Better.com's SPAC merger in jeopardy, companies admit

Better.com's efforts to go public are in dire straits, according to new financial disclosures. 

The embattled lender and special purpose acquisition company Aurora Acquisition Corp. are mulling options that could kill their merger over 15 months in the making, according to Securities and Exchange Commission filings dated Friday and posted Monday. 

"Although Aurora and Better remain committed to completing the Business Combination, Aurora and Better are in discussions regarding alternative financing arrangements for Better pursuant to which the Merger Agreement and related transactions would be terminated and Better would remain a private company," said Aurora in a filing. 

Better also amended funding agreements with its sponsors, giving one of them an opt-out of a $100 million commitment, and extended the deadline for the merger from December to March 8, 2023, according to the disclosures. 

"We are considering all capitalization options so that we can continue to make homeownership simpler, faster – and most importantly, more accessible for all Americans," a spokesperson for Better said in a statement Monday. 

A representative for Aurora didn't respond to a request for comment Monday.

The lender will also reimburse Aurora for undisclosed expenses in three payments not exceeding a total of $15 million, including up to $7.5 million by the end of this week, Aurora said. Better will also pay Aurora up to $3.75 million on January 2, 2023 and up to $3.75 million upon a termination of the merger. 

The news comes days after Better laid off an unconfirmed number of workers Friday and shrank its leave of absence policy, according to TechCrunch, which first reported the latest changes. The cut, reportedly impacting 250 workers, is the company's fourth mass termination since CEO Vishal Garg infamously fired 900 workers in a Zoom call last December.

The lender in a response Monday about the layoffs didn't confirm the number of workers impacted and called the move a "prudent" decision to adjust to the cooling mortgage market. The company last month said it already cut 72% of its workforce over a six-month period. 

Sponsors Novator Capital and SoftBank also secured some safety nets as part of an amendment to the merger. London-based private equity firm Novator last November provided $100 million of a $750 million convertible note at Better's option within 45 days of the merger closing; SoftBank provided the remaining $650 million.

Novator now has the option rather than the obligation to fund its commitment at the merger's closing, according to the disclosure. If Novator doesn't fulfill part of, or its full $100 million commitment, SoftBank's $650 million obligation will be reduced on a dollar-for-dollar basis as far down as $550 million. SoftBank also won't be responsible for covering Novator's shortfall, according to the SPAC.

If the merger fails, Novator can exchange $75 million of its $100 million in bridge notes for newly issued shares of Better stock at a 75% price per share discount to Better's $6.9 billion pre-money equity valuation, the filings said. Novator's remaining $25 million can be exchanged at no discount.

If the merger isn't completed and if Aurora can't secure another business combination by the new March deadline, the SPAC will shut down within two weeks, it said. 

Better has been one of the mortgage industry's bigger losers amid the waning market, posting a $327.7 million net loss in the first quarter. The company is also under investigation from the SEC over accusations it misled investors, stemming from a federal lawsuit by the firm's former second-in-command. Sides in that lawsuit will submit their proposed case schedule to a judge by next Wednesday.