capital Hedosophia II unites technologists, entrepreneurs and abilities-oriented investors around a shared vision of identifying and investing in modern and agile abilities companies. To learn extra about Social Capital Hedosophia, take a look at with www.socialcapitalhedosophiaholdings.com.

About Opendoor

Opendoor’s mission is to empower all people with the freedom to switch. Since 2014, Opendoor has provided folks across the U.S. with a radically simple capability to steal, promote or trade-in a condo. Opendoor at show operates in 21 markets in the U.S. and is headquartered in San Francisco.

For extra info, please take a look at with www.opendoor.com.

Extra Info and Where to Procure It

This press originate relates to a proposed transaction between Opendoor and SCH. This press originate does no longer describe an provide to promote or alternate, or the solicitation of an provide to steal or alternate, any securities, nor shall there be any sale of securities in any jurisdiction in which such provide, sale or alternate would be unlawful earlier than registration or qualification beneath the securities guidelines of such a jurisdiction. SCH intends to file a registration statement on Variety S-4 with the SEC, which is able to encompass a legend that serves as a prospectus and proxy statement of SCH, most continuously known as a proxy statement/prospectus. A proxy statement/prospectus shall be sent to all SCH shareholders. SCH furthermore will file diverse documents regarding the proposed transaction with the SEC. Sooner than making any vote casting option, investors and safety holders of SCH are entreated to read the registration statement, the proxy statement/prospectus and all diverse relevant documents filed or that shall be filed with the SEC in reference to the proposed transaction as they change into on hand because they’ll hang critical facts about the proposed transaction.

Investors and safety holders shall be in an enviornment to develop free copies of the registration statement, the proxy statement/prospectus and all diverse relevant documents filed or that shall be filed with the SEC by SCH thru the online site maintained by the SEC at www.sec.gov.

The documents filed by SCH with the SEC furthermore would possibly perhaps well per chance very properly be bought freed from cost at SCH’s net page at http://www.socialcapitalhedosophiaholdings.com/docsb.html or upon written ask to 317 College Ave, Suite 200, Palo Alto, California 94301.

Participants in Solicitation

SCH and its directors and govt officers would possibly perhaps well per chance very properly be deemed to be participants in the solicitation of proxies from SCH’s shareholders in reference to the proposed transaction. A checklist of the names of such directors and govt officers and info regarding their pursuits in the industry aggregate shall be contained in the proxy statement/prospectus when on hand. You are going to simply develop free copies of these documents as described in the previous paragraph.

Forward-Taking a encounter Statements

This press originate contains definite forward-looking statements correct thru the meaning of the federal securities guidelines with respect to the proposed transaction between Opendoor and SCH, along with statements regarding the anticipated advantages of the transaction, the anticipated timing of the transaction, future monetary situation and efficiency of Opendoor and expected monetary impacts of the transaction (along with future earnings, official forma enterprise worth and money balance), the satisfaction of closing stipulations to the transaction, the PIPE transaction, the extent of redemptions of SCH’s public shareholders and the products and markets and expected future efficiency and market opportunities of Opendoor. These forward-looking statements generally are acknowledged by the words “imagine,” “project,” “search info from,” “count on,” “estimate,” “intend,” “design,” “future,” “replacement,” “conception,” “would possibly perhaps well per chance simply,” “ought to calm,” “will,” “would,” “shall be,” “will proceed,” “will likely consequence,” and the same expressions. Forward-looking statements are predictions, projections and diverse statements about future events that are in step with recent expectations and assumptions and, as a consequence, are field to risks and uncertainties. Many factors could trigger staunch future events to differ materially from the forward-looking statements on this press originate, along with however no longer shrimp to: (i) the threat that the transaction would possibly perhaps well per chance simply no longer be done in a properly timed manner or at all, that would possibly perhaps well per chance adversely have an tag on the worth of SCH’s securities, (ii) the threat that the transaction would possibly perhaps well per chance simply no longer be done by SCH’s industry aggregate prick-off date and the aptitude failure to develop an extension of the industry aggregate prick-off date if sought by SCH, (iii) the failure to meet the stipulations to the consummation of the transaction, along with the approval of the merger agreement by the shareholders of SCH, the satisfaction of the minimum belief fable amount following any redemptions by SCH’s public shareholders and the receipt of definite governmental and regulatory approvals, (iv) the dearth of a third birthday party valuation in figuring out whether or no longer or no longer to pursue the proposed transaction, (v) the lack of ability to full the PIPE transaction, (vi) the occurrence of any match, alternate or diverse circumstance that would possibly perhaps well per chance give rise to the termination of the merger agreement, (vii) the perform of the announcement or pendency of the transaction on Opendoor’s industry relationships, working results, and industry generally, (viii) risks that the proposed transaction disrupts recent plans and operations of Opendoor, (ix) the consequence of any appropriate proceedings that would possibly perhaps well per chance very properly be instituted in opposition to Opendoor or in opposition to SCH linked to the merger agreement or the proposed transaction, (x) the flexibility to defend the checklist of SCH’s securities on a national securities alternate, (xi) changes in the competitive and controlled industries in which Opendoor operates, adaptations in working efficiency across competitors, changes in guidelines and regulations affecting Opendoor’s industry and changes in the blended capital development, (xii) the flexibility to place into effect industry plans, forecasts, and diverse expectations after the completion of the proposed transaction, and establish and see extra opportunities, (xiii) the threat of downturns and a changing regulatory landscape in the highly competitive residential staunch property trade, and (ix) charges linked to the transaction and the failure to treasure anticipated advantages of the transaction or to treasure estimated official forma results and underlying assumptions, along with with respect to estimated shareholder redemptions. The foregoing checklist of factors is now not any longer exhaustive. You ought to calm moderately take into fable the foregoing factors and the diverse risks and uncertainties described in the “Possibility Components” allotment of the registration statement on Variety S-4 mentioned above and diverse documents filed by SCH most continuously with the SEC. These filings establish and address diverse critical risks and uncertainties that would possibly perhaps well per chance trigger staunch events and results to differ materially from these contained in the forward-looking statements. Forward-looking statements enlighten easiest as of the date they’re made. Readers are cautioned no longer to position undue reliance on forward-looking statements, and Opendoor and SCH steal no responsibility and perform no longer intend to interchange or revise these forward-looking statements, whether or no longer because recent info, future events, or in any other case. Neither Opendoor nor SCH offers any assurance that both Opendoor or SCH, or the blended company, will construct its expectations.

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