UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): September 15, 2020
Social Capital Hedosophia Holdings
Corp. II
(Exact name of registrant as specified
in its charter)
|
Cayman Islands
(State or other jurisdiction
of incorporation)
|
001-39253
(Commission
File Number)
|
98-1515020
(I.R.S. Employer
Identification No.)
|
|
317 University Ave, Suite 200
Palo Alto, California
(Address of principal executive offices)
|
|
94301
(Zip Code)
|
(650) 521-9007
(Registrant's telephone number, including
area code)
Not Applicable
(Former name or former address, if
changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
x
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section
12(b) of the Act:
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
|
Units, each consisting of one Class A ordinary
share,
$0.0001 par value, and one-third of one
Warrant to
purchase one Class A ordinary share
|
|
IPOB.U
|
|
New York Stock Exchange
|
|
Class A ordinary shares, $0.0001 par value per share
|
|
IPOB
|
|
New York Stock Exchange
|
|
Warrants to purchase Class A ordinary shares
|
|
IPOB.WS
|
|
New York Stock Exchange
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive
Agreement.
On September 15, 2020,
Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company limited by shares ("SCH"),
announced that it entered into an Agreement and Plan of Merger (the "Merger Agreement"),
by and among Hestia Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of SCH ("Merger
Sub"), and Opendoor Labs Inc., a Delaware corporation ("Opendoor").
Pursuant to the Merger
Agreement, and subject to the approval of SCH's shareholders, among other things: (i) prior to the Closing, SCH shall domesticate
as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Cayman Islands
Companies Law (2020 Revision) (the "Domestication"), (ii) at the Closing,
upon the terms and subject to the conditions of the Merger Agreement, in accordance with the DGCL, Merger Sub will merge with and
into Opendoor, the separate corporate existence of Merger Sub will cease and Opendoor will be the surviving corporation and a wholly
owned subsidiary of SCH (the "Merger"), (iii) upon consummation of the
Merger, all of the equity interests of Opendoor will be converted into the right to receive the number of shares of common stock,
par value $0.0001 per share, of SCH (after its Domestication as a corporation incorporated in the State of Delaware) ("SCH
Common Stock") equal to the quotient obtained by dividing (x) $5,000,000,000 by (y) $10.00 and (iv) upon the consummation
of the Merger, SCH shall immediately be renamed "Opendoor Technologies Inc." The Closing is subject to the satisfaction
or waiver of certain closing conditions contained in the Merger Agreement.
On September 15,
2020, concurrently with the execution of the Merger Agreement, SCH also announced that it entered into subscription
agreements (the "Subscription Agreements") with certain investors (collectively, the "PIPE
Investors") pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have
collectively subscribed for 60 million shares of SCH Common Stock for an aggregate purchase price equal to $600 million (the
"PIPE Investment"), a portion of which is expected to be funded by one or more affiliates of current
Opendoor stockholders and of SCH Sponsor II LLC, SCH's sponsor (the "Sponsor"),
respectively. The PIPE Investment will be consummated substantially concurrently with the closing of the transactions
contemplated by the Merger Agreement, subject to the terms and conditions contemplated by the Subscription Agreements.
On September 15, 2020,
SCH also announced entry into a Support Agreement (the "Sponsor Support Agreement"),
by and among SCH, the Sponsor and Opendoor, pursuant to which the Sponsor and each director of SCH agreed to, among
other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms
and conditions contemplated by the Sponsor Support Agreement. In addition, SCH has entered into a Support Agreement (the "Company
Support Agreement") by and among SCH, Opendoor and certain stockholders of Opendoor (the "Key Stockholders"),
pursuant to which the Key Stockholders have agreed to, among other things, vote in favor of the Merger Agreement and the transactions
contemplated thereby, in each case, subject to the terms and conditions contemplated by the Company Support Agreement.
A copy of the Merger
Agreement, the form of the Subscription Agreements, the Sponsor Support Agreement and the Company Support Agreement will be filed
by amendment on Form 8-K/A to this Current Report within four business days of the date hereof as Exhibit 2.1, Exhibit 10.1, Exhibit
10.2 and Exhibit 10.3, respectively, and the foregoing description of each of the Merger Agreement, Subscription Agreements, Sponsor
Support Agreement and Company Support Agreement is qualified in its entirety by reference thereto.
Item 3.02 Unregistered Sales of Equity
Securities
The disclosure set
forth above in Item 1.01 of this Current Report on Form 8-K with respect to the PIPE Investment is incorporated by reference
in this Item 3.02. The shares of SCH Common Stock to be issued in connection with the PIPE Investment will not be registered under
the Securities Act of 1933, as amended (the "Securities Act"), and will be issued in reliance on the exemption
from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.
Item 7.01 Regulation FD Disclosure.
On September 15, 2020,
SCH and Opendoor issued a joint press release (the "Press Release") announcing
the execution of the Merger Agreement. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Attached as Exhibit
99.2 and Exhibit 99.3 and incorporated herein by reference are the investor presentations dated September 15, 2020, for use by
SCH in meetings with certain of its shareholders as well as other persons with respect to SCH's proposed transaction with Opendoor,
as described in this Current Report on Form 8-K.
The information in
this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 and is furnished and shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference
into the filings of SCH under the Securities Act or the Exchange Act, regardless of any general incorporation language in such
filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information
contained in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3.
Additional Information and Where to Find
It
This Current Report
on Form 8-K relates to a proposed transaction between Opendoor and SCH. This Current Report on Form 8-K does not constitute an
offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. SCH intends to file a registration statement on Form S-4 with the U.S. Securities and Exchange Commission
(the "SEC"), which will include a document that serves as a prospectus
and proxy statement of SCH, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all SCH shareholders.
SCH also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors
and security holders of SCH are urged to read the registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because
they will contain important information about the proposed transaction.
Investors and security
holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by SCH through the website maintained by the SEC at www.sec.gov.
The documents filed
by SCH with the SEC also may be obtained free of charge at SCH's website at http://www.socialcapitalhedosophiaholdings.com/docsb.html
or upon written request to 317 University Ave, Suite 200, Palo Alto, California 94301.
Participants in Solicitation
SCH and its directors
and executive officers may be deemed to be participants in the solicitation of proxies from SCH's shareholders in connection with
the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests
in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these
documents as described in the preceding paragraph.
Forward-Looking Statements Legend
This Current Report
on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed
transaction between Opendoor and SCH. These forward-looking statements generally are identified by the words "believe,"
"project," "expect," "anticipate," "estimate," "intend," "strategy,"
"future," "opportunity," "plan," "may," "should," "will," "would,"
"will be," "will continue," "will likely result," and similar expressions. Forward-looking statements
are predictions, projections and other statements about future events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the
forward-looking statements in this document, including but not limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price of SCH's securities, (ii) the risk that the transaction may
not be completed by SCH's business combination deadline and the potential failure to obtain an extension of the business combination
deadline if sought by SCH, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption
of the Merger Agreement by the shareholders of SCH, the satisfaction of the minimum trust account amount following redemptions
by SCH's public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation
in determining whether or not to pursue the proposed transaction, (v) the inability to complete the PIPE Investment, (vi) the occurrence
of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vii) the effect of
the announcement or pendency of the transaction on Opendoor's business relationships, operating results, and business generally,
(viii) risks that the proposed transaction disrupts current plans and operations of Opendoor, (ix) the outcome of any legal proceedings
that may be instituted against Opendoor or against SCH related to the Merger Agreement or the proposed transaction, (x) the ability
to maintain the listing of SCH's securities on a national securities exchange, (xi) changes in the competitive and regulated industries
in which Opendoor operates, variations in operating performance across competitors, changes in laws and regulations affecting Opendoor's
business and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations
after the completion of the proposed transaction, and identify and realize additional opportunities, and (xiii) the risk of downturns
and a changing regulatory landscape in the highly competitive residential real estate industry. The foregoing list of factors is
not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk
Factors" section of SCH's registration on Form S-1 (File No. 333-237864), the registration statement on Form S-4 discussed
above and other documents filed by SCH from time to time with the SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and Opendoor and SCH assume no obligation and do not intend to update or revise these forward-looking statements, whether
as a result of new information, future events, or otherwise. Neither Opendoor nor SCH gives any assurance that either Opendoor
or SCH, or the combined company, will achieve its expectations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
Social Capital Hedosophia Holdings Corp. II
|
|
Date: September 15, 2020
|
|
|
|
|
By:
|
/s/ Chamath Palihapitiya
|
|
|
Name:
|
Chamath Palihapitiya
|
|
|
Title:
|
Chief Executive Officer
|
Exhibit 99.1
Opendoor, a Leading Digital Platform
for Residential Real Estate, Announces Plans to Become Publicly-traded via Merger with Social Capital Hedosophia
|
|
●
|
Opendoor has reinvented how people buy and sell a home with its simple, digital and on-demand experience
|
|
|
●
|
The transaction will enable Opendoor to continue to invest in growth, market expansion and new products that will accelerate
Opendoor’s plan to become a digital one-stop shop for homeowners
|
|
|
●
|
The transaction values Opendoor at an enterprise value of $4.8 billion, and is expected to provide up to $1.0 billion in cash
proceeds, including a fully committed PIPE of $600 million and up to $414 million of cash held in the trust account of Social Capital
Hedosophia Holdings Corp. II (“SCH”)
|
|
|
●
|
Insiders are making a significant commitment of $200 million of the $600 million PIPE. This $200 million commitment includes
$100 million from Chamath Palihapitiya, Founder and CEO of SCH, $58 million from Hedosophia, with the remainder invested by existing
Opendoor shareholders, Access Industries and Lennar, along with Opendoor management
|
|
|
●
|
Top-tier institutional investors anchoring the remaining $400 million of PIPE investments include funds and accounts managed
by BlackRock and Healthcare of Ontario Pension Plan (HOOPP)
|
|
|
●
|
100 percent of cash proceeds will be retained by Opendoor, with existing shareholders of Opendoor rolling 100 percent of their
equity into the combined company
|
SAN FRANCISCO and PALO ALTO, CA – September 15, 2020
– Opendoor Labs Inc. (“Opendoor” or the “Company”), the pioneer and market leader in iBuying,
has entered into a definitive business combination agreement with Social Capital Hedosophia Holdings Corp. II (NYSE: IPOB) ("SCH"),
a publicly traded special purpose acquisition company, to bring public a leading digital platform for residential real estate.
Company Overview
Founded in 2014, Opendoor has reinvented the real estate transaction,
offering an on-demand, digital experience to buy and sell a home. Opendoor enables homeowners to sell and buy online in a few taps
of a button, providing greater simplicity, certainty and convenience than ever before. Since its founding, the Company has served
over 80,000 customers and sold over $10 billion of homes. In 2019, the company sold more than 18,000 homes, generating $4.7 billion
in revenue.
Residential real estate remains the largest, undisrupted market
in the U.S. with $1.6 trillion in annual home sales and less than one percent online penetration. For consumers, the current process
of buying or selling a home is complex, uncertain, time consuming and offline. Opendoor, as the innovator and market leader in
iBuying, streamlines the transaction and brings the end-to-end experience online. Homeowners can go online to request and accept
an offer, select their preferred closing date, sign and close. This collapses the entire house selling process into a few simple
steps and removes up to 100 days of hassle and uncertainty. Home buyers can download the Opendoor app, tour and visit homes instantly
with self-tours, get financing at competitive rates, and make an offer, all with just a mobile device. Collectively, Opendoor has
built a simple, elegant, on-demand buying and selling experience.
The shift from offline to online consumption continues to accelerate,
driving increased customer awareness, adoption and growth. Consumers are prioritizing safety, demanding digital experiences, moving
out of dense areas and searching for more space to work from home. These trends create significant tailwinds for Opendoor, whose
mission is to empower people with the freedom to move.
Opendoor currently operates in 21 markets across the U.S., including
cities such as Phoenix, Dallas-Fort Worth, Raleigh-Durham, Atlanta and Orlando. Given the demand for a digital way to buy and sell
a home and the much needed digitization of services around the home, Opendoor plans to grow market share in existing markets, expand
to new markets and launch new products that make real estate transactions even more seamless.
The Company’s management team, led by Founder and CEO
Eric Wu, will continue to lead Opendoor. SCH’s Director, Adam Bain (former Chief Operating Officer of Twitter), will join
the merged company’s Board of Directors upon completion of the transaction.
Management Comments
Eric Wu, Founder and CEO of Opendoor, said:
“We founded Opendoor to make it simple and instant
to buy and sell a home, to delight customers and make their lives less stressful, and to build an iconic, once in a generation
company. This is one of many milestones towards our mission and will help us accelerate the path towards building the digital one-stop-shop
to move. I am grateful for the continued support from my teammates and shareholders and most thankful for the tens of thousands
– and I hope soon to be hundreds of thousands – of families, couples and individuals that trust Opendoor with the largest
financial decision of their life. We are energized by the opportunity to make our online, streamlined experience available to millions
of homeowners every day.”
Chamath Palihapitiya, Founder and CEO of Social Capital Hedosophia
II, said:
“We created the IPO 2.0 platform to identify and partner
with iconic technology companies with proven management teams and assist in their transition to the public markets. Opendoor perfectly
embodies this vision. The Company is transforming the $1.6 trillion residential real estate market by combining a superior user
experience, streamlined operations and machine learning to create a seamless digital experience. We are excited to work with Eric
and the supremely talented Opendoor team to unlock home ownership for millions of Americans.”
Transaction Overview
On September 15, 2020, SCH (NYSE: IPOB.U) entered into a definitive
agreement to combine with Opendoor through a combination of stock and cash financing. The business combination values Opendoor
at an enterprise value of $4.8 billion, representing 1.0x 2019 revenue.
The transaction is expected to deliver up to $1.0 billion of
gross proceeds, including the contribution of up to $414 million of cash held in SCH’s trust account from its initial public
offering in April 2020. The transaction is further supported by a $600 million PIPE at $10.00 per share, with $200 million from
entities affiliated with SCH, including $100 million from Chamath Palihapitiya, Founder and CEO of SCH, $58 million from Hedosophia,
and the remainder from existing Opendoor shareholders, Access Industries and Lennar, along with Opendoor management. New investors
to Opendoor via additional PIPE contributions include funds and accounts managed by BlackRock and Healthcare of Ontario Pension
Plan (HOOPP). Existing Opendoor shareholders have agreed to roll 100 percent of their equity into the new company. Upon completion
of the transaction, Opendoor expects to have up to $1.5 billion in cash on its balance sheet to fund operations and support new
and existing growth initiatives. All references to cash on the balance sheet, available cash from the trust account and retained
transaction proceeds are subject to any redemptions by the public shareholders of SCH and payment of transaction expenses.
The transaction, which has been unanimously approved by the
Boards of Directors of Opendoor and SCH, is subject to approval by SCH's shareholders and other customary closing conditions.
Additional information about the proposed transaction, including
a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by SCH today
with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov.
Conference Call Information
Opendoor and SCH will host a joint investor
conference call to discuss the proposed transaction and review an investor presentation today, Tuesday, September 15, 2020 at 4:00
p.m. ET.
To listen to the prepared remarks via audio webcast, go to
Opendoor’s investor website, at https://opendoor.com/w/investors.
Investor Presentation
A link to the Company's investor presentation can be found
on Opendoor’s investor website, at https://opendoor.com/w/investors.
Advisors
Connaught acted as financial advisor, Credit Suisse acted
as capital markets advisor and placement agent and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to
SCH. Citi acted as financial advisor and Latham & Watkins LLP acted as legal advisor to Opendoor.
About Social Capital Hedosophia II
Social Capital Hedosophia II is a partnership between the investment
firms of Social Capital and Hedosophia. Social Capital Hedosophia II unites technologists, entrepreneurs and technology-oriented
investors around a shared vision of identifying and investing in innovative and agile technology companies. To learn more about
Social Capital Hedosophia, visit www.socialcapitalhedosophiaholdings.com.
About Opendoor
Opendoor’s mission is to empower everyone with the freedom
to move. Since 2014, Opendoor has provided people across the U.S. with a radically simple way to buy, sell or trade-in a home.
Opendoor currently operates in 21 markets in the U.S. and is headquartered in San Francisco.
For more information, please visit www.opendoor.com.
Additional Information and Where to Find It
This press release relates to a proposed transaction between
Opendoor and SCH. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or
exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. SCH intends to file a registration
statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of SCH, referred
to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all SCH shareholders. SCH also will file other
documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of
SCH are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important
information about the proposed transaction.
Investors and security holders will be able to obtain free copies
of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with
the SEC by SCH through the website maintained by the SEC at www.sec.gov.
The documents filed by SCH with the SEC also may be obtained
free of charge at SCH's website at http://www.socialcapitalhedosophiaholdings.com/docsb.html or upon written request to 317 University
Ave, Suite 200, Palo Alto, California 94301.
Participants in Solicitation
SCH and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from SCH's shareholders in connection with the proposed transaction. A list of the
names of such directors and executive officers and information regarding their interests in the business combination will be contained
in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the proposed transaction between Opendoor and SCH, including
statements regarding the anticipated benefits of the transaction, the anticipated timing of the transaction, future financial condition
and performance of Opendoor and expected financial impacts of the transaction (including future revenue, pro forma enterprise value
and cash balance), the satisfaction of closing conditions to the transaction, the PIPE transaction, the level of redemptions of
SCH’s public shareholders and the products and markets and expected future performance and market opportunities of Opendoor.
These forward-looking statements generally are identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "opportunity,"
"plan," "may," "should," "will," "would," "will be," "will continue,"
"will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including
but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect
the price of SCH's securities, (ii) the risk that the transaction may not be completed by SCH's business combination deadline and
the potential failure to obtain an extension of the business combination deadline if sought by SCH, (iii) the failure to satisfy
the conditions to the consummation of the transaction, including the approval of the merger agreement by the shareholders of SCH,
the satisfaction of the minimum trust account amount following any redemptions by SCH's public shareholders and the receipt of
certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue
the proposed transaction, (v) the inability to complete the PIPE transaction, (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger agreement, (vii) the effect of the announcement or pendency
of the transaction on Opendoor's business relationships, operating results, and business generally, (viii) risks that the proposed
transaction disrupts current plans and operations of Opendoor, (ix) the outcome of any legal proceedings that may be instituted
against Opendoor or against SCH related to the merger agreement or the proposed transaction, (x) the ability to maintain the listing
of SCH's securities on a national securities exchange, (xi) changes in the competitive and regulated industries in which Opendoor
operates, variations in operating performance across competitors, changes in laws and regulations affecting Opendoor's business
and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations
after the completion of the proposed transaction, and identify and realize additional opportunities, (xiii) the risk of downturns
and a changing regulatory landscape in the highly competitive residential real estate industry, and (ix) costs related to the transaction
and the failure to realize anticipated benefits of the transaction or to realize estimated pro forma results and underlying assumptions,
including with respect to estimated shareholder redemptions. The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the registration
statement on Form S-4 discussed above and other documents filed by SCH from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not
to put undue reliance on forward-looking statements, and Opendoor and SCH assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Opendoor nor SCH
gives any assurance that either Opendoor or SCH, or the combined company, will achieve its expectations.
Contacts
Opendoor
Investors:
Whitney Kukulka
The Blueshirt Group
investors@opendoor.com
Media:
Sheila Tran / Charles Stewart
Opendoor
press@opendoor.com
Social Capital Hedosophia II
Media:
Sara Evans / Kerry Golds
Finsbury
sara.evans@finsbury.com / kerry.golds@finsbury.com
+1.917.344.9279 / +1.646.957.2279
Jonathan Gasthalter / Carissa Felger
Gasthalter & Co.
SCH@gasthalter.com
Exhibit 99.2
Disclaimer 2 Confidentiality and Disclosures This presentation has been prepared for use by Social Capital Hedosophia Holdings Corp . II (“Social Capital”) and Opendoor Labs Inc . (“Opendoor”) in connection with their proposed business combination . This presentation is for information purposes only and is being provided to you solely in your capacity as a potential investor in considering an investment in Social Capital and may not be reproduced or redistributed, in whole or in part, without the prior written consent of Social Capital and Opendoor . Neither Social Capital nor Opendoor makes any representation or warranty as to the accuracy or completeness of the information contained in this presentation . This presentation is not intended to be all - inclusive or to contain all the information that a person may desire in considering an investment in Social Capital and is not intended to form the basis of any investment decision in Social Capital . You should consult your own legal, regulatory, tax, business, financial and accounting advisors to the extent you deem necessary, and must make your own investment decision and perform your own independent investigation and analysis of an investment in Social Capital and the transactions contemplated in this presentation . This presentation shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction . Forward - Looking Statements Certain statements in this presentation may constitute “forward - looking statements” within the meaning of the federal securities laws . Forward - looking statements include, but are not limited to, statements regarding Social Capital’s or Opendoor’s expectations, hopes, beliefs, intentions or strategies regarding the future . In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward - looking statements . The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward - looking statements, but the absence of these words does not mean that a statement is not forward - looking . Forward - looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties . You should carefully consider the risks and uncertainties described in the “Risk Factors” section of Social Capital’s registration statement on Form S - 1 , the proxy statement/prospectus on Form S - 4 relating to the business combination, which is expected to be filed by Social Capital with the Securities and Exchange Commission (the “SEC”) and other documents filed by Social Capital from time to time with the SEC . These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward - looking statements . Forward - looking statements speak only as of the date they are made . Readers are cautioned not to put undue reliance on forward - looking statements, and Social Capital and Opendoor assume no obligation and do not intend to update or revise these forward - looking statements, whether as a result of new information, future events, or otherwise . Neither Social Capital nor Opendoor gives any assurance that either Social Capital or Opendoor will achieve its expectations . Use of Projections The financial projections, estimates and targets in this presentation are forward - looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Social Capital’s and Opendoor’s control . While all financial projections, estimates and targets are necessarily speculative, Social Capital and Opendoor believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation . The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets . The inclusion of financial projections, estimates and targets in this presentation should not be regarded as an indication that Social Capital and Opendoor, or their representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events . Use of Data The data contained herein is derived from various internal and external sources . No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein . Any data on past performance or modeling contained herein is not an indication as to future performance . Social Capital and Opendoor assume no obligation to update the information in this presentation . Further, these financials were prepared by the Company in accordance with private Company AICPA standards . The Company is currently in the process of uplifting its financials to comply with public company and SEC requirements . Use of Non - GAAP Financial Metrics This presentation includes certain non - GAAP financial measures (including on a forward - looking basis) such as Adjusted Gross Profit, Contribution Profit, Adjusted EBITDA and Adjusted Net Income . Opendoor defines Adjusted Gross Margin as GAAP Gross Profit less Net Impairment, Contribution Profit defined as GAAP Gross Profit less selling and holding costs associated with the sale of a home, Adjusted EBITDA defined as net income (loss), adjusted for interest expense, interest income, income taxes, depreciation and amortization and Adjusted Net Income defined as GAAP Net Income less Stock Based Compensation, Warrant Expense, Net Impairment, Intangible Amortization Expense, Restructuring costs and Other . These non - GAAP measures are an addition, and not a substitute for or superior to measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP . Reconciliations of non - GAAP measures to their most directly comparable GAAP counterparts are included in the Appendix to this presentation . Opendoor believes that these non - GAAP measures of financial results (including on a forward - looking basis) provide useful supplemental information to investors about Opendoor . Opendoor’s management uses forward looking non - GAAP measures to evaluate Opendoor’s projected financial and operating performance . However, there are a number of limitations related to the use of these non - GAAP measures and their nearest GAAP equivalents . For example other companies may calculate non - GAAP measures differently, or may use other measures to calculate their financial performance, and therefore Opendoor’s non - GAAP measures may not be directly comparable to similarly titled measures of other companies . Participants in Solicitation Social Capital and Opendoor and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of Social Capital’s shareholders in connection with the proposed business combination . Investors and security holders may obtain more detailed information regarding the names and interests in the proposed business combination of Social Capital’s directors and officers in Social Capital’s filings with the Securities and Exchange Commission (the “SEC”), including Social Capital’s registration statement on Form S - 1 , which was originally filed with the SEC on February 28 , 2020 . To the extent that holdings of Social Capital’s securities have changed from the amounts reported in Social Capital’s registration statement on Form S - 1 , such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC . Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Social Capital’s shareholders in connection with the proposed business combination is set forth in the proxy statement/prospectus on Form S - 4 for the proposed business combination, which is expected to be filed by Social Capital with the SEC . Investors and security holders of Social Capital and Opendoor are urged to read the proxy statement/prospectus and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the proposed business combination . Investors and security holders will be able to obtain free copies of the proxy statement and other documents containing important information about Social Capital and Opendoor through the website maintained by the SEC at www . sec . gov . Copies of the documents filed with the SEC by Social Capital can be obtained free of charge by directing a written request to Social Capital Hedosophia Holdings Corp . II, 317 University Ave, Suite 200 , Palo Alto, California 94301 .
“Incredible upgrade opportunity” My journey started at 2004 Mitchell Street
4 Product Engineering Design & Marketing Operations Finance Brian Tolkin Head of Seller Product Product, Uber Mark Kinsella Head of Engineering Director, Lyft Paul Smith Head of Design Director, Uber Megan Meyer Head of Operations Ops, Bain Capital Rajiv Krishnarao Head of Finance Director, Uber David Sinsky Head of New Products Product, FourSquare Nelson Ray, PhD Head of Data Science Data Scientist, Google Reema Batta Head of Marketing Marketing, Expedia Brad Bonney Market Operations Director T&S, Airbnb Dod Fraser Head of Capital Markets/Risk Principal, TPG Judd Schoenholtz Head of Buyer Product CEO, OpenListings Mike Chen Head of Pricing Engineering Sr Engineer, Twitter Annie Tang Design Manager Design, Google Nadia Aziz Head of Mortgages VP, Capital One Christy Schwartz Corporate Controller Controller, Yodlee Eric Wu Founder, CEO Head of Product, Trulia Ian Wong Founder, CTO Head of Data Science, Square Tom Willerer Chief Product Officer VP Product, Netflix Julie Todaro President, Homes & Services VP Operations, Amazon Carrie Wheeler CFO Partner, TPG Seasoned, deep and experienced team
Buy, sell & move 5 at the tap of a button Unlock homeownership for millions of Americans
6 An Opendoor story Charlisa’s next chapter Read and watch her story www.opendoor.com/w/stories/charlisa - boyd
18,799 Homes sold (2019) #2 Competitor #3 Competitor 7 We are the innovator and market leader 2017 2019 Revenue ($B) $0.7 $1.8 $4.7 21 $10B 80K Markets Homes sold Homeowners served Key metrics Markets, Homeowners served and Homes sold metrics since Company inception through August 31, 2020; Homeowners served defined as number of home transactions Competitors shown inclusive of iBuyer category, not all market competitors Note: 4.4x larger than the next closest competitor
Significant upside ahead Revenue growth and margin improvement expected via market penetration and adjacent services Investment highlights 8 Massive, fragmented market U.S. real estate industry is ripe for disruption Superior consumer experience Digital experience transforming a highly inefficient process Strong unit economics Proven, replicable margins across multiple markets Rapid growth and scale Demonstrated ability to grow rapidly and efficiently Market leader with low cost transaction platform Highly efficient platform to buy and sell real estate
4% 50+ annual transactions 66% 0 - 15 annual transactions 31% 15 - 50 annual transactions Real estate Used autos Food $1.0T/yr $841B/yr 68% of Americans are homeowners 5 million homes sold annually Fragmented incumbents $1.6T/yr 9 Massive market Data sourced from public company filings, U.S. Bureau of Labor Statistics, U.S. Census Bureau and National Association of Rea lto rs The largest, undisrupted market in the U.S. 2 million realtors 28% of realtors have another occupation Note:
Today, 89% of buyers and sellers use an agent, and this is their experience Agent use, 89%, per National Association of Realtors report List days, home visits and fall - through metrics based on analysis of Multiple Listing Service (MLS) and Company data Per transaction $ values indicative based on $250K home value Note: Costing as much as 12%+ of the transaction Item Cost Broker commission $13,750 Seller concessions $3,750 Closing costs $3,750 Home renovation/repairs $2,500 Double mortgage $2,500 Moving costs $1,259 Staging $1,185 Home warranty $936 Total $29,630 Process is complex, uncertain, time - consuming and offline 10 Finally moves Decides to move Find an agent Interview and find a listing agent Repair and prep Repair, renovate and prep home, spending $2,500 List for sale for $250,000 List on the market for months Host several open houses 12 showings, 15 home visits Receive an offer for $240,000 Receive an offer, negotiate, and accept Negotiate repairs Seller has to negotiate the price or fix the issues Search for new home Visit 12 occupied homes Buyer inspection An inspector finds issues with the homes Wait for close 20% of deals fall through Miss out on dream home Make an offer with multiple contingencies Settle for available home Make offer with no contingencies
11 Online cash offer Flexible close date Digital closing Receive an offer and sell on your timeline
New experience to search, visit and buy thousands of homes 12 Self - tour homes Financing in - app Digital offer process
Offering greater simplicity, certainty, speed and safety 13 Complex Slow Uncertain Human intensive Average of 6 counter parties to manage ~20% of transactions fall through Inflexible timelines to closing Average of 87 days to close on the market Averaging 12 visitors per listing with months of open houses Traditional sale Simple Integrated digital experience Fast Flexible closing in as fast as 3 days Certain Guaranteed close on your timeline No unforeseen costs Safe Completely contactless sale Opendoor Fall - through, days - on - market and visitors / listing based on analysis of MLS and Company data Offer comparison reflects a comparison of Company’s listing and sell direct products (figures based on illustrative home) Note:
20 % Real sellers High intent customers 80% Browsing for a quote 14 34% 2019 real seller conversion High conversion 25% 23% 24% 26% 30% 31% 35% 38% 40% 46% 44% >10% 9.5% 8.5% 7.5% 6.5% <6.0% Even at 10% fees conversion is 23% And at 6% fees conversion is 44%+ Real seller conversion vs. fees Based on Company data for 2019. Real seller defined as unique lead who either accepts Opendoor offer or lists home on MLS wit hin 60 days of receiving an offer Home sellers are choosing Opendoor 90% Sell direct to us without agents Note:
Rental
Car Traditional… Category Leaders 15 Traditional… Mortgage Title Opendoor 70 Net Promoter Score NPS metrics based on Company data, public filings and 3rd - party research Note: And are delighted by our experience
Foundation of software and data science Pricing Real - time models to predict the current and future value of a home Home Ops Inspections, data collection, repairs and renovations Fulfillment Automated closing, title and escrow processes Customer Experience Centralized sales and support teams to manage the customer experience end - to - end Capital Markets Efficient capital markets systems to bridge and fund assets 16 We’ve rebuilt the entire real estate service stack
Feature level home data 145 Unique features per inspection 175K On - site inspections 25M Home level data inputs 1B Home level adjustments 17 1Q16 1Q18 1Q20 41% 63% With step - function increases in automation Meaningful improvements in accuracy 2Q18 acquisition cohort 2Q19 acquisition cohort Predicted vs. actual resale price (absolute delta) Least mature More mature Most mature On - site inspections and home - level adjustment metrics reflect to - date company data as of August 2020; feature price adjustments indicative Accuracy data based on expected resale price at time of underwriting vs. realized sale price. Automation rate based on percen tag e of offers sent without human intervention Pricing advantage: data, accuracy and automation Countertops +$5.1K for granite HVAC system +$8.5K if < 3 yrs Bedrooms +$15.0K from 2 to 3 Roofing +$9.0K if < 5 yrs Hardwood floors +$1.5 / sq ft Garage +$4.5K / space Appliances +$3.9K for stainless steel Note: Market maturity
18 Centralization & automation Traditional agent Opendoor We are 12x more efficient than a traditional agent Transactions / person App to manage all home ops workflows Opendoor Scout Opendoor productivity based on 2019 total closes and average operator headcount; Traditional agent based on National Associat ion of Realtors report Economies of scale metrics based on Company data Cost advantage: applying technology to reduce costs Economies of scale 40%+ Bulk pricing discounts on home materials 10K+ Subcontractors on our platform 50% Reduction of spend/home over last 2 years Note:
Growth 19
Phoenix Dallas - Fort Worth Las Vegas Atlanta Raleigh - Durham Orlando $1.0B run - rate revenue 4.2% market share $206M run - rate revenue 1.9% market share $329M run - rate revenue 1.7% market share $664M run - rate revenue 4.6% market share $388M run - rate revenue 5.5% market share $166M run - rate revenue 1.5% market share 20 Market share based on Company resales and MLS transaction data for respective markets as of 1Q20. 1Q20 run rates do not refle ct the full impact of COVID - 19; see Summary Financials for full - year 2020 projections Our first 6 markets reached $2.7B run - rate revenue in 1Q20 $2.7B 1Q20 Run - rate revenue 3.2% Market share 6 Markets Note:
Phoenix Dallas - Fort Worth Las Vegas Atlanta Raleigh - Durham Orlando Charlotte San Antonio Sacramento Houston Tampa Portland Denver Nashville Jacksonville Austin Minneapolis - St.Paul Riverside Tucson Los Angeles Salt Lake City 21 $5.0B 1Q20 Run - rate revenue 2.0% Market share 21 Markets Today, we are in 21 markets and just scratching the surface Market share based on Company resales and MLS transaction data for respective markets as of 1Q20. 1Q20 run rates do not refle ct the full impact of COVID - 19; see Summary Financials for full - year 2020 projections Note:
22 Track record of new market launches Market share Market share by market maturity Month of operation 0.0% 0.3% 0.5% 0.8% 1.0% 1.3% 1.5% 1 2 3 4 5 6 7 8 9 10 11 12 Phoenix Next 5 Next 15 Infrastructure in place to launch efficiently Centralized customer operations Centralized teams to service sellers and buyers end - to - end Scalable pricing systems Mature market data improves pricing in new markets Small, efficient in - market launch teams 3 in - market teammates to launch a new market Market share based on Company Resale Closes and MLS transaction data Note:
23 Our current playbook takes us to $50B in revenue $50B Run - rate revenue 4% Market share 100 Markets Phoenix Atlanta Orlando Las Vegas Sacramento Tampa Raleigh - Durham Portland Denver Nashville Jacksonville Minneapolis - St.Paul Washington, DC Seattle Philadelphia Baltimore Chicago Riverside Boston Detroit St. Louis San Diego Ft. Lauderdale Kansas City Orange County Indianapolis Miami Long Island Cleveland Columbus Cincinnati Stockton Pittsburgh Milwaukee Oklahoma City Ft. Myers Tucson Tacoma Birmingham Louisville Charleston Providence Omaha New Orleans Hudson Valley Memphis Grand Rapids Tulsa Buffalo Knoxville Baton Rouge Albuquerque Dover El Centro Hanford Hanford Reno Kennewick Salem Spokane Salt Lake City Ogden Provo - Orem Lexington Yuma Santa Fe Trenton Visalia Vero Beach Los Angeles Ventura Oakland Modesto Bakersfield Boulder Canton Hampton Roads Richmond Charlottesville Colorado Springs Fort Collins Greeley Dallas - Fort Worth San Antonio Austin Houston Ocala Redding Savannah Charlotte Wilmington Newark Boise Killeen
Phoenix Dallas - Fort Worth Atlanta Orlando Las Vegas Sacramento Tampa Raleigh - Durham Portland Charlotte Nashville Jacksonville San Antonio Austin Minneapolis - St.Paul Washington, DC Seattle Philadelphia Baltimore Chicago Riverside Los Angeles Boston Detroit St. Louis San Diego Ft. Lauderdale Kansas City Orange County Indianapolis Miami Long Island Cleveland Columbus Cincinnati Pittsburgh Hampton Roads Milwaukee Oklahoma City Ft. Myers Richmond Tucson Tacoma Birmingham Louisville Charleston Providence Omaha New Orleans Hudson Valley Memphis Grand Rapids Tulsa Buffalo Knoxville Baton Rouge Albuquerque 24 With a U.S. market potential of $1.3T 5M Annual homes sold Annual homes sold and sales distribution per National Association of Realtors (NAR) Gross Merchandise Value = annual homes sold x $310k average sales price x 87%. Individual metrics per NAR 87% Homes in buy box of $100K to $750K $1.3T Total annual GMV Houston Note: Dover El Centro Hanford Reno Kennewick Salem Spokane Salt Lake City Ogden Provo - Orem Lexington Yuma Santa Fe Trenton Visalia Vero Beach Ventura Stockton Oakland Modesto Bakersfield Canton Charlottesville Denver Boulder Colorado Springs Fort Collins Greeley Killeen Ocala Redding Savannah Wilmington Newark Boise
25 And this is just the beginning
26 Category % Online Market leader Market capitalization Retail Transportation Used auto sales Real estate 14% 4% 1% < 1% ~$1.5T ~$50B ~$30B Online penetration metrics are based on public filings and third party research Market capitalization values are approximated as of August 31, 2020 Early stages of the digital transformation in real estate Note:
27 Customers are prioritizing safety Opendoor provides a digital, contact - less way to buy and sell a home Customers are demanding digital first experiences De - urbanization is occurring as buyers avoid dense areas Demand for housing in our markets is strengthening COVID - 19 has accelerated shifts in consumer behavior
Home maintenance Title and Escrow Financing Upgrades Warranty Insurance Moving services 28 Consumers demand digital experiences for the services that revolve around the home
29 We’ve transformed how people sell a home Today Sold in a few taps The picture can't be displayed. As the market leader, we are just getting started Tomorrow We will transform how people move Digital one - stop shop to move
Financial overview 30
31 We have proven, positive unit economics
Contribution Margin 3.1% 1Q20 Margin Performance Phoenix TotalCo All metrics presented are non - GAAP, see reconciliation in Appendix for TotalCo. Phoenix market metrics use same methodology as t otal company equivalents $8K/home
Contribution Margin After Interest $5K/home Note:
Adjusted Gross Margin
Selling Costs
Holding Costs
Contribution Margin
Contribution Margin After Interest 7.3% (2.6%) (0.7%) 4.0% $11K/home $8K/home 3.0% 1.9%
Phoenix Contribution Margin per home by market (1Q20) 32 $8K / home TotalCo Contribution Margin $11K / home 4.0% All metrics presented are non - GAAP, see reconciliation in Appendix. Based on 1Q20 performance for 19 markets. Excludes ramping m arkets with fewer than 50 Resale Closes in 1Q20 The vast majority of our markets are CM positive 90% of markets are CM positive Note:
33 Adjacent services roadmap First proof point with title & escrow Quarter since launch 7,031 103 510 1,134 2,381 3,951 4,720 5,394 20% 40% 60% 80% 8,157 82.9% 75.9% 78.4% 75.8% 74.5% 57.8% 36.1% 21.6% 5.7% Title & escrow transactions (#) Attach rate (%) Attach rate based on total acquisition and Resale Closes in markets where Company title product is active, beginning 3Q17 Active adjacent services Contribution Margin / home based on Company forecasts assuming $250K home. To be launched category r efl ects Company estimates Established Target CM / home Title & Escrow $1,750 Recently launched Home Loans $5,000 Buy with Opendoor $5,000 List with Opendoor $3,750 To be launched Home warranty, upgrade & remodel, home insurance,
moving services $7,500 Demonstrated success in adding high margin services Note:
Ancillary Gross Margin Ancillary Gross Margin Vehicle Gross Margin Vehicle Gross Margin Expect ~50 / 50 long - term unit margin composition, similar to other “trade - in” business models 34
1Q20 Contribution Margin
Cost optimization
Additional services
Long - term target Contribution Margin $11K/home Phoenix (at scale) Contribution Margin presented is non - GAAP, see reconciliation in Appendix Carvana and AutoNation business mix based on public filings; AutoNation mix excludes parts and warranty services Cost optimization includes selling cost and holding cost improvements $6.6K/home $19K/home 0.6% 4.0% 2.4% $1.5K/home 7.0% Significant margin upside from additional services and cost optimization Note:
35 Adjusted EBITDA Margin
1Q20 (8.0%) (7.1%) (4.6%) (2.3%) Homes sold 2017 2018 2019
1Q20
Run Rate 3,127 7,470 18,799 19,632 2017 2018 2019
1Q20
Run Rate Revenue ($B) $0.7 $1.8 $4.7 $5.0 Rapid growth at scale and improving profitability Note: Adjusted EBITDA Margin is a non - GAAP metric, see reconciliation in Appendix 1Q20 run rates do not reflect the full impact of COVID - 19; see Summary Financials for full - year 2020 projections
2016 2018 2020 36 Scalable, efficient financing in place (1) As of June 30, 2020. Debt facilities restricted use for the purchase of homes (2) Advance rate and Senior debt cost as representative. Advance rate represents the combined senior and mezzanine advance on the pu rchase price of homes at time of acquisition (3) Interest rates presented are an approximate average, weighted by senior bank committed capacity (4) Adjusted Equity is a non - GAAP metric. As of June 30 2020, Adjusted Equity was equal to $539M in GAAP equity plus $191M in Conver tible Notes and Derivative Liabilities on an as converted basis (5) Cash includes Unrestricted Cash and Marketable Securities as of June 30, 2020 95% 97% 100% Pro forma equity capital ($M) $979 $1,709 $730 Opendoor Adjusted Equity (4) Expected net transaction proceeds Pro Forma Adjusted Equity $560 Cash Committed, non - recourse asset - backed facilities of $2.4B Proven ability to scale capacity and reduce costs Diversified and high quality lender base with staggered maturities • Increased advance rate from ~80% to ~100% • Decreased interest spread from ~650 to ~250 (1) ~80% L + ~250 L + ~350 ~90% ~100% L + ~650 Senior debt cost Advance rate (2) Attractive debt financing (3) Metrics as of June 30, 2020 are preliminary and subject to change (5) Note:
37 COVID - 19: Systems built to react quickly to changing market conditions 15,192 First offers sent (#) 7,362 Paused offers
Feb - 20
Jul - 20 $1,019 $172 Inventory ($M) De - risked balance sheet Adjusted Gross Margin (%) 7.1% >6.8% 5.6% Adjusted Gross Margin is a non - GAAP metric, see reconciliation in Appendix 2Q20 is preliminary and subject to change Maintained margins Note:
38 Projecting continued strong growth and path to profitability
2022P $2.5 $3.5 $6.2 $9.8 Revenue ($B) 2020P 2021P
2022P 2023P (5.7%) (5.4%) (2.0%) 0.1% Adjusted EBITDA Margin
2022P 3.0% 4.1% 4.7% 5.5% Contribution Margin ($M) $72 $142 $290 $539 Note: Contribution Margin and Adjusted EBITDA Margin are non - GAAP metrics, see reconciliation in Appendix
2017 2018 2019 2020P 2021P 2022P 2023P Homes Sold 3,127 7,470 18,799 9,673 13,458 24,030 37,689 % YoY Growth 113% 139% 152% (49%) 39% 79% 57% Total Revenue ($B) $0.7 $1.8 $4.7 $2.5 $3.5 $6.2 $9.8 % YoY Growth 109% 159% 158% (48%) 41% 79% 58% Adjusted Gross Profit ($M) $66 $146 $297 $172 $269 $521 $892 % Revenue 9.3% 7.9% 6.3% 7.0% 7.8% 8.4% 9.1% Contribution Margin ($M) $31 $65 $92 $72 $142 $290 $539 % Revenue 4.4% 3.5% 1.9% 3.0% 4.1% 4.7% 5.5% % YoY Growth - 107% 42% (21%) 97% 104% 86% Contribution Margin After Interest ($M) $24 $43 $27 $44 $116 $239 $458 % Revenue 3.4% 2.4% 0.6% 1.8% 3.3% 3.9% 4.7% % YoY Growth - 82% % (36)% 61% 161% 106% 92% Adjusted EBITDA ($M) ($57) ($131) ($218) ($141) ($185) ($123) $9 % Revenue (8.0%) (7.1%) (4.6%) (5.7%) (5.4%) (2.0%) 0.1% Adjusted Gross Profit, Contribution Margin, Contribution Margin After Interest and Adjusted EBITDA are non - GAAP metrics, see rec onciliation in Appendix for historical numbers 39 Summary financials Note:
(1) Assumes home sale price of $250K All metrics presented are non - GAAP, see reconciliation in Appendix 40 Metric 2018 2019 1Q20 Long - Term Target Key Drivers Total Contribution Margin 3.5% 1.9% 3.1% 7 - 9% ($20K/home) • Maturation of existing, launched markets • Continuing optimization of cost structure • Penetration of high margin services Contribution Margin After Interest 2.4% 0.6% 1.9% 6 - 8% ($17.5K/home) • Assumes 100bps of steady - state interest expense Adjusted EBITDA Margin (7.1%) (4.6%) (2.3%) 4 - 6% • Flow - through from improving contribution • Leverage on operations, marketing and fixed operating costs Long - term margin targets (1) (1) Note:
41 Investment summary Massive, fragmented market $1.6T Existing home sales <1% Online penetration Superior consumer experience T 70 Customer NPS 34% Real seller conversion Market leader with low cost platform 12x More efficient 40%+ Scale cost savings Rapid growth and scale $4.7B 2019 revenue 150%+ CAGR (2017 - 19) Strong unit economics 3.1% 1Q20 Contribution Margin 90% % of markets with +CM Significant upside via market and services expansion 100+ Market opportunity +3% Additional service margin
Transaction overview 43
44 Pro forma valuation Sources and uses IPOB illustrative share price $10.00 Pro forma shares outstanding (M) 630.7 Total equity value $6,307 Cash on balance sheet $1,539 Total enterprise value $4,768 Total Enterprise Value / Revenue 1.0x (based on 2019 Revenue of $4.7B) 0.5x (based on 2023 Revenue of $9.8B) ($M except per share values) Sources Cash from PIPE (including co - investment) $600 Cash from IPOB $414 Total sources $1,014 Uses Cash to balance sheet $979 Estimated transaction fees and expenses $35 Total uses $1,014 ($M) (1) Note: Transaction overview (2) (1) Total shares includes 500.0 million rollover equity shares (inclusive of existing management options and RSUs rolling over), 41. 4 million IPOB public shares, 60.0 million shares from PIPE, 10.4 million IPOB founder shares and 18.9 million bonus shares t o m anagement. Assumes no redemptions (2) Cash on balance sheet includes unrestricted cash and marketable securities of $560M as of June 30, 2020 plus $979M of pro cee ds from the transaction
45 Pro forma enterprise value of $4.8B $200M from affiliated entities, led by $100M from Chamath Palihapitiya, Founder and CEO of SCH, and $58M from Hedosophia, with the remainder invested by existing Opendoor shareholders, Access Industries and Lennar, along with Opendoor management Over $1.5B of pro forma cash held on balance sheet Completion of transaction is expected by 4Q20 Pro forma ownership (1) Total shares includes 500.0 million rollover equity shares (inclusive of existing management options and RSUs rolling over), 41. 4 million IPOB public shares, 60.0 million shares from PIPE, 10.4 million IPOB founder shares and 18.9 million bonus shares t o m anagement. Assumes no redemptions (2) 1.0% of the management bonus award will be allocated to the CEO, while the remainder will be allocated by the compensation co mm ittee of the combined company within normal planning cycle (i.e., within the next year). One - quarter of these awards will vest 1 - year after completion and the remainder of which will vest ratably over the following three years. (3) Excludes investment in PIPE 9.5% 6.6% 3.0% 1.6% PIPE IPOB shareholders IPOB sponsors Management awards (1) (2) (3) Note: Transaction overview (continued) 79.3% Existing Opendoor shareholders 100% rollover by existing Opendoor shareholders Top - tier institutional investors are investing an additional $400M including funds and accounts managed by BlackRock and Healthcare of Ontario Pension Plan (HOOPP) $600M PIPE raised at $10 / share consisting of:
Appendix 46
47 2017 2018 2019 1Q20 GAAP Gross Profit ($M) $66 $133 $301 $91 Adjustments: Net Impairment $0 $13 ($5) ($2) Adjusted Gross Profit $66 $146 $297 $89 Adjusted Gross Margin 9.3% 7.9% 6.3% 7.1% Direct Selling Costs ($26) ($62) ($149) ($37) Holding Costs on Sales ($9) ($19) ($55) ($14) Contribution Profit $31 $65 $92 $39 Contribution Margin 4.4% 3.5% 1.9% 3.1% Interest on Homes Sold ($7) ($21) ($65) ($15) Contribution Profit After Interest $24 $43 $27 $23 Contribution Margin After Interest 3.4% 2.4% 0.6% 1.9% Non - GAAP reconciliations Financials may not sum due to rounding Net Impairment reflects inventory valuation adjustments recorded during the period on homes remaining in inventory at period end net of inventory valuation adjustments recorded in prior periods related to homes sold in the period presented Note:
48 2017 2018 2019 4Q19 1Q20 GAAP Gross Profit ($M) $66 $133 $301 $74 $91 Adjustments: Net Impairment $0 $13 ($5) ($3) ($2) Adjusted Gross Profit $66 $146 $297 $71 $89 Adjusted Gross Margin 9.3% 7.9% 6.3% 5.6% 7.1% Non - GAAP reconciliations Financials may not sum due to rounding Net Impairment reflects inventory valuation adjustments recorded during the period on homes remaining in inventory at period end net of inventory valuation adjustments recorded in prior periods related to homes sold in the period presented Note:
49 2017 2018 2019 1Q20 GAAP Net Income ($M) ($85) ($240) ($339) ($62) Adjustments: Stock Based Compensation $4 $15 $13 $3 Warrant Expense $0 $18 ($6) $1 Net Impairment $0 $13 ($5) ($2) Intangibles Amortization Expense $0 $1 $3 $1 Restructuring $0 $0 $3 $1 Convertible Note Interest & Discount Amortization $0 $0 $4 $3 Other $0 $1 $0 $0 Adjusted Net Income ($81) ($192) ($327) ($56) Adjustments: Depreciation & Amortization $1 $5 $15 $5 Property Financing $16 $48 $84 $18 Other Interest and Amortization of Loan Costs $7 $12 $21 $7 Interest Income ($1) ($4) ($12) ($3) Taxes – $0 $0 $0 Adjusted EBITDA ($57) ($131) ($218) ($28) Adjusted EBITDA Margin (8.0%) (7.1%) (4.6%) (2.3%) Non - GAAP reconciliations Financials may not sum due to rounding Other reflects Other Income, Other Expense, and Gain/(Loss) on Mortgage Rate Lock Commitment Note:
Exhibit
99.3
SOCIAL CAPITAL HEDOSOPHIA II SEPTEMBER 2020 IPOB
2 GOALS
3 PARTNER WITH AN ICONIC TECHNOLOGY COMPANY
4 HELP THEM TRANSITION TO THE PUBLIC MARKETS
5 ENABLE THEM TO FUND LONG - TERM GROWTH
6 BUILD A LEGACY COMPANY
7 CONSUMPTION
8 OFFLINE CONSUMPTION HAS BECOME TOO CUMBERSOME FOR MOST PEOPLE
9 PEOPLE VALUE TIME, CONVENIENCE AND CONSISTENCY
10 THIS IS WHAT MODERN SOFTWARE EXCELS AT DELIVERING
11 THE RESULT IS THAT EVERYTHING IS MOVING ONLINE
12 BUYING CLOTHES BUYING GROCERIES BUYING CARS BUYING ANYTHING BUYING EVERYTHING
13 13
14 LEADERS IN THESE CATEGORIES HAVE TAILWINDS
15 LONG TERM GROWTH AND ADVANTAGES OF SCALE
16 ONE CATEGORY OF CONSUMPTION HAS STAYED THE SAME
17 REAL ESTATE
18 68% OF AMERICANS ARE HOMEOWNERS Note: Data sourced from U.S. Census Bureau.
19 5M HOMES ARE SOLD EVERY YEAR IN THE US Note: Data sourced from National Association of Realtors.
20 THE LARGEST , UNDISRUPTED MARKET IN THE US WORTH $1.6T ANNUALLY Note: Data sourced from U.S. Census Bureau and National Association of Realtors.
21 HIGHLY FRAGMENTED INCUMBENTS , LOW NPS AND 28% DO IT AS A PART - TIME JOB Note: Data sourced from U.S. Bureau of Labor Statistics, U.S. Census Bureau and National Association of Realtors.
22
23 IPOB +
24 TAILWINDS
25 LACK OF RESALE INVENTORY AND NEW HOME EXPANSION HAS CONSTRAINED SUPPLY
26 3.4x 9.4x 9.7x Median house price vs household income National Average New York San Francisco Note: Analysis based on US Census Bureau data; median value of owner - occupied housing units (2014 - 2018) and median household income ( 2014 - 2018, re - based to 2018 currency).
27 INCREASING STATE TAXES AND ELIMINATION OF SALT DEDUCTIONS ARE CREATING RELOCATION DECISIONS
CENTERS OF GRAVITY IN US ARE SHIFTING 28 Phoenix Dallas - Fort Worth Atlanta Raleigh - Durham Orlando San Jose San Francisco $1,050 0.6x $1,380 0.1x Los Angeles $582 (0.3x) Median Sales Price ($k) Population Growth (vs. National Average: 0.5%) New York Newark $440 (0.4x) $435 0.2x $313 4.0x $251 2.4x $296 3.7x $281 3.2x $315 3.5x Note: Population growth shown as a 3 - yr CAGR from 2016 - 2019. Analysis based on National Association of Realtors (NAR) data as of 2Q20 and US Census Bureau data from 2016 - 2019.
29 WORKING FROM HOME IS ACCELERATING RELOCATION DECISIONS
30 URBAN RESIDENTS NOW SEARCH MORE FOR SUBURBAN PROPERTIES, AN ALL TIME RECORD
31 75M MILLENIALS ARE STARTING TO ENTER THE HOUSING MARKET Source: Pew Research Center.
32 AND THEY HAVE BUYING POWER
33 $44,900 $69,000 $42,700 $77,600 1967 1972 1977 1982 1987 1992 1997 2002 2007 2012 2017 Ages 22-37 Ages 38-53 Ages 54-72 $85,800 $52,800 Median household income per age cohort Source: Pew Research Center.
34 AMERICANS ARE ON THE MOVE
35 OPENDOOR
36 PRODUCT BRINGS MACHINE LEARNING, USER EXPERIENCE AND OPERATIONS TOGETHER TO CREATE A SEAMLESS EXPERIENCE
37 OPENDOOR HAS ACHIEVED SIGNIFICANT SCALE IN JUST A FEW YEARS
38 2019 REVENUE OF $4.7B Note: Company data.
39 BUILDING A VIRTUOUS CYCLE WITH COMPOUNDING ADVANTAGES OF SCALE
40 COMPOUNDING ADVANTAGES MORE SALES & MORE PURCHASES MORE OFFERS BROADER GEOGRAPHICAL COVERAGE MORE DEMAND CHEAPER CAPITAL SCALED VALUE ADDED SERVICES
41 EXISTING PLAYBOOK AT 4% MARKETSHARE CREATES A COMPANY WITH $50B IN REVENUES
42 FIN
43 DISCLAIMER Confidentiality and Disclosures This presentation has been prepared for use by Social Capital Hedosophia Holdings Corp. II (“Social Capital”) and Opendoor Labs Inc. (“ Opendoor ”) in connection with their proposed business combination. This presentation is for information purposes only and is being provided to you solely in your capacity as a pot ent ial investor in considering an investment in Social Capital and may not be reproduced or redistributed, in whole or in part, without the prior written consent of Social Capital and Opendoor . Neither Social Capital nor Opendoor makes any representation or warranty as to the accuracy or completeness of the information contained in this presentation. This presentation is not intended to be all - incl usive or to contain all the information that a person may desire in considering an investment in Social Capital and is not intended to form the basis of any investment decision in Social Capita l. You should consult your own legal, regulatory, tax, business, financial and accounting advisors to the extent you deem necessary, and must make your own investment decision and perform your own indepen den t investigation and analysis of an investment in Social Capital and the transactions contemplated in this presentation. This presentation shall neither constitute an o ff er to sell or the solicitation of an o ff er to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the o ff er, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. Forward - Looking Statements Certain statements in this presentation may constitute “forward - looking statements” within the meaning of the federal securities laws. Forward - looking statements include, but are not limited to, statements regarding Social Capital’s or Opendoor’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projec ti ons, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward - looking statements. The w ords “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and si mil ar expressions may identify forward - looking statements, but the absence of these words does not mean that a statement is not forward - looking. Forward - looking statements are predictions, projections and o ther statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. You should carefully consider the risk s a nd uncertainties described in the “Risk Factors” section of Social Capital’s registration statement on Form S - 1, the proxy statement/prospectus on Form S - 4 relating to the business combination, which is ex pected to be filed by Social Capital with the Securities and Exchange Commission (the “SEC”) and other documents filed by Social Capital from time to time with the SEC. These filings identify and ad dress other important risks and uncertainties that could cause actual events and results to di ff er materially from those contained in the forward - looking statements. Forward - looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward - looking statements, and Social Capital and Opendoor assume no obligation and do not intend to update or revise these forward - looking statements, whether as a result of new information, future events, or otherwise. Neither Social Capital nor Opendoor gives any assurance that either Social Capital or Opendoor will achieve its expectations. Use of Projections The financial projections, estimates and targets in this presentation are forward - looking statements that are based on assumptio ns that are inherently subject to significant uncertainties and contingencies, many of which are beyond Social Capital’s and Opendoor’s control. While all financial projections, estimates and targets are necessarily speculative, Social Capital and Opendoor believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the furt her out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to di ff er materially from those contained in the financial projections, estimates and targets. The inclusion of financial projection s, estimates and targets in this presentation should not be regarded as an indication that Social Capital and Opendoor , or their representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events. Use of Data The data contained herein is derived from various internal and external sources. No representation is made as to the reasonab len ess of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance. Social Capital and Opendoor assume no obligation to update the information in this presentation. Further, these financials were prepared by the Company i n accordance with private Company AICPA standards. The Company is currently in the process of uplifting its financials to comply with public company and SEC requirements. Participants in Solicitation Social Capital and Opendoor and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of Social Capital’s shareholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regard ing the names and interests in the proposed business combination of Social Capital’s directors and officers in Social Capital’s filings with the Securities and Exchange Commission (the “SEC”), inc luding Social Capital’s registration statement on Form S - 1, which was originally filed with the SEC on February 28, 2020. To the extent that holdings of Social Capital’s securities have changed f rom the amounts reported in Social Capital’s registration statement on Form S - 1, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Social Capital’s shareholders in connection with the proposed business combina tio n is set forth in the proxy statement/prospectus on Form S - 4 for the proposed business combination, which is expected to be filed by Social Capital with the SEC. Investors and security holders of Social Capital and Opendoor are urged to read the proxy statement/prospectus and other relevant documents that will be filed with the SEC carefully and i n their entirety when they become available because they will contain important information about the proposed business combination. Inv estors and security holders will be able to obtain free copies of the proxy statement and other documents containing important information about Social Capital and Opendoor through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Social Capital can be obtained free of charge by directing a written request to Social Capita l Hedosophia Holdings Corp. II, 317 University Ave, Suite 200, Palo Alto, California 94301. 43