|
Cayman Islands*
(State or other jurisdiction of incorporation or organization) |
| |
7372
(Primary Standard Industrial Classification Code Number) |
| |
98-1515020
(I.R.S. Employer Identification Number) |
|
|
Howard L. Ellin, Esq.
Christopher M. Barlow, Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, NY 10001 (212) 375-3000 |
| |
Justin G. Hamill, Esq.
Rachel W. Sheridan, Esq. Shagufa R. Hossain, Esq. Latham & Watkins LLP 885 Third Avenue New York, NY 10022 (212) 906-1200 |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☒
|
|
| | | |
Emerging growth company
☒
|
|
| | |||||||||||||||||||
Title of each class of
securities to be registered |
| | |
Amount
to be registered(1) |
| | |
Proposed
maximum offering price per share security |
| | |
Proposed
maximum aggregate offering price |
| | |
Amount of
registration fee |
| |||
Units, each consisting of one share of common stock, $0.0001 par value, and one-third of one redeemable warrant(2)
|
| | | | | 6,987,395 | | | | |
$18.51(3)
|
| | |
$129,336,681.45(3)
|
| | |
$14,110.63
|
|
Common stock(4)(5)
|
| | | | | 6,987,395 | | | | |
—
|
| | |
—
|
| | |
— (6)
|
|
Redeemable warrants(5)(7)
|
| | | | | 2,329,131 | | | | |
—
|
| | |
—
|
| | |
—(6)
|
|
Common stock(5)(8)
|
| | | | | 34,412,605 | | | | |
$16.90(9)
|
| | |
$581,573,024.50 (9)
|
| | |
$63,449.62
|
|
Redeemable warrants(5)(10)
|
| | | | | 11,470,840 | | | | |
$5.16(11)
|
| | |
$59,189,534.40(11)
|
| | |
$6,457.58
|
|
Common stock(5)(12)
|
| | | | | 505,387,019 | | | | |
$16.90(9)
|
| | |
$8,541,040,621.10(9)
|
| | |
$931,827.53
|
|
Total | | | | |
|
|
| | | |
|
| | |
$9,311,139,861.45
|
| | |
$1,015,845.36
|
|
| | |
Page
|
| |||
| | | | iii | | | |
| | | | iv | | | |
| | | | v | | | |
| | | | ix | | | |
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Page
|
| |||
| | | | 261 | | | |
| | | | 262 | | | |
| | | | 263 | | | |
| | | | F-1 | | | |
|
| | | | A-1 | | |
|
| | | | B-1 | | |
|
| | | | C-1 | | |
|
| | | | D-1 | | |
|
| | | | E-1 | | |
|
| | | | F-1 | | |
|
| | | | G-1 | | |
|
| | | | H-1 | | |
|
| | | | I-1 | | |
|
| | | | J-1 | | |
| | | | II-1 | | |
| | |
Share Ownership in Opendoor Technologies
|
| |||||||||||||||||||||
| | |
No Additional Redemptions
|
| |
Additional Redemptions(1)
|
| ||||||||||||||||||
| | |
Number of
Shares |
| |
Percentage of
Outstanding Shares |
| |
Number of
Shares |
| |
Percentage of
Outstanding Shares |
| ||||||||||||
Opendoor Stockholders(2)
|
| | | | 503,980,000 | | | | | | 82.4% | | | | | | 503,980,000 | | | | | | 88.4% | | |
SCH’s public shareholders
|
| | | | 41,400,000 | | | | | | 6.8% | | | | | | — | | | | | | 0.0% | | |
Sponsor & related parties(3)
|
| | | | 26,375,000 | | | | | | 4.3% | | | | | | 26,375,000 | | | | | | 4.6% | | |
Third Party PIPE Investors
|
| | | | 40,000,000 | | | | | | 6.5% | | | | | | 40,000,000 | | | | | | 7.0% | | |
Total
|
| | | | 611,755,000 | | | | | | 100.0% | | | | | | 570,355,000 | | | | | | 100.0% | | |
| | |
Cayman Constitutional Documents
|
| |
Proposed Organizational Documents
|
|
Authorized Shares
(Organizational Documents Proposal A) |
| | The Cayman Constitutional Documents authorize 555,000,000 shares, consisting of 500,000,000 SCH Class A ordinary shares, 50,000,000 SCH Class B ordinary shares and 5,000,000 preferred shares. | | | The Proposed Organizational Documents authorize shares, consisting of shares of Opendoor Technologies common stock and shares of Opendoor Technologies preferred stock. | |
| | | See paragraph 5 of the Existing Memorandum. | | | See Article Fourth of the Proposed Certificate of Incorporation. | |
Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent (Organizational Documents Proposal B) | | | The Cayman Constitutional Documents authorize the issuance of 5,000,000 preferred shares with such designation, rights and preferences as may be determined from time to time by SCH’s board of directors. Accordingly, SCH’s board of directors is empowered under the Cayman Constitutional Documents, without shareholder approval, to issue preferred shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares (except to the extent it may affect the ability of SCH to carry out a conversion of SCH Class B ordinary shares on the Closing Date, as contemplated by the Existing Articles). | | | The Proposed Organizational Documents authorize the Board to issue all or any shares of preferred stock in one or more series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as the Board may determine. | |
| | | See paragraph 5 of the Existing Memorandum and Articles 3 and 17 of the Existing Articles. | | | See Article Fifth, subsection (B) of the Proposed Certificate of Incorporation. | |
Classified Board (Organizational Documents Proposal C) | | | The Cayman Constitutional Documents provide that SCH’s board of directors shall be composed of one class. | | | The Proposed Organizational Documents provide that the Opendoor Technologies Board be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. | |
| | |
See Article 29 of the Existing Articles.
|
| | See Article Sixth of the Proposed Certificate of Incorporation. | |
Corporate Name
(Organizational Documents Proposal D) |
| | The Cayman Constitutional Documents provide the name of the company is “Social Capital Hedosophia Holdings Corp. II”. | | | The Proposed Organizational Documents provide that the name of the corporation will be “Opendoor Technologies Inc.” | |
| | | See paragraph 1 of the Existing Memorandum. | | | See Article First of the Proposed Certificate of Incorporation. | |
| | |
Cayman Constitutional Documents
|
| |
Proposed Organizational Documents
|
|
Perpetual Existence
(Organizational Documents Proposal D) |
| | The Cayman Constitutional Documents provide that if SCH does not consummate a business combination (as defined in the Cayman Constitutional Documents) by April 30, 2022, SCH will cease all operations except for the purposes of winding up and will redeem the public shares and liquidate SCH’s trust account. | | | The Proposed Organizational Documents do not include any provisions relating to Opendoor Technologies’ ongoing existence; the default under the DGCL will make Opendoor Technologies’ existence perpetual. | |
| | | See Article 49 of the Cayman Constitutional Documents. | | | Default rule under the DGCL. | |
Exclusive Forum
(Organizational Documents Proposal D) |
| | The Cayman Constitutional Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation. | | | The Proposed Organizational Documents adopt Delaware as the exclusive forum for certain stockholder litigation. | |
| | | | | | See Article Twelfth of the Proposed Certificate of Incorporation. | |
Takeovers by Interested
Stockholders (Organizational Documents Proposal D) |
| | The Cayman Constitutional Documents do not provide restrictions on takeovers of SCH by a related shareholder following a business combination. | | | The Proposed Organizational Documents will have Opendoor Technologies elect not to be governed by Section 203 of the DGCL relating to takeovers by interested stockholders but will provide other restrictions regarding takeovers by interested stockholders. | |
| | | | | | See Article Tenth of the Proposed Certificate of Incorporation. | |
Provisions Related to Status as Blank Check Company (Organizational Documents Proposal D) | | | The Cayman Constitutional Documents include various provisions related to SCH’s status as a blank check company prior to the consummation of a business combination. | | | The Proposed Organizational Documents do not include such provisions related to SCH’s status as a blank check company, which no longer will apply upon consummation of the Merger, as SCH will cease to be a blank check company at such time. | |
| | | See Article 49 of the Cayman Constitutional Documents. | | | | |
| | |
Share Ownership in Opendoor Technologies
|
| |||||||||||||||||||||
| | |
No Additional Redemptions
|
| |
Additional Redemptions(1)
|
| ||||||||||||||||||
| | |
Number of
Shares |
| |
Percentage of
Outstanding Shares |
| |
Number of
Shares |
| |
Percentage of
Outstanding Shares |
| ||||||||||||
Opendoor Stockholders(2)
|
| | | | 503,980,000 | | | | | | 82.4% | | | | | | 503,980,000 | | | | | | 88.4% | | |
SCH’s public shareholders
|
| | | | 41,400,000 | | | | | | 6.8% | | | | | | — | | | | | | 0.0% | | |
Sponsor & related parties(3)
|
| | | | 26,375,000 | | | | | | 4.3% | | | | | | 26,375,000 | | | | | | 4.6% | | |
Third Party PIPE Investors
|
| | | | 40,000,000 | | | | | | 6.5% | | | | | | 40,000,000 | | | | | | 7.0% | | |
Total
|
| | | | 611,755,000 | | | | | | 100.0% | | | | | | 570,355,000 | | | | | | 100.0% | | |
Sources
|
| |
Uses
|
| ||||||||||||
($ in millions)
|
| | | | | | | | | | | | | | | |
Cash and investments held in trust account(1)
|
| | | $ | 414 | | | |
Cash to balance sheet
|
| | | $ | 979 | | |
PIPE Investment(2)
|
| | | | 600 | | | |
Transaction expenses(3)
|
| | | | 35 | | |
Total sources
|
| | | $ | 1,014 | | | |
Total uses
|
| | | $ | 1,014 | | |
Statement of Operations Data
|
| |
For The Six Months
Ended June 30, 2020 |
| |
For the Period
Between October 18, 2019 to December 31, 2019 |
| ||||||
Revenue
|
| | | $ | — | | | | | $ | — | | |
Formation and operating costs
|
| | | | (303,819) | | | | | | (21,631) | | |
Loss from operations
|
| | | | (303,819) | | | | | | (21,631) | | |
Other income: | | | | | | | | | | | | | |
Interest income
|
| | | | 25,917 | | | | | | — | | |
Net income/(loss)
|
| | | $ | (277,902) | | | | | $ | (21,631) | | |
Weighted average shares basic outstanding and diluted
|
| | | | 9,066,530 | | | | | | 1 | | |
Basic and diluted net loss per ordinary share `
|
| | | | (0.03) | | | | | | — | | |
Balance Sheet Data
|
| |
June 30, 2020
|
| |
December 31, 2019
|
| ||||||
Total assets
|
| | | $ | 415,355,733 | | | | | $ | 52,673 | | |
Total liabilities
|
| | | | 14,626,824 | | | | | | 74,304 | | |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,829,587 and none issued and outstanding (excluding 39,570,413 and no shares subject to possible redemption) at June 30, 2020 and December 31, 2019, respectively
|
| | | | 183 | | | | | | — | | |
Total shareholders’ equity
|
| | | | 5,000,007 | | | | | | (21,631) | | |
Statement of
Operations Data |
| |
For The Six
Months Ended June 30, 2020 |
| |
For The Six
Months Ended June 30, 2019 |
| |
For The
Year Ended December 31, 2019 |
| |
For The
Year Ended December 31, 2018 |
| |
For The
Year Ended December 31, 2017 |
| |
For The
Year Ended December 31, 2016 |
| |
For The
Year Ended December 31, 2015 |
| |||||||||||||||||||||
(in thousands, except per share data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
Revenue:
|
| | | $ | 1,995,622 | | | | | $ | 2,274,284 | | | | | $ | 4,740,583 | | | | | $ | 1,838,066 | | | | | $ | 711,066 | | | | | $ | 338,742 | | | | | $ | 53,479 | | |
Cost of revenue
|
| | | | 1,850,001 | | | | | | 2,124,155 | | | | | | 4,439,333 | | | | | | 1,704,638 | | | | | | 644,719 | | | | | | 321,934 | | | | | | 53,214 | | |
Gross profit
|
| | | | 145,621 | | | | | | 150,129 | | | | | | 301,250 | | | | | | 133,428 | | | | | | 66,347 | | | | | | 16,808 | | | | | | 265 | | |
Operating expenses
|
| | | | (220,485) | | | | | | (266,833) | | | | | | (549,084) | | | | | | (297,100) | | | | | | (127,989) | | | | | | (50,214) | | | | | | (10,951) | | |
Net operating loss
|
| | | | (74,864) | | | | | | (116,704) | | | | | | (247,834) | | | | | | (163,672) | | | | | | (61,642) | | | | | | (33,406) | | | | | | (10,686) | | |
Interest expense
|
| | | | (45,017) | | | | | | (50,588) | | | | | | (109,728) | | | | | | (60,456) | | | | | | (23,342) | | | | | | (10,792) | | | | | | (1,298) | | |
Other income / (expense) – Net
|
| | | | 1,965 | | | | | | 9,807 | | | | | | 18,644 | | | | | | (15,424) | | | | | | 217 | | | | | | (2,094) | | | | | | (3,090) | | |
Loss before income taxes
|
| | | | (117,916) | | | | | | (157,485) | | | | | | (338,918) | | | | | | (239,552) | | | | | | (84,767) | | | | | | (46,292) | | | | | | (15,074) | | |
Income tax expense
|
| | | | (199) | | | | | | (227) | | | | | | (252) | | | | | | (377) | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | (118,115) | | | | | | (157,712) | | | | | | (339,170) | | | | | | (239,929) | | | | | | (84,767) | | | | | | (46,292) | | | | | | (15,074) | | |
Less net income attributable to noncontrolling interests
|
| | | | — | | | | | | 1,217 | | | | | | 1,847 | | | | | | 1,362 | | | | | | 62 | | | | | | — | | | | | | — | | |
Net loss attributable to
Opendoor Labs Inc. |
| | | | (118,115) | | | | | | (158,929) | | | | | | (341,017) | | | | | | (241,291) | | | | | | (84,829) | | | | | | (46,292) | | | | | | (15,074) | | |
Weighted average shares
outstanding basic |
| | | | 52,121 | | | | | | 48,312 | | | | | | 49,444 | | | | | | 48,570 | | | | | | 39,930 | | | | | | N/M(1) | | | | | | N/M(1) | | |
Weighted average shares
outstanding diluted |
| | | | 52,121 | | | | | | 48,312 | | | | | | 49,444 | | | | | | 48,570 | | | | | | 39,930 | | | | | | N/M(1) | | | | | | N/M(1) | | |
Basic net loss per ordinary share
|
| | | $ | (2.27) | | | | | $ | (3.29) | | | | | $ | (6.90) | | | | | $ | (5.12) | | | | | $ | (2.12) | | | | | | N/M(1) | | | | | | N/M(1) | | |
Diluted net loss per ordinary share
|
| | | $ | (2.27) | | | | | $ | (3.41) | | | | | $ | (7.06) | | | | | $ | (5.12) | | | | | $ | (2.12) | | | | | | N/M(1) | | | | | | N/M(1) | | |
Combined Statements of
Cash Flow Data |
| |
For The Six
Months Ended June 30, 2020 |
| |
For The Six
Months Ended June 30, 2019 |
| |
For The
Year Ended December 31, 2019 |
| |
For The
Year Ended December 31, 2018 |
| |
For The
Year Ended December 31, 2017 |
| |
For The
Year Ended December 31, 2016 |
| |
For The
Year Ended December 31, 2015 |
| |||||||||||||||||||||
(in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating activities
|
| | | $ | 950,347 | | | | | $ | (76,690) | | | | | $ | (272,050) | | | | | $ | (1,179,637) | | | | | $ | (218,553) | | | | | $ | (197,359) | | | | | $ | (78,538) | | |
Investing activities
|
| | | | (68,920) | | | | | | (41,768) | | | | | | (95,078) | | | | | | (7,432) | | | | | | (29,942) | | | | | | (1,026) | | | | | | (412) | | |
Financing activities
|
| | | | (900,544) | | | | | | 287,948 | | | | | | 646,179 | | | | | | 1,496,494 | | | | | | 161,177 | | | | | | 334,255 | | | | | | 119,712 | | |
Balance Sheet Data
|
| |
June 30, 2020
|
| |
June 30, 2019
|
| |
December 31,
2019 |
| |
December 31,
2018 |
| |
December 31,
2017 |
| |
December 31,
2016 |
| |
December 31,
2015 |
| |||||||||||||||||||||
(in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | | $ | 1,242,866 | | | | | | N/A | | | | | $ | 2,231,684 | | | | | $ | 1,842,295 | | | | | $ | 514,406 | | | | | $ | 423,249 | | | | | $ | 118,607 | | |
Total current liabilities
|
| | | | 282,022 | | | | | | N/A | | | | | | 1,126,382 | | | | | | 1,068,191 | | | | | | 224,755 | | | | | | 113,999 | | | | | | 23,614 | | |
Total liabilities
|
| | | | 704,883 | | | | | | N/A | | | | | | 1,583,285 | | | | | | 1,191,797 | | | | | | 330,960 | | | | | | 164,368 | | | | | | 28,250 | | |
Working capital
|
| | | | 789,037 | | | | | | N/A | | | | | | 961,262 | | | | | | 739,980 | | | | | | 285,944 | | | | | | 307,395 | | | | | | 93,430 | | |
Total temporary equity
|
| | | | 1,381,502 | | | | | | N/A | | | | | | 1,381,502 | | | | | | 1,063,864 | | | | | | 334,076 | | | | | | 315,855 | | | | | | 107,050 | | |
Total shareholders’
deficit |
| | | | (843,519) | | | | | | N/A | | | | | | (733,103) | | | | | | (413,366) | | | | | | (150,630) | | | | | | (56,974) | | | | | | (16,693) | | |
(in thousands, except per share data)
|
| |
Pro Forma Combined
(Assuming No Redemption) |
| |
Pro Forma Combined
(Assuming Maximum Redemption) |
| ||||||
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data Six Months Ended June 30, 2020
|
| | | | | | | | | | | | |
Revenue
|
| | | $ | 1,995,622 | | | | | $ | 1,995,622 | | |
Net loss per share – basic and diluted
|
| | | $ | (0.21) | | | | | $ | (0.23) | | |
Weighted-average shares outstanding – basic and diluted
|
| | | | 538,244 | | | | | | 496,844 | | |
Statement of Operations Data Year Ended December 31, 2019 | | | | | | | | | | | | | |
Revenue
|
| | | $ | 4,740,583 | | | | | $ | 4,740,583 | | |
Net loss per share – basic and diluted
|
| | | $ | (0.64) | | | | | $ | (0.69) | | |
Weighted-average shares outstanding – basic and diluted
|
| | | | 538,244 | | | | | | 496,844 | | |
Summary Unaudited Pro Forma Condensed Combined Balance Sheet
Data as of June 30, 2020 |
| | | | | | | | | | | | |
Total assets
|
| | | $ | 2,223,135 | | | | | $ | 1,809,109 | | |
Total liabilities
|
| | | $ | 512,246 | | | | | $ | 512,246 | | |
Total shareholders’ equity
|
| | | $ | 1,710,889 | | | | | $ | 1,296,863 | | |
| | | | | | | | | | | | | | |
Combined Pro Forma
|
| |
Opendoor Equivalent
Per Share Pro Forma(2) |
| ||||||||||||||||||
| | | | | | | | | | | | | | |
Pro Forma
Combined (Assuming No Redemption) |
| |
Pro Forma
Combined (Assuming Maximum Redemption) |
| ||||||||||||||||||
| | |
Opendoor
(Historical) |
| |
SCH
(Historical) |
| |
Assuming No
Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||||||||||||||||||||
As of and for the Six months ended June 30, 2020
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Book Value per share(1)
|
| | | $ | (0.02) | | | | | $ | 0.55 | | | | | $ | 3.18 | | | | | $ | 2.61 | | | | | $ | 5.10 | | | | | $ | 4.19 | | |
Weighted average shares outstanding – basic
|
| | | | 52,120,603 | | | | | | 9,066,530 | | | | | | 538,243,751 | | | | | | 496,843,751 | | | | | | 426,488,751 | | | | | | 426,488,751 | | |
Weighted average shares outstanding – diluted
|
| | | | 52,120,603 | | | | | | 9,066,530 | | | | | | 538,243,751 | | | | | | 496,843,751 | | | | | | 426,488,751 | | | | | | 426,488,751 | | |
Basic net loss per share
|
| | | $ | (2.27) | | | | | $ | (0.03) | | | | | $ | (0.21) | | | | | $ | (0.23) | | | | | $ | (0.33) | | | | | $ | (0.36) | | |
Diluted net loss per share
|
| | | $ | (2.27) | | | | | $ | (0.03) | | | | | $ | (0.21) | | | | | $ | (0.23) | | | | | $ | (0.33) | | | | | $ | (0.36) | | |
As of and for the Year ended December 31, 2019
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding – basic
|
| | | | 49,444,127 | | | | | | 1 | | | | | | 538,243,751 | | | | | | 496,843,751 | | | | | | 426,488,751 | | | | | | 426,488,751 | | |
Weighted average shares outstanding – diluted
|
| | | | 49,444,127 | | | | | | 1 | | | | | | 538,243,751 | | | | | | 496,843,751 | | | | | | 426,488,751 | | | | | | 426,488,751 | | |
Basic net loss per share
|
| | | $ | (6.90) | | | | | $ | — | | | | | $ | (0.64) | | | | | $ | (0.69) | | | | | $ | (1.02) | | | | | $ | (1.11) | | |
Diluted net loss per share
|
| | | $ | (7.06) | | | | | $ | — | | | | | $ | (0.64) | | | | | $ | (0.69) | | | | | $ | (1.02) | | | | | $ | (1.11) | | |
($ in millions)
|
| |
2020E
|
| |
2021E
|
| |
2022E
|
| |
2023E
|
| ||||||||||||
Total Revenue
|
| | | $ | 2,455 | | | | | $ | 3,456 | | | | | $ | 6,183 | | | | | $ | 9,767 | | |
Adjusted Gross Profit(1)
|
| | | | 172 | | | | | | 269 | | | | | | 521 | | | | | | 892 | | |
Adjusted EBITDA(2)
|
| | | | (141) | | | | | | (185) | | | | | | (123) | | | | | | 9 | | |
| | | |
The Cayman Constitutional Documents
|
| |
The Proposed Organizational Documents
|
|
|
Authorized Shares (Organizational Documents Proposal A)
|
| |
The Cayman Constitutional Documents authorize 555,000,000 shares, consisting of 500,000,000 SCH Class A ordinary shares, 50,000,000 SCH Class B ordinary shares and 5,000,000 preferred shares.
|
| |
The Proposed Organizational Documents authorize shares, consisting of shares of Opendoor Technologies common stock and shares of Opendoor Technologies preferred stock.
|
|
| | | |
See paragraph 5 of the Existing Memorandum.
|
| |
See Article Fourth of the Proposed Certificate of Incorporation.
|
|
|
Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent (Organizational Documents
Proposal B) |
| |
The Cayman Constitutional Documents authorize the issuance of 5,000,000 preferred shares with such designation, rights and preferences as may be determined from time to time by SCH’s board of directors. Accordingly, SCH’s board of directors is empowered under the Cayman Constitutional Documents, without shareholder approval, to issue preferred shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares (except to the extent it may affect the ability of SCH to carry out a conversion of SCH Class B ordinary shares
|
| |
The Proposed Organizational Documents authorize the Board to issue all or any shares of preferred stock in one or more series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as the Board may determine.
|
|
Name and Position
|
| |
Dollar Value
($) |
| |
Number of RSUs
(#) |
| ||||||
Eric Wu
|
| |
|
| |
|
| ||||||
President and Chief Executive Officer | | | | | | | | | | | | | |
Gautam Gupta
|
| | | | — | | | | | | — | | |
Strategic Advisor and former Chief Financial Officer and Chief Operating Officer | | | | | | | | | | | | | |
Jason Child
|
| | | | — | | | | | | — | | |
Former Chief Financial Officer | | | | | | | | | | | | | |
Julie Todaro
|
| | | | — | | | | | | — | | |
President of Homes and Services | | | | | | | | | | | | | |
Tom Willerer
|
| | | | — | | | | | | — | | |
Chief Product Officer | | | | | | | | | | | | | |
Ian Wong
|
| | | | — | | | | | | — | | |
Chief Technology Officer | | | | | | | | | | | | | |
Executive Group
|
| |
|
| |
|
| ||||||
Non-Executive Director Group
|
| | | | — | | | | | | — | | |
Non-Executive Officer Employee Group
|
| | | | — | | | | | | — | | |
| | |
Assuming
No Redemption (Shares) |
| |
%
|
| |
Assuming
Maximum Redemptions (Shares) |
| |
%
|
| ||||||||||||
Opendoor stockholders(1)
|
| | | | 503,980,000 | | | | | | 82.4% | | | | | | 503,980,000 | | | | | | 88.4% | | |
SCH’s public shareholders
|
| | | | 41,400,000 | | | | | | 6.8% | | | | | | — | | | | | | 0.0% | | |
Sponsor & related parties(2)
|
| | | | 26,375,000 | | | | | | 4.3% | | | | | | 26,375,000 | | | | | | 4.6% | | |
Third Party PIPE Investors
|
| | | | 40,000,000 | | | | | | 6.5% | | | | | | 40,000,000 | | | | | | 7.0% | | |
Pro Forma Common Stock at Closing
|
| | | | 611,755,000 | | | | | | 100.0% | | | | | | 570,355,000 | | | | | | 100.0% | | |
| | |
As of
June 30, 2020 |
| | | | | | | | | | | | | | | | | | | | | | | | | |
As of
June 30, 2020 |
| | | | | | | | | | |
As of
June 30, 2020 |
| |||||||||||||||
(in thousands)
|
| |
Opendoor
(Historical) |
| |
SCH
(Historical) |
| |
Reclassification
Adjustments (Note 2) |
| |
Conversion
of Notes and Warrants |
| | | | |
Pro Forma
Adjustments (Assuming No Redemption) |
| | | | |
Pro Forma
Combined (Assuming No Redemption) |
| |
Pro Forma
Combined (Assuming Maximum Redemption) |
| | | | |
Pro Forma
Adjustments (Assuming Maximum Redemption) |
| ||||||||||||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 458,058 | | | | | $ | — | | | | | $ | 988 | | | | | $ | — | | | | | | | | $ | 414,026 | | | |
C
|
| | | $ | 1,437,985 | | | | | $ | (414,026) | | | |
L
|
| | | $ | 1,023,959 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 600,050 | | | |
D
|
| | | | — | | | | | | — | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (14,490) | | | |
E
|
| | | | — | | | | | | — | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (20,510) | | | |
F
|
| | | | — | | | | | | — | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (137) | | | |
G
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Cash
|
| | | | — | | | | | | 988 | | | | | | (988) | | | | | | — | | | | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Restricted cash
|
| | | | 207,647 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 207,647 | | | | | | — | | | | | | | | | 207,647 | | |
Prepaid expenses
|
| | | | — | | | | | | 342 | | | | | | (342) | | | | | | — | | | | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Marketable securities
|
| | | | 102,056 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 102,056 | | | | | | — | | | | | | | | | 102,056 | | |
Mortgage loans held for sale pledged under agreements to repurchase
|
| | | | 11,185 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 11,185 | | | | | | — | | | | | | | | | 11,185 | | |
Real estate inventory, net
|
| | | | 263,709 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 263,709 | | | | | | — | | | | | | | | | 263,709 | | |
Escrow receivable
|
| | | | 9,704 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 9,704 | | | | | | — | | | | | | | | | 9,704 | | |
Other current assets
|
| | | | 18,700 | | | | | | — | | | | | | 342 | | | | | | — | | | | | | | | | — | | | | | | | | | 19,042 | | | | | | — | | | | | | | | | 19,042 | | |
Total current assets
|
| | | | 1,071,059 | | | | | | 1,330 | | | | | | — | | | | | | — | | | | | | | | | 978,939 | | | | | | | | | 2,051,328 | | | | | | (414,026) | | | | | | | | | 1,637,302 | | |
Cash and Marketable securities held in trust account
|
| | | | — | | | | | | 414,026 | | | | | | — | | | | | | — | | | | | | | | | (414,026) | | | |
C
|
| | | | — | | | | | | — | | | |
—
|
| | | | — | | |
Property and equipment, net
|
| | | | 33,939 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 33,939 | | | | | | — | | | | | | | | | 33,939 | | |
Right of use asset
|
| | | | 92,073 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 92,073 | | | | | | — | | | | | | | | | 92,073 | | |
Goodwill
|
| | | | 30,945 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 30,945 | | | | | | — | | | | | | | | | 30,945 | | |
Intangibles
|
| | | | 10,263 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 10,263 | | | | | | — | | | | | | | | | 10,263 | | |
Other assets
|
| | | | 4,587 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 4,587 | | | | | | — | | | | | | | | | 4,587 | | |
TOTAL ASSETS
|
| | | | 1,242,866 | | | | | | 415,356 | | | | | | — | | | | | | — | | | | | | | | | 564,913 | | | | | | | | | 2,223,135 | | | | | | (414,026) | | | | | | | | | 1,809,109 | | |
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable and other accrued liabilities
|
| | | | 18,445 | | | | | | — | | | | | | 137 | | | | | | (642) | | | |
A
|
| | | | (137) | | | |
G
|
| | | | 17,803 | | | | | | — | | | | | | | | | 17,803 | | |
Accrued expenses
|
| | | | — | | | | | | 119 | | | | | | (119) | | | | | | — | | | |
—
|
| | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Accrued offering costs
|
| | | | — | | | | | | 18 | | | | | | (18) | | | | | | — | | | |
—
|
| | | | — | | | |
—
|
| | | | — | | | | | | — | | | |
—
|
| | | | — | | |
Credit facilities, current portion
|
| | | | 248,869 | | | | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | — | | | | | | | | | 248,869 | | | | | | — | | | | | | | | | 248,869 | | |
Interest payable
|
| | | | 1,205 | | | | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | — | | | |
—
|
| | | | 1,205 | | | | | | — | | | | | | | | | 1,205 | | |
Lease liabilities, current portion
|
| | | | 13,503 | | | | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | — | | | | | | | | | 13,503 | | | | | | — | | | | | | | | | 13,503 | | |
Total current liabilities
|
| | | | 282,022 | | | | | | 137 | | | | | | — | | | | | | (642) | | | | | | | | | (137) | | | | | | | | | 281,380 | | | | | | — | | | | | | | | | 281,380 | | |
Deferred underwriting fee
payable |
| | | | — | | | | | | 14,490 | | | | | | — | | | | | | — | | | |
E
|
| | | | (14,490) | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Credit facilities, net of current portion
|
| | | | 148,795 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 148,795 | | | | | | | | | | | | | | | 148,795 | | |
Convertible notes
|
| | | | 145,512 | | | | | | — | | | | | | — | | | | | | (145,512) | | | |
B
|
| | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Derivative and warrant
liabilities |
| | | | 46,483 | | | | | | — | | | | | | — | | | | | | (4,786) | | | |
A
|
| | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | — | | | | | | (41,697) | | | |
B
|
| | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Lease liabilities, net of current portion
|
| | | | 81,952 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 81,952 | | | | | | — | | | | | | | | | 81,952 | | |
Other long-term liabilities
|
| | | | 119 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 119 | | | | | | — | | | | | | | | | 119 | | |
Total liabilities
|
| | | | 704,883 | | | | | | 14,627 | | | | | | — | | | | | | (192,637) | | | | | | | | | (14,627) | | | | | | | | | 512,246 | | | | | | | | | | | | | | | 512,246 | | |
|
| | |
For the Six Months Ended
June 30, 2020 |
| |
Pro Forma
Adjustments (Assuming No and Maximum Redemption) |
| | | | |
For the Six
Months Ended June 30, 2020 |
| |||||||||||||||
(in thousands, except per share data)
|
| |
Opendoor
(Historical) |
| |
SCH
(Historical) |
| | | | |
Pro Forma
Combined (Assuming No and Maximum Redemption) |
| |||||||||||||||
Revenue
|
| | | $ | 1,995,622 | | | | | | — | | | | | | — | | | | | | | | $ | 1,995,622 | | |
Cost of revenue
|
| | | | 1,850,001 | | | | | | — | | | | | | — | | | | | | | | | 1,850,001 | | |
Gross profit
|
| | | | 145,621 | | | | | | — | | | | | | — | | | | | | | | | 145,621 | | |
Operating costs and expenses:
|
| | | | | | | | | | | | | | | | — | | | | | | | | | — | | |
Formation and operating costs
|
| | | | — | | | | | | (304) | | | | | | — | | | | | | | | | (304) | | |
Sales, marketing and operations
|
| | | | (128,954) | | | | | | — | | | | | | — | | | | | | | | | (128,954) | | |
General and administrative
|
| | | | (58,906) | | | | | | — | | | | | | — | | | | | | | | | (58,906) | | |
Technology and development
|
| | | | (32,625) | | | | | | — | | | | | | — | | | | | | | | | (32,625) | | |
Total operating costs and expenses
|
| | | | (220,485) | | | | | | (304) | | | | | | — | | | | | | | | | (220,789) | | |
Net operating loss
|
| | | | (74,864) | | | | | | (304) | | | | | | — | | | | | | | | | (75,168) | | |
Warrant fair value adjustment
|
| | | | (890) | | | | | | — | | | | | | 890 | | | |
AA
|
| | | | — | | |
Interest expense
|
| | | | (45,017) | | | | | | — | | | | | | 5,333 | | | |
BB
|
| | | | (39,684) | | |
Interest income
|
| | | | — | | | | | | 26 | | | | | | (26) | | | |
CC
|
| | | | — | | |
Other income, net
|
| | | | 2,855 | | | | | | — | | | | | | — | | | | | | | | | 2,855 | | |
Loss before income taxes
|
| | | | (117,916) | | | | | | (278) | | | | | | 6,197 | | | | | | | | | (111,997) | | |
Income tax expense
|
| | | | (199) | | | | | | — | | | | | | — | | | |
DD
|
| | | | (199) | | |
Net loss
|
| | | | (118,115) | | | | | | (278) | | | | | | 6,197 | | | | | | | | | (112,196) | | |
|
| | | | | | | | | | | | | | |
Assuming No
Redemptions |
| | | | |
Assuming
Maximum Redemptions |
| ||||||
Weighted average shares outstanding of common stock – basic
|
| | | | 52,121 | | | | | | 9,067 | | | | | | 538,244 | | | | | | | | | 496,844 | | |
Weighted average shares outstanding of common stock – diluted
|
| | | | 52,121 | | | | | | 9,067 | | | | | | 538,244 | | | | | | | | | 496,844 | | |
Basic net income (loss) per share
|
| | | $ | (2.27) | | | | | $ | (0.03) | | | | | $ | (0.21) | | | | | | | | $ | (0.23) | | |
Diluted net income (loss) per share
|
| | | $ | (2.27) | | | | | $ | (0.03) | | | | | $ | (0.21) | | | | | | | | $ | (0.23) | | |
| | |
For the Year ended
December 31, 2019 |
| |
Pro Forma
Adjustments (Assuming No and Maximum Redemption) |
| | | | |
For the Year
ended December 31, 2019 |
| |||||||||||||||
(in thousands, except per share data)
|
| |
Opendoor
(Historical) |
| |
SCH
(Historical) |
| | | | |
Pro Forma
Combined (Assuming No and Maximum Redemption) |
| |||||||||||||||
Revenue
|
| | | $ | 4,740,583 | | | | | | — | | | | | | — | | | | | | | | | 4,740,583 | | |
Cost of revenue
|
| | | | 4,439,333 | | | | | | — | | | | | | — | | | | | | | | | 4,439,333 | | |
Gross profit
|
| | | | 301,250 | | | | | | — | | | | | | — | | | | | | | | | 301,250 | | |
Operating costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Formation and operating costs
|
| | | | — | | | | | | (22) | | | | | | — | | | | | | | | | (22) | | |
Sales, marketing and operations
|
| | | | (384,416) | | | | | | — | | | | | | — | | | | | | | | | (384,416) | | |
General and administrative
|
| | | | (113,446) | | | | | | — | | | | | | — | | | | | | | | | (113,446) | | |
Technology and development
|
| | | | (51,222) | | | | | | — | | | | | | — | | | | | | | | | (51,222) | | |
Total operating costs and expenses
|
| | | | (549,084) | | | | | | (22) | | | | | | — | | | | | | | | | (549,106) | | |
Net operating loss
|
| | | | (247,834) | | | | | | (22) | | | | | | — | | | | | | | | | (247,856) | | |
Warrant fair value adjustment
|
| | | | 6,243 | | | | | | — | | | | | | (6,243) | | | |
AA
|
| | | | — | | |
Interest expense
|
| | | | (109,728) | | | | | | — | | | | | | 4,123 | | | |
BB
|
| | | | (105,605) | | |
Interest income
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | |
Other income, net
|
| | | | 12,401 | | | | | | — | | | | | | — | | | | | | | | | 12,401 | | |
Loss before income taxes
|
| | | | (338,918) | | | | | | (22) | | | | | | (2,120) | | | | | | | | | (341,060) | | |
Income tax expense
|
| | | | (252) | | | | | | — | | | | | | — | | | |
DD
|
| | | | (252) | | |
Net loss
|
| | | | (339,170) | | | | | | (22) | | | | | | (2,120) | | | | | | | | | (341,312) | | |
Less net income attributable noncontrolling interest
|
| | | | 1,847 | | | | | | — | | | | | | — | | | | | | | | | 1,847 | | |
Net loss not attributable to noncontrolling interest
|
| | | | (341,017) | | | | | | (22) | | | | | | (2,120) | | | | | | | | | (343,159) | | |
|
| | | | | | | | | | | | | | |
Assuming No
Redemptions |
| | | | |
Assuming
Maximum Redemptions |
| ||||||
Weighted average shares outstanding of common stock – basic
|
| | | | 49,444 | | | | | | — | | | | | | 538,244 | | | | | | | | | 496,844 | | |
Weighted average shares outstanding of common stock – diluted
|
| | | | 49,444 | | | | | | — | | | | | | 538,244 | | | | | | | | | 496,844 | | |
Basic net income (loss) per share
|
| | | $ | (6.90) | | | | | $ | — | | | | | $ | (0.64) | | | | | | | | $ | (0.69) | | |
Diluted net income (loss) per share
|
| | | $ | (7.06) | | | | | $ | — | | | | | $ | (0.64) | | | | | | | | $ | (0.69) | | |
| | |
For the Six Months Ended
June 30, 2020 |
| |
For the Year ended
December 31, 2019 |
| ||||||||||||||||||
(in thousands, except per share data)
|
| |
Assuming No
Redemption |
| |
Assuming
Maximum Redemption |
| |
Assuming No
Redemption |
| |
Assuming
Maximum Redemption |
| ||||||||||||
Pro forma net loss
|
| | | $ | (112,196) | | | | | $ | (112,196) | | | | | $ | (343,159) | | | | | $ | (343,159) | | |
Weighted average shares outstanding of common
stock(1) |
| | | | 538,244 | | | | | | 496,844 | | | | | | 538,244 | | | | | | 496,844 | | |
Net loss per share (Basic and Diluted) attributable to common stockholders(1)(2)
|
| | | $ | (0.21) | | | | | $ | (0.23) | | | | | $ | (0.64) | | | | | $ | (0.69) | | |
Name
|
| |
Age
|
| |
Position
|
|
Chamath Palihapitiya | | |
44
|
| | Chief Executive Officer and Chairman of the Board of Directors | |
Ian Osborne | | |
37
|
| | President and Director | |
Steven Trieu | | |
41
|
| | Chief Financial Officer | |
Simon Williams | | |
40
|
| | General Counsel and Secretary | |
Adam Bain | | |
47
|
| | Director | |
David Spillane | | |
45
|
| | Director | |
Cipora Herman | | |
46
|
| | Director | |
| | |
Six Months Ended June 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
(in whole numbers)
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
Number of markets (at period end)
|
| | | | 21 | | | | | | 20 | | | | | | 21 | | | | | | 18 | | | | | | 6 | | |
| | |
Six Months Ended June 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
(in thousands, except percentages)
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
Gross profit (GAAP)
|
| | | $ | 145,621 | | | | | $ | 150,129 | | | | | $ | 301,250 | | | | | $ | 133,428 | | | | | $ | 66,347 | | |
Gross Margin
|
| | | | 7.3% | | | | | | 6.6% | | | | | | 6.4% | | | | | | 7.3% | | | | | | 9.3% | | |
Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net inventory impairment(1)
|
| | | | (7,549) | | | | | | (4,322) | | | | | | (4,578) | | | | | | 12,684 | | | | | | (75) | | |
Restructuring in cost of revenue(2)
|
| | | | 1,901 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Adjusted Gross Profit
|
| | | | 139,973 | | | | | | 145,807 | | | | | | 296,672 | | | | | | 146,112 | | | | | | 66,272 | | |
Adjusted Gross Margin
|
| | | | 7.0% | | | | | | 6.4% | | | | | | 6.3% | | | | | | 7.9% | | | | | | 9.3% | | |
Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Direct selling costs(3)
|
| | | | (58,776) | | | | | | (73,468) | | | | | | (149,221) | | | | | | (62,396) | | | | | | (25,879) | | |
Holding costs on sales(4)
|
| | | | (22,544) | | | | | | (27,991) | | | | | | (55,398) | | | | | | (19,073) | | | | | | (9,161) | | |
Contribution Profit
|
| | | | 58,653 | | | | | | 44,348 | | | | | | 92,053 | | | | | | 64,643 | | | | | | 31,232 | | |
Contribution Margin
|
| | | | 2.9% | | | | | | 1.9% | | | | | | 1.9% | | | | | | 3.5% | | | | | | 4.4% | | |
Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest on homes sold(5)
|
| | | | (23,605) | | | | | | (32,842) | | | | | | (64,567) | | | | | | (21,400) | | | | | | (7,450) | | |
Contribution Profit After Interest
|
| | | | 35,048 | | | | | | 11,506 | | | | | | 27,486 | | | | | | 43,243 | | | | | | 23,782 | | |
Contribution Margin After Interest
|
| | | | 1.8% | | | | | | 0.5% | | | | | | 0.6% | | | | | | 2.4% | | | | | | 3.3% | | |
| | |
Six Months Ended June 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
(in thousands, except percentages)
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
Net loss (GAAP)
|
| | | $ | (118,115) | | | | | $ | (157,712) | | | | | $ | (339,170) | | | | | $ | (239,929) | | | | | $ | (84,767) | | |
Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock-based compensation
|
| | | | 6,639 | | | | | | 6,635 | | | | | | 13,196 | | | | | | 14,966 | | | | | | 3,761 | | |
Warrant expense(1)
|
| | | | 890 | | | | | | (4,475) | | | | | | (6,243) | | | | | | 18,022 | | | | | | 32 | | |
Intangibles amortization expense(2)
|
| | | | 2,148 | | | | | | 1,123 | | | | | | 2,945 | | | | | | 613 | | | | | | — | | |
Net impairment(3)
|
| | | | (7,549) | | | | | | (4,322) | | | | | | (4,578) | | | | | | 12,684 | | | | | | (75) | | |
Restructuring(4)
|
| | | | 13,324 | | | | | | 640 | | | | | | 3,428 | | | | | | — | | | | | | — | | |
Convertible note PIK interest and amortization(5)
|
| | | | 5,408 | | | | | | — | | | | | | 4,102 | | | | | | 478 | | | | | | 16 | | |
Other(6)
|
| | | | (45) | | | | | | (234) | | | | | | (498) | | | | | | 1,271 | | | | | | 425 | | |
Adjusted Net Loss
|
| | | | (97,300) | | | | | | (158,345) | | | | | | (326,818) | | | | | | (191,895) | | | | | | (80,608) | | |
Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization, excluding
intangibles amortization expense |
| | | | 10,896 | | | | | | 6,418 | | | | | | 15,043 | | | | | | 4,572 | | | | | | 1,160 | | |
Property financing(7)
|
| | | | 26,774 | | | | | | 42,504 | | | | | | 84,314 | | | | | | 47,725 | | | | | | 15,988 | | |
Other interest expense(8)
|
| | | | 12,835 | | | | | | 8,084 | | | | | | 21,312 | | | | | | 12,253 | | | | | | 7,338 | | |
Interest income(9)
|
| | | | (3,342) | | | | | | (5,152) | | | | | | (11,999) | | | | | | (3,869) | | | | | | (674) | | |
Income tax expense
|
| | | | 199 | | | | | | 227 | | | | | | 252 | | | | | | 377 | | | | | | 0 | | |
Adjusted EBITDA
|
| | | | (49,938) | | | | | | (106,264) | | | | | | (217,896) | | | | | | (130,837) | | | | | | (56,796) | | |
Adjusted EBITDA Margin
|
| | | | -2.5% | | | | | | -4.7% | | | | | | -4.6% | | | | | | -7.1% | | | | | | -8.0% | | |
| | |
Six Months ended June 30,
|
| |
Change in
|
| |||||||||||||||
(in thousands, except percentages)
|
| |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| |||||||||
Revenue
|
| | | $ | 1,995,622 | | | | | $ | 2,274,284 | | | | | $ | (278,662) | | | |
(12)%
|
|
Cost of revenue
|
| | | | 1,850,001 | | | | | | 2,124,155 | | | | | | (274,154) | | | |
(13)%
|
|
Gross profit
|
| | | | 145,621 | | | | | | 150,129 | | | | | | (4,508) | | | |
(3)%
|
|
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | |
Sales, marketing and operations
|
| | | | 128,954 | | | | | | 192,994 | | | | | | (64,040) | | | |
(33)%
|
|
General and administrative
|
| | | | 58,906 | | | | | | 50,698 | | | | | | 8,208 | | | |
16%
|
|
Technology and development
|
| | | | 32,625 | | | | | | 23,141 | | | | | | 9,484 | | | |
41%
|
|
Total operating expenses
|
| | | | 220,485 | | | | | | 266,833 | | | | | | (46,348) | | | |
(17)%
|
|
Net operating loss
|
| | | | (74,864) | | | | | | (116,704) | | | | | | 41,840 | | | |
36%
|
|
Warrant fair value adjustment
|
| | | | (890) | | | | | | 4,475 | | | | | | (5,365) | | | |
120%
|
|
Interest expense
|
| | | | (45,017) | | | | | | (50,588) | | | | | | 5,571 | | | |
(11)%
|
|
Other income-net
|
| | | | 2,855 | | | | | | 5,332 | | | | | | (2,477) | | | |
(46)%
|
|
Loss before income taxes
|
| | | | (117,916) | | | | | | (157,485) | | | | | | 39,569 | | | |
25%
|
|
Income tax expense
|
| | | | (199) | | | | | | (227) | | | | | | 28 | | | |
(12)%
|
|
Net loss
|
| | | | (118,115) | | | | | | (157,712) | | | | | | 39,597 | | | |
25%
|
|
Less net income attributable to noncontrolling interest
|
| | | | — | | | | | | 1,217 | | | | | | (1,217) | | | |
(100)%
|
|
Net loss attributable to Opendoor Labs Inc.
|
| | | $ | (118,115) | | | | | $ | (158,929) | | | | | $ | 40,814 | | | |
26%
|
|
| | |
Year Ended December 31,
|
| |
Change in
|
| |||||||||||||||
(in thousands, except percentages)
|
| |
2019
|
| |
2018
|
| |
$
|
| |
%
|
| |||||||||
Revenue
|
| | | $ | 4,740,583 | | | | | $ | 1,838,066 | | | | | $ | 2,902,517 | | | |
158%
|
|
Cost of revenue
|
| | | | 4,439,333 | | | | | | 1,704,638 | | | | | | 2,734,695 | | | |
160%
|
|
Gross profit
|
| | | | 301,250 | | | | | | 133,428 | | | | | | 167,822 | | | |
126%
|
|
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | |
Sales, marketing and operations
|
| | | | 384,416 | | | | | | 196,292 | | | | | | 188,124 | | | |
96%
|
|
General and administrative
|
| | | | 113,446 | | | | | | 72,350 | | | | | | 41,096 | | | |
57%
|
|
Technology and development
|
| | | | 51,222 | | | | | | 28,458 | | | | | | 22,764 | | | |
80%
|
|
Total operating expenses
|
| | | | 549,084 | | | | | | 297,100 | | | | | | 251,984 | | | |
85%
|
|
Net operating loss
|
| | | | (247,834) | | | | | | (163,672) | | | | | | (84,162) | | | |
(51)%
|
|
Warrant fair value adjustment
|
| | | | 6,243 | | | | | | (18,022) | | | | | | 24,265 | | | |
135%
|
|
Interest expense
|
| | | | (109,728) | | | | | | (60,456) | | | | | | (49,272) | | | |
82%
|
|
Other income-net
|
| | | | 12,401 | | | | | | 2,598 | | | | | | 9,803 | | | |
377%
|
|
Loss before income taxes
|
| | | | (338,918) | | | | | | (239,552) | | | | | | (99,366) | | | |
(41)%
|
|
Income tax expense
|
| | | | (252) | | | | | | (377) | | | | | | 125 | | | |
(33)%
|
|
Net loss
|
| | | | (339,170) | | | | | | (239,929) | | | | | | (99,241) | | | |
(41)%
|
|
Less net income attributable to noncontrolling interest
|
| | | | 1,847 | | | | | | 1,362 | | | | | | 485 | | | |
36%
|
|
Net loss attributable to Opendoor Labs Inc.
|
| | | $ | (341,017) | | | | | $ | (241,291) | | | | | $ | (99,726) | | | |
(41)%
|
|
| | |
Year Ended December 31,
|
| |
Change in
|
| |||||||||||||||
(in thousands, except percentages)
|
| |
2018
|
| |
2017
|
| |
$
|
| |
%
|
| |||||||||
Revenue
|
| | | $ | 1,838,066 | | | | | $ | 711,066 | | | | | $ | 1,127,000 | | | |
158%
|
|
Cost of revenue
|
| | | | 1,704,638 | | | | | | 644,719 | | | | | | 1,059,919 | | | |
164%
|
|
Gross profit
|
| | | | 133,428 | | | | | | 66,347 | | | | | | 67,081 | | | |
101%
|
|
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | |
Sales, marketing and operations
|
| | | | 196,292 | | | | | | 74,938 | | | | | | 121,354 | | | |
162%
|
|
General and administrative
|
| | | | 72,350 | | | | | | 36,928 | | | | | | 35,422 | | | |
96%
|
|
Technology and development
|
| | | | 28,458 | | | | | | 16,123 | | | | | | 12,335 | | | |
77%
|
|
Total operating expenses
|
| | | | 297,100 | | | | | | 127,989 | | | | | | 169,111 | | | |
132%
|
|
Net operating loss
|
| | | | (163,672) | | | | | | (61,642) | | | | | | (102,030) | | | |
(166)%
|
|
Warrant fair value adjustment
|
| | | | (18,022) | | | | | | (32) | | | | | | (17,990) | | | |
(56219)%
|
|
Interest expense
|
| | | | (60,456) | | | | | | (23,342) | | | | | | (37,114) | | | |
159%
|
|
Other income-net
|
| | | | 2,598 | | | | | | 249 | | | | | | 2,349 | | | |
943%
|
|
Loss before income taxes
|
| | | | (239,552) | | | | | | (84,767) | | | | | | (154,785) | | | |
(183)%
|
|
Income tax expense
|
| | | | (377) | | | | | | — | | | | | | (377) | | | |
100%
|
|
Net loss
|
| | | | (239,929) | | | | | | (84,767) | | | | | | (155,162) | | | |
(183)%
|
|
Less net income attributable to noncontrolling interest
|
| | | | 1,362 | | | | | | 62 | | | | | | 1,300 | | | |
2097%
|
|
Net loss attributable to Opendoor Labs Inc.
|
| | | $ | (241,291) | | | | | $ | (84,829) | | | | | $ | (156,462) | | | |
(184)%
|
|
| | |
As of June 30, 2020
|
| |||||||||||||||||||||||||||
(in thousands, except percentages)
|
| |
Borrowing
Capacity |
| |
Outstanding
Amount |
| |
Weighted
Average Interest Rate |
| |
End of
Revolving Period |
| |
Final
Maturity Date(1) |
| |||||||||||||||
Revolving Facility 2018-1(1)
|
| | | $ | 250,000 | | | | | $ | 15,241 | | | | | | 4.50% | | | | | | 7/11/2020 | | | | | | 7/11/2020 | | |
Revolving Facility 2018-2(1)
|
| | | | 750,000 | | | | | | 24,457 | | | | | | 4.61% | | | | | | 9/4/2020 | | | | | | 9/4/2020 | | |
Revolving Facility 2018-3
|
| | | | 100,000 | | | | | | 26,220 | | | | | | 4.54% | | | | | | 6/1/2023 | | | | | | 6/1/2023 | | |
Revolving Facility 2019-1
|
| | | | 300,000 | | | | | | 29,110 | | | | | | 3.93% | | | | | | 6/5/2021 | | | | | | 6/5/2021 | | |
Revolving Facility 2019-2
|
| | | | 1,030,000 | | | | | | 118,768 | | | | | | 3.46% | | | | | | 7/8/2021 | | | | | | 7/7/2022 | | |
Revolving Facility 2019-3
|
| | | | 375,000 | | | | | | 24,363 | | | | | | 4.08% | | | | | | 8/20/2021 | | | | | | 8/19/2022 | | |
Total
|
| | | $ | 2,805,000 | | | | | $ | 238,159 | | | | | | | | | | | | | | | | | | | | |
| | |
As of June 30, 2020
|
| |||||||||||||||||||||||||||
(in thousands, except percentages)
|
| |
Borrowing
Capacity |
| |
Outstanding
Amount |
| |
Weighted
Average Interest Rate |
| |
End of
Draw Period |
| |
Final
Maturity Date |
| |||||||||||||||
Term Debt Facility 2016-M1
|
| | | $ | 149,000 | | | | | $ | 40,000 | | | | | | 10.00% | | | | | | 10/31/2022 | | | | | | 4/30/2024 | | |
Term Debt Facility 2019-M1
|
| | | $ | 54,000 | | | | | $ | 15,000 | | | | | | 15.00% | | | | | | 8/15/2023 | | | | | | 2/15/2025 | | |
Term Debt Facility 2020-M1
|
| | | $ | 300,000 | | | | | $ | 100,000 | | | | | | 10.00% | | | | | | 1/23/2023 | | | | | | 1/23/2026 | | |
Total | | | | $ | 503,000 | | | | | $ | 155,000 | | | | | | | | | | | | | | | | | | | | |
| | |
Six Months Ended June 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
Net cash provided by (used in) operating activities
|
| | | $ | 950,347 | | | | | $ | (76,690) | | | | | $ | (272,050) | | | | | $ | (1,179,637) | | | | | $ | (218,553) | | |
Net cash used in investing activities
|
| | | $ | (68,920) | | | | | $ | (41,768) | | | | | $ | (95,078) | | | | | $ | (7,432) | | | | | $ | (29,942) | | |
Net cash provided by (used in) financing activities
|
| | | $ | (900,544) | | | | | $ | 287,948 | | | | | $ | 646,179 | | | | | $ | 1,496,494 | | | | | $ | 161,177 | | |
Net increase in cash and cash equivalents
|
| | | $ | (19,117) | | | | | $ | 169,490 | | | | | $ | 279,051 | | | | | $ | 309,425 | | | | | $ | (87,318) | | |
| | |
Payment Due by Year
|
| |||||||||||||||||||||||||||
(in thousands)
|
| |
Total
|
| |
Less than
1 year |
| |
1 – 3 years
|
| |
3 – 5 years
|
| |
More than
5 years |
| |||||||||||||||
Senior revolving credit facilities(1)
|
| | | $ | 1,086,618 | | | | | $ | 1,086,618 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Mezzanine term debt facilities(2)
|
| | | | 345,902 | | | | | | 25,750 | | | | | | 51,500 | | | | | | 206,449 | | | | | | 62,203 | | |
Convertible notes(3)
|
| | | | 304,753 | | | | | | — | | | | | | — | | | | | | — | | | | | | 304,753 | | |
Mortgage financing(4)
|
| | | | 2,025 | | | | | | 2,025 | | | | | | — | | | | | | — | | | | | | — | | |
Operating leases(5)
|
| | | | 72,531 | | | | | | 17,384 | | | | | | 29,512 | | | | | | 24,803 | | | | | | 832 | | |
Other lease commitments(6)
|
| | | | 67,292 | | | | | | 2,901 | | | | | | 17,100 | | | | | | 13,427 | | | | | | 33,864 | | |
Purchase commitments(7)
|
| | | | 616,100 | | | | | | 616,100 | | | | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | $ | 2,495,221 | | | | | $ | 1,750,778 | | | | | $ | 98,112 | | | | | $ | 244,679 | | | | | $ | 401,652 | | |
Name
|
| |
Age
|
| |
Position
|
| |||
Eric Wu | | | | | 37 | | | |
Director Nominee, Co-Founder and Chief Executive Officer
|
|
Carrie Wheeler | | | | | 48 | | | | Chief Financial Officer | |
Ian Wong | | | | | 34 | | | | Chief Technology Officer | |
Julie Todaro | | | | | 50 | | | | President of Homes & Services | |
Tom Willerer | | | | | 42 | | | | Chief Product Officer | |
Elizabeth Stevens | | | | | 41 | | | | Head of Legal | |
Adam Bain | | | | | 47 | | | | Director Nominee | |
Compensation Element
|
| |
Compensation Purpose
|
|
Base Salary | | | Recognize performance of job responsibilities and attract and retain individuals with superior talent | |
Long-Term Equity Compensation | | | Promote an employee ownership culture and the maximization of stockholder value by aligning the interests of employees and stockholders | |
Named Executive Officer
|
| |
2019 Annual
Base Salary Rate |
| |||
Eric Wu
|
| | | $ | 275,000 | | |
Gautam Gupta
|
| | | $ | 350,000(1) | | |
Jason Child
|
| | | $ | 400,000(2) | | |
Julie Todaro
|
| | | $ | 350,000(3) | | |
Tom Willerer
|
| | | $ | 350,000(4) | | |
Ian Wong
|
| | | $ | 325,000 | | |
Named Executive Officer
|
| |
Stock Options
Granted in 2019 (#) |
| |
RSUs Granted
in 2019 (#) |
| ||||||
Eric Wu
|
| | | | — | | | | | | — | | |
Gautam Gupta
|
| | | | — | | | | | | — | | |
Jason Child
|
| | | | — | | | | | | — | | |
Julie Todaro
|
| | | | 586,854(1) | | | | | | 861,795(2) | | |
Tom Willerer
|
| | | | 400,000(1) | | | | | | 780,781(2) | | |
Ian Wong
|
| | | | — | | | | | | 1,500,000(2) | | |
Name and Principal Position
|
| |
Year
|
| |
Salary ($)
|
| |
Bonus ($)
|
| |
Stock
Awards ($)(1) |
| |
Option
Awards ($)(1) |
| |
All Other
Compensation ($)(2) |
| |
Total ($)
|
| |||||||||||||||||||||
Eric Wu
|
| | | | 2019 | | | | | | 275,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 275,000 | | |
President and Chief Executive
Officer |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gautam Gupta
|
| | | | 2019 | | | | | | 337,500 | | | | | | 275,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 612,500 | | |
Strategic Advisor and former
Chief Financial Officer and Chief Operating Officer |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jason Child
|
| | | | 2019 | | | | | | 135,507 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 135,507 | | |
Former Chief Financial Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Julie Todaro
|
| | | | 2019 | | | | | | 87,500 | | | | | | 75,000 | | | | | | 5,980,857 | | | | | | 1,970,949 | | | | | | 234,667(2) | | | | | | 8,348,973 | | |
President of Homes and Services
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tom Willerer
|
| | | | 2019 | | | | | | 118,490 | | | | | | 95,000 | | | | | | 5,418,620 | | | | | | 1,331,280 | | | | | | — | | | | | | 6,963,390 | | |
Chief Product Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ian Wong
|
| | | | 2019 | | | | | | 325,000 | | | | | | — | | | | | | 10,230,000 | | | | | | — | | | | | | — | | | | | | 10,555,000 | | |
Chief Technology Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name
|
| |
Grant Date
|
| |
All Other Stock Awards:
Number of Shares of Stock or Units (#) |
| |
All Other Option
Awards: Number of Securities Underlying Options (#) |
| |
Exercise Price
of Option Awards ($/Sh) |
| |
Grant Date Fair
value of Stock and Option Awards ($) |
| |||||||||||||||
Julie Todaro
|
| | | | 11/03/2019 | | | | | | 17,834 | | | | | | — | | | | | | — | | | | | | 123,766 | | |
| | | | | 12/18/2019 | | | | | | 843,961 | | | | | | — | | | | | | — | | | | | | 5,857,089 | | |
| | | | | 12/18/2019 | | | | | | — | | | | | | 586,854 | | | | | | 6.94 | | | | | | 1,970,949 | | |
Tom Willerer
|
| | | | 11/03/2019 | | | | | | 780,781 | | | | | | — | | | | | | — | | | | | | 5,418,620 | | |
| | | | | 11/03/2019 | | | | | | — | | | | | | 400,000 | | | | | | 6.94 | | | | | | 1,331,280 | | |
Ian Wong
|
| | | | 05/28/2019 | | | | | | 1,500,000 | | | | | | — | | | | | | — | | | | | | 10,230,000 | | |
| | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of Shares
or Units of Stock That Have Not Vested (#) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(1) |
| |||||||||||||||||||||
Gautam Gupta
|
| | | | 09/29/2017(2) | | | | | | 1,785,366(3) | | | | | | — | | | | | | 1.64 | | | | | | 09/28/2027 | | | | | | — | | | | | | — | | |
Jason Child
|
| | | | 09/29/2017(2) | | | | | | 791,666 | | | | | | 0 | | | | | | 1.64 | | | | | | 03/13/2027 | | | | | | — | | | | | | — | | |
Julie Todaro
|
| | | | 12/18/2019(2) | | | | | | — | | | | | | 586,854 | | | | | | 6.94 | | | | | | 12/17/2029 | | | | | | — | | | | | | — | | |
| | | | | 11/03/2019(4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,834 | | | | | | 140,532 | | |
| | | | | 12/18/2019(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 843,961 | | | | | | 6,650,413 | | |
Tom Willerer
|
| | | | 11/03/2019(2) | | | | | | — | | | | | | 57,636 | | | | | | 6.94 | | | | | | 11/02/2029 | | | | | | — | | | | | | — | | |
| | | | | 11/03/2019(2) | | | | | | — | | | | | | 342,364 | | | | | | 6.94 | | | | | | 11/02/2029 | | | | | | — | | | | | | — | | |
| | | | | 11/03/2019(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 780,781 | | | | | | 6,152,554 | | |
Ian Wong
|
| | | | 05/28/2019(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,500,000 | | | | | | 11,820,000 | | |
Named Executive Officer
|
| |
Termination Scenario
|
| |
Severance
($) |
| |
Value of
Accelerated Options ($)(1) |
| |
Value of
Accelerated RSUs ($)(1) |
| |
Total ($)(1)
|
| ||||||||||||
Eric Wu
|
| | Termination without Cause or Resignation for Good Reason | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Change of Control | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Termination without Cause or Resignation for Good Reason following a Change of Control | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Gautam Gupta
|
| | Termination without Cause or Resignation for Good Reason | | | | | 175,000 | | | | | | 2,106,000 | | | | | | — | | | | | | 2,281,000 | | |
| | | Change of Control | | | | | — | | | | | | 3,334,500 | | | | | | — | | | | | | 3,334,500 | | |
| | | Termination without Cause or Resignation for Good Reason following a Change of Control | | | | | 175,000 | | | | | | 6,669,000 | | | | | | — | | | | | | 6,844,000 | | |
Jason Child(2)
|
| | Termination without Cause or Resignation for Good Reason | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Change of Control | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Termination without Cause or Resignation for Good Reason following a Change of Control | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Julie Todaro
|
| | Termination without Cause or Resignation for Good Reason | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Change of Control | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Termination without Cause or Resignation for Good Reason following a Change of Control | | | | | — | | | | | | 275,821 | | | | | | 3,325,202 | | | | | | 3,601,024 | | |
Tom Willerer
|
| | Termination without Cause or Resignation for Good Reason | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Change of Control | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Termination without Cause or Resignation for Good Reason following a Change of Control | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ian Wong
|
| | Termination without Cause or Resignation for Good Reason | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Change of Control | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Termination without Cause or Resignation for Good Reason following a Change of Control | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Pre-Business Combination and PIPE Investment
|
| |
Post-Business Combination and PIPE Investment
|
| ||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Assuming No Redemption
|
| |
Assuming Redemption
|
| ||||||||||||||||||
Name and Address of
Beneficial Owner(1) |
| |
Number of SCH
Ordinary Shares(2) |
| |
% of SCH
Class A Ordinary Shares |
| |
% of SCH
Class B Ordinary Shares |
| |
% of SCH
Ordinary Shares(3) |
| |
Number of Shares
of Opendoor Technologies Common Stock |
| |
%
|
| |
Number of Shares
of Opendoor Technologies Common Stock |
| |
%
|
| ||||||||||||||||||||||||
5% Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SCH Sponsor II LLC(3)
|
| | | | 10,150,000 | | | | | | — | | | | | | 98.1% | | | | | | 19.6% | | | | | | 10,150,000 | | | | | | 1.9% | | | | | | 10,150,000 | | | | | | 2.1% | | |
Suvretta Capital Management, LLC(4)
|
| | | | 4,100,000 | | | | | | 9.9% | | | | | | — | | | | | | 7.9% | | | | | | 7,600,000 | | | | | | 1.4% | | | | | | 7,600,000 | | | | | | 1.6% | | |
SVF Excalibur (Cayman) Limited(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 73,056,848 | | | | | | 13.8% | | | | | | 73,056,848 | | | | | | 15.0% | | |
Entities affiliated with Khosla Ventures(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 45,767,961 | | | | | | 8.7% | | | | | | 45,767,961 | | | | | | 9.4% | | |
AI LiquidRE LLC(7)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 34,393,472 | | | | | | 6.5% | | | | | | 34,393,472 | | | | | | 7.1% | | |
Directors and Executive Officers Pre-Business Combination
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Chamath Palihapitiya(3)(8)
|
| | | | 10,150,000 | | | | | | — | | | | | | 98.1% | | | | | | 19.6% | | | | | | 20,150,000 | | | | | | 3.8% | | | | | | 20,150,000 | | | | | | 4.1% | | |
Ian Osborne(3)(9)
|
| | | | 10,150,000 | | | | | | — | | | | | | 98.1% | | | | | | 19.6% | | | | | | 15,950,000 | | | | | | 3.0% | | | | | | 15,950,000 | | | | | | 3.3% | | |
Steven Trieu
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Simon Williams
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Adam Bain(10)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 250,415 | | | | | | * | | | | | | 250,415 | | | | | | * | | |
David Spillane
|
| | | | 100,000 | | | | | | — | | | | | | * | | | | | | * | | | | | | 100,000 | | | | | | * | | | | | | 100,000 | | | | | | * | | |
Cipora Herman
|
| | | | 100,000 | | | | | | — | | | | | | * | | | | | | * | | | | | | 100,000 | | | | | | * | | | | | | 100,000 | | | | | | * | | |
All SCH directors and executive officers as
a group (seven individuals) |
| | | | 10,350,000 | | | | | | — | | | | | | 100.0% | | | | | | 20.0% | | | | | | 26,400,415 | | | | | | 3.1% | | | | | | 26,400,415 | | | | | | 5.4% | | |
Directors and Executive Officers Post-Business Combination
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Eric Wu(11)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 32,770,337 | | | | | | 6.2% | | | | | | 32,770,337 | | | | | | 6.7% | | |
Carrie Wheeler(12)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 150,000 | | | | | | * | | | | | | 150,000 | | | | | | * | | |
Ian Wong(13)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,368,335 | | | | | | 1.2% | | | | | | 6,368,335 | | | | | | 1.3% | | |
Julie Todaro(14)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 255,123 | | | | | | * | | | | | | 255,123 | | | | | | * | | |
Tom Willerer(15)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 200,645 | | | | | | * | | | | | | 200,645 | | | | | | * | | |
Elizabeth Stevens(16)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 285,918 | | | | | | * | | | | | | 285,918 | | | | | | * | | |
Adam Bain(10)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 250,415 | | | | | | * | | | | | | 250,415 | | | | | | * | | |
All Opendoor Technologies directors and executive officers as a group (seven
individuals) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,280,773 | | | | | | 7.6% | | | | | | 40,280,773 | | | | | | 8.3% | | |
Name
|
| |
Shares of Series E Preferred Stock
|
| |
Total Purchase Price
|
| ||||||
AI LiquidRE LLC(1)
|
| | | | 5,220,296 | | | | | $ | 49,999,995.09 | | |
Khosla Ventures IV, LP and its affiliates(2)
|
| | | | 10,440 | | | | | $ | 99,994.33 | | |
GGV Capital Select L.P.(3)
|
| | | | 1,044,059 | | | | | $ | 9,999,997.11 | | |
SVF Excalibur (Cayman) Limited(4)
|
| | | | 41,762,372 | | | | | $ | 399,999,999.03 | | |
LV Opendoor JV, LLC(5)
|
| | | | 5,220,296 | | | | | $ | 49,999,995.09 | | |
Norwest Venture Partners XIV, LP(6)
|
| | | | 2,610,148 | | | | | $ | 24,999,997.55 | | |
Total
|
| | | | 55,867,611 | | | | | $ | 535,099,978.20 | | |
Name
|
| |
Shares of Series E-2 Preferred Stock
|
| |
Total Purchase Price
|
| ||||||
AI LiquidRE LLC(1)
|
| | | | 1,623,213 | | | | | $ | 21,635,481.44 | | |
Khosla Ventures IV, LP and its affiliates(2)
|
| | | | 37,512 | | | | | $ | 499,989.96 | | |
GGV Capital Select L.P.(3)
|
| | | | 75,025 | | | | | $ | 999,993.22 | | |
SVF Excalibur (Cayman) Limited(4)
|
| | | | 3,751,275 | | | | | $ | 49,999,994.22 | | |
LV Opendoor JV, LLC(5)
|
| | | | 300,102 | | | | | $ | 3,999,999.54 | | |
Norwest Venture Partners XIV, LP(6)
|
| | | | 150,051 | | | | | $ | 1,999,999.77 | | |
Total
|
| | | | 5,937,178 | | | | | $ | 79,135,458.15 | | |
| | |
Delaware
|
| |
Cayman Islands
|
|
Stockholder/Shareholder Approval of Business Combinations
|
| |
Mergers generally require approval of a majority of all outstanding shares.
Mergers in which less than 20% of the acquirer’s stock is issued generally do not require acquirer stockholder approval.
Mergers in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation’s board of directors or stockholders.
|
| |
Mergers require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent.
All mergers (other than parent/subsidiary mergers) require shareholder approval — there is no exception for smaller mergers.
Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder.
A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by 50%+1 in number and 75% in value of shareholders in attendance and voting at a shareholders’ meeting.
|
|
| | |
Delaware
|
| |
Cayman Islands
|
|
Stockholder/Shareholder Votes for Routine Matters
|
| | Generally, approval of routine corporate matters that are put to a stockholder vote require the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter. | | | Under the Cayman Islands Companies Law and SCH’s amended and restated memorandum and articles of association law, routine corporate matters may be approved by an ordinary resolution (being a resolution passed by a simple majority of the shareholders as being entitled to do so). | |
Appraisal Rights
|
| | Generally, a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger. | | | Minority shareholders that dissent from a merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court. | |
Inspection of Books and Records
|
| | Any stockholder may inspect the corporation’s books and records for a proper purpose during the usual hours for business. | | | Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company. | |
Stockholder/Shareholder Lawsuits
|
| | A stockholder may bring a derivative suit subject to procedural requirements (including adopting Delaware as the exclusive forum as per Organizational Documents Proposal D). | | | In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances. | |
Fiduciary Duties of Directors
|
| | Directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. | | |
A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole.
In addition to fiduciary duties, directors of SCH owe a duty of care, diligence and skill.
Such duties are owed to the company but may be owed direct to creditors or shareholders in certain limited circumstances.
|
|
Indemnification of Directors and Officers
|
| | A corporation is generally permitted to indemnify its directors and officers acting in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation. | | | A Cayman Islands company generally may indemnify its directors or officers except with regard to fraud or willful default. | |
| | |
Delaware
|
| |
Cayman Islands
|
|
Limited Liability of Directors
|
| | Permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. | | | Liability of directors may be unlimited, except with regard to their own fraud or willful default. | |
| | |
Page
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-18 | | | |
Financial Statements: | | | | | | | |
| | | | F-19 | | | |
| | | | F-20 | | | |
| | | | F-21 | | | |
| | | | F-22 | | | |
| | | | F-23 | | |
| | |
June 30,
2020 |
| |
December 31,
2019 |
| ||||||
| | |
(unaudited)
|
| | | | | | | |||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 987,699 | | | | | $ | — | | |
Prepaid expenses
|
| | | | 342,117 | | | | | | — | | |
Total Current Assets
|
| | | | 1,329,816 | | | | | | — | | |
Deferred offering costs
|
| | | | — | | | | | | 52,673 | | |
Cash and Marketable securities held in Trust Account
|
| | | | 414,025,917 | | | | | | — | | |
TOTAL ASSETS
|
| | | $ | 415,355,733 | | | | | $ | 52,673 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accrued expenses
|
| | | $ | 118,798 | | | | | $ | — | | |
Accrued offering costs
|
| | | | 18,026 | | | | | | 52,673 | | |
Advance from related party
|
| | | | — | | | | | | 21,631 | | |
Total Current Liabilities
|
| | | | 136,824 | | | | | | 74,304 | | |
Deferred underwriting fee payable
|
| | | | 14,490,000 | | | | | | — | | |
TOTAL LIABILITIES
|
| | | | 14,626,824 | | | | | | 74,304 | | |
Commitments | | | | | | | | | | | | | |
Class A ordinary shares subject to possible redemption, 39,570,413 and no shares at redemption value at June 30, 2020 and December 31, 2019, respectively
|
| | | | 395,728,902 | | | | | | — | | |
Shareholders’ Equity (Deficit) | | | | | | | | | | | | | |
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,829,587 and none issued and outstanding (excluding 39,570,413 and no shares subject to possible redemption) at June 30, 2020 and December 31, 2019, respectively
|
| | | | 183 | | | | | | — | | |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 10,350,000 and one shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively
|
| | | | 1,035 | | | | | | — | | |
Additional paid-in capital
|
| | | | 5,298,322 | | | | | | — | | |
Accumulated deficit
|
| | | | (299,533) | | | | | | (21,631) | | |
Total Shareholders’ Equity (Deficit)
|
| | | | 5,000,007 | | | | | | (21,631) | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
| | | $ | 415,355,733 | | | | | $ | 52,673 | | |
|
| | |
Three Months
Ended June 30, 2020 |
| |
Six Months
Ended June 30, 2020 |
| ||||||
Formation and operating costs
|
| | | $ | 303,819 | | | | | $ | 303,819 | | |
Loss from operations
|
| | | | (303,819) | | | | | | (303,819) | | |
Other income: | | | | | | | | | | | | | |
Interest income
|
| | | | 25,917 | | | | | | 25,917 | | |
Net Loss
|
| | | $ | (277,902) | | | | | $ | (277,902) | | |
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 11,111,082 | | | | | | 9,066,530 | | |
Basic and diluted net loss per ordinary share(2)
|
| | | $ | (0.03) | | | | | $ | (0.03) | | |
| | |
Class A
Ordinary Shares |
| |
Class B
Ordinary Shares |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ (Deficit) Equity |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – January 1, 2020
|
| | | | — | | | | | $ | — | | | | | | 1 | | | | | $ | — | | | | | $ | — | | | | | $ | (21,631) | | | | | $ | (21,631) | | |
Cancellation of Class B ordinary share
|
| | | | — | | | | | | — | | | | | | (1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of Class B ordinary shares to Sponsor(1)
|
| | | | — | | | | | | — | | | | | | 10,350,000 | | | | | | 1,035 | | | | | | 23,965 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Balance – March 31, 2020
|
| | | | — | | | | | | — | | | | | | 10,350,000 | | | | | | 1,035 | | | | | | 23,965 | | | | | | (21,631) | | | | | | 3,369 | | |
Sale of 41,400,000 Units, net of underwriting discount and offering expenses
|
| | | | 41,400,000 | | | | | | 4,140 | | | | | | — | | | | | | — | | | | | | 391,799,302 | | | | | | — | | | | | | 391,803,442 | | |
Sale of 6,133,333 Private Placement Warrants
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,200,000 | | | | | | — | | | | | | 9,200,000 | | |
Ordinary shares subject to
redemption |
| | | | (39,570,413) | | | | | | (3,957) | | | | | | — | | | | | | — | | | | | | (395,724,945) | | | | | | — | | | | | | (395,728,902) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (277,902) | | | | | | (277,902) | | |
Balance – June 30, 2020
|
| | | | 1,829,587 | | | | | $ | 183 | | | | | | 10,350,000 | | | | | $ | 1,035 | | | | | $ | 5,298,322 | | | | | $ | (299,533) | | | | | $ | 5,000,007 | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (277,902) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
|
Interest earned on cash and marketable securities held in Trust Account
|
| | | | (25,917) | | |
|
Changes in operating assets and liabilities:
|
| | | | | | |
|
Prepaid expenses
|
| | | | (342,117) | | |
|
Accrued expenses
|
| | | | 118,798 | | |
|
Net cash used in operating activities
|
| | | | (527,138) | | |
| Cash Flows from Investing Activities: | | | | | | | |
|
Investment of cash in Trust Account
|
| | | | (414,000,000) | | |
|
Net cash used in investing activities
|
| | | | (414,000,000) | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Proceeds from issuance of Class B ordinary shares to Sponsor
|
| | | | 25,000 | | |
|
Proceeds from sale of Units, net of underwriting discounts paid
|
| | | | 406,800,000 | | |
|
Proceeds from sale of Private Placement Warrants
|
| | | | 9,200,000 | | |
|
Repayment of advances from related parties
|
| | | | (21,631) | | |
|
Proceeds from promissory note – related party
|
| | | | 300,000 | | |
|
Repayment of promissory note – related party
|
| | | | (300,000) | | |
|
Payment of offering costs
|
| | | | (488,532) | | |
|
Net cash provided by financing activities
|
| | | | 415,514,837 | | |
|
Net Change in Cash
|
| | | | 987,699 | | |
|
Cash – Beginning
|
| | | | — | | |
| Cash – Ending | | | | $ | 987,699 | | |
| Non-cash investing and financing activities: | | | | | | | |
|
Initial classification of ordinary shares subject to possible redemption
|
| | | $ | 396,006,810 | | |
|
Change in value of ordinary shares subject to possible redemption
|
| | | $ | (277,908) | | |
|
Deferred underwriting fee
|
| | | $ | 14,490,000 | | |
|
Offering costs included in accrued offering costs
|
| | | $ | 282,310 | | |
| | |
Three Months
Ended June 30, 2020 |
| |
Six Months
Ended June 30, 2020 |
| ||||||
Net loss
|
| | | $ | (277,902) | | | | | $ | (277,902) | | |
Less: Income attributable to ordinary shares subject to possible redemption
|
| | | | (24,771) | | | | | | (24,771) | | |
Adjusted net loss
|
| | | $ | (302,673) | | | | | $ | (302,673) | | |
Weighted average shares outstanding, basic and diluted
|
| | | | 11,111,082 | | | | | | 9,066,530 | | |
Basic and diluted net loss per ordinary share
|
| | | $ | (0.03) | | | | | $ | (0.03) | | |
Description
|
| |
Level
|
| |
June 30, 2020
|
| ||||||
Assets: | | | | | | | | | | | | | |
Cash and Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 414,025,917 | | |
| ASSETS | | | | | | | |
|
Current asset – cash
|
| | | $ | — | | |
|
Deferred offering costs
|
| | | | 52,673 | | |
|
Total Assets
|
| | | $ | 52,673 | | |
| LIABILITIES AND SHAREHOLDER’S DEFICIT | | | | | | | |
| Current Liabilities | | | | | | | |
|
Accrued offering costs
|
| | | $ | 52,673 | | |
|
Advance from related party
|
| | | | 21,631 | | |
|
Promissory note – related party
|
| | | | — | | |
|
Total Current Liabilities
|
| | | | 74,304 | | |
| Commitments | | | | | | | |
| Shareholder’s Deficit | | | | | | | |
|
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none outstanding as of December 31, 2019
|
| | | | — | | |
|
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none outstanding as of December 31, 2019
|
| | | | — | | |
|
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 1 share issued and outstanding as of December 31, 2019
|
| | | | — | | |
|
Additional paid in capital
|
| | | | — | | |
|
Accumulated deficit
|
| | | | (21,631) | | |
|
Total Shareholder’s Deficit
|
| | | | (21,631) | | |
|
TOTAL LIABILITIES AND SHAREHOLDER’S DEFICIT
|
| | | $ | 52,673 | | |
|
Formation costs
|
| | | $ | 21,631 | | |
|
Net Loss
|
| | | $ | (21,631) | | |
|
Weighted average shares outstanding, basic and diluted
|
| | | | 1 | | |
|
Basic and diluted net loss per ordinary share
|
| | | $ | (21,631) | | |
| | |
Class B Ordinary Shares
|
| |
Additional
Paid in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Deficit |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance – October 18, 2019 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary share
|
| | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (21,631) | | | | | | (21,631) | | |
Balance – December 31, 2019
|
| | | | 1 | | | | | | — | | | | | | — | | | | | | (21,631) | | | | | | (21,631) | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (21,631) | | |
|
Net cash used in operating activities
|
| | | | (21,631) | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Proceeds from sale of Class B ordinary shares to Sponsor
|
| | | | — | | |
|
Advances from related party
|
| | | | 21,631 | | |
|
Proceeds from promissory note
|
| | | | — | | |
|
Net cash provided by financing activities
|
| | | | 21,631 | | |
|
Net Change in Cash
|
| | | | — | | |
|
Cash – Beginning of period
|
| | | | — | | |
|
Cash – End of period
|
| | | $ | — | | |
| Non-cash investing and financing activities: | | | | | | | |
|
Deferred offering costs included in accrued offering costs
|
| | | $ | 52,673 | | |
| | |
Page
|
| |||
Unaudited Consolidated Financial Statements Opendoor Labs Inc.: | | | | | | | |
| | | | F-34 | | | |
| | | | F-35 | | | |
| | | | F-36 | | | |
| | | | F-37 | | | |
| | | | F-38 | | | |
| | | | F-39 | | | |
Audited consolidated financial statements Opendoor Labs Inc.: | | | | | | | |
| | | | F-61 | | | |
| | | | F-62 | | | |
| | | | F-64 | | | |
| | | | F-65 | | | |
| | | | F-66 | | | |
| | | | F-68 | | | |
| | | | F-70 | | |
| | | | | | | | |
June 30,
2020 |
| |
December 31,
2019 |
| ||||||
ASSETS | | | | | | | | | | | | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | | | | | | $ | 458,058 | | | | | $ | 405,080 | | |
Restricted cash
|
| | | | | | | | | | 207,647 | | | | | | 279,742 | | |
Marketable securities
|
| | | | | | | | | | 102,056 | | | | | | 43,576 | | |
Mortgage loans held for sale pledged under agreements to repurchase
|
| | | | (3) | | | | | | 11,185 | | | | | | 2,116 | | |
Escrow receivable
|
| | | | | | | | | | 9,704 | | | | | | 13,882 | | |
Real estate inventory, net
|
| | | | | | | | | | 263,709 | | | | | | 1,312,369 | | |
Other current assets ($626 and $100 carried at fair value)
|
| | | | (3) | | | | | | 18,700 | | | | | | 30,879 | | |
Total current assets
|
| | | | | | | | | | 1,071,059 | | | | | | 2,087,644 | | |
PROPERTY AND EQUIPMENT – Net
|
| | | | | | | | | | 33,939 | | | | | | 34,606 | | |
RIGHT OF USE ASSETS
|
| | | | | | | | | | 92,073 | | | | | | 60,681 | | |
GOODWILL
|
| | | | | | | | | | 30,945 | | | | | | 30,945 | | |
INTANGIBLES – Net
|
| | | | | | | | | | 10,263 | | | | | | 12,414 | | |
OTHER ASSETS
|
| | | | | | | | | | 4,587 | | | | | | 5,394 | | |
TOTAL ASSETS
|
| | | | (1) | | | | | $ | 1,242,866 | | | | | $ | 2,231,684 | | |
LIABILITIES, TEMPORARY EQUITY, AND SHAREHOLDERS’ DEFICIT | | | | | | | | | | | | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | | | | | | | | | | | | |
Accounts payable and other accrued liabilities ($642 and $0 carried at fair value)
|
| | | | | | | | | $ | 18,445 | | | | | $ | 32,977 | | |
Current portion of credit facilities and other secured borrowings
|
| | | | | | | | | | 248,869 | | | | | | 1,074,125 | | |
Interest payable
|
| | | | | | | | | | 1,205 | | | | | | 5,808 | | |
Lease liabilities, current portion
|
| | | | | | | | | | 13,503 | | | | | | 13,472 | | |
Total current liabilities
|
| | | | | | | | | | 282,022 | | | | | | 1,126,382 | | |
CREDIT FACILITIES – Net of current portion
|
| | | | | | | | | | 148,795 | | | | | | 221,929 | | |
CONVERTIBLE NOTES
|
| | | | | | | | | | 145,512 | | | | | | 140,096 | | |
DERIVATIVE AND WARRANT LIABILITIES
|
| | | | | | | | | | 46,483 | | | | | | 46,235 | | |
LEASE LIABILITIES – Net of current portion
|
| | | | | | | | | | 81,952 | | | | | | 48,435 | | |
OTHER LIABILITIES
|
| | | | | | | | | | 119 | | | | | | 208 | | |
Total liabilities
|
| | | | (2) | | | | | | 704,883 | | | | | | 1,583,285 | | |
COMMITMENTS AND CONTINGENCIES (See Note 17) | | | | | | | | | | | | | | | | | | | |
TEMPORARY EQUITY: | | | | | | | | | | | | | | | | | | | |
Series A convertible preferred stock, 24,784,202 shares authorized, issued, and outstanding as of June 30, 2020 and December 31, 2019; liquidation preference of $9,807 as of June 30, 2020 and December 31, 2019
|
| | | | | | | | | | 9,763 | | | | | | 9,763 | | |
Series B convertible preferred stock, 14,738,907 shares authorized, issued, and outstanding as of June 30, 2020 and December 31, 2019; liquidation preference of $20,182 as of June 30, 2020 and December 31, 2019
|
| | | | | | | | | | 20,049 | | | | | | 20,049 | | |
Series C convertible preferred stock, 17,972,134 shares authorized, issued, and outstanding as of June 30, 2020 and December 31, 2019; liquidation preference of $77,160 as of June 30, 2020 and December 31, 2019
|
| | | | | | | | | | 80,519 | | | | | | 80,519 | | |
Series D convertible preferred stock, 39,539,070 shares authorized as of June 30, 2020 and December 31, 2019; 39,239,070 shares issued and outstanding as of June 30, 2020 and December 31, 2019; liquidation preference of $248,333 as of June 30, 2020 and December 31, 2019
|
| | | | | | | | | | 257,951 | | | | | | 257,951 | | |
Series E convertible preferred stock, 102,588,689 shares authorized as of June 30, 2020 and December 31, 2019; 97,649,658 shares issued and outstanding as of June 30, 2020 and December 31, 2019; liquidation preference of $1,011,319 as of June 30, 2020 and December 31, 2019
|
| | | | | | | | | | 1,013,220 | | | | | | 1,013,220 | | |
Total temporary equity
|
| | | | | | | | | | 1,381,502 | | | | | | 1,381,502 | | |
SHAREHOLDERS’ DEFICIT:
|
| | | | | | | | | | | | | | | | | | |
Common stock, $0.00001 par value, 300,000,000 shares authorized as of June 30, 2020 and December 31, 2019; 52,538,364 and 51,775,096 shares issued and outstanding as of June 30, 2020 and December 31, 2019
|
| | | | | | | | | | — | | | | | | — | | |
Additional paid-in capital
|
| | | | | | | | | | 64,777 | | | | | | 57,362 | | |
Accumulated deficit
|
| | | | | | | | | | (908,598) | | | | | | (790,483) | | |
Accumulated other comprehensive income (loss)
|
| | | | | | | | | | 302 | | | | | | 18 | | |
Total shareholders’ deficit
|
| | | | | | | | | | (843,519) | | | | | | (733,103) | | |
TOTAL LIABILITIES, TEMPORARY EQUITY, AND SHAREHOLDERS’ DEFICIT
|
| | | | | | | | | $ | 1,242,866 | | | | | $ | 2,231,684 | | |
| | |
Six Months Ended June 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
REVENUE:
|
| | | $ | 1,995,622 | | | | | $ | 2,274,284 | | |
COST OF REVENUE
|
| | | | 1,850,001 | | | | | | 2,124,155 | | |
GROSS PROFIT
|
| | | | 145,621 | | | | | | 150,129 | | |
OPERATING EXPENSES: | | | | | | | | | | | | | |
Sales, marketing and operations
|
| | | | 128,954 | | | | | | 192,994 | | |
General and administrative
|
| | | | 58,906 | | | | | | 50,698 | | |
Technology and development
|
| | | | 32,625 | | | | | | 23,141 | | |
Total operating expenses
|
| | | | 220,485 | | | | | | 266,833 | | |
LOSS FROM OPERATIONS
|
| | | | (74,864) | | | | | | (116,704) | | |
WARRANT FAIR VALUE ADJUSTMENT
|
| | | | (890) | | | | | | 4,475 | | |
INTEREST EXPENSE
|
| | | | (45,017) | | | | | | (50,588) | | |
OTHER INCOME – Net
|
| | | | 2,855 | | | | | | 5,332 | | |
LOSS BEFORE INCOME TAXES
|
| | | | (117,916) | | | | | | (157,485) | | |
INCOME TAX EXPENSE
|
| | | | (199) | | | | | | (227) | | |
NET LOSS
|
| | | | (118,115) | | | | | | (157,712) | | |
LESS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
| | | | — | | | | | | 1,217 | | |
NET LOSS ATTRIBUTABLE TO OPENDOOR LABS INC.
|
| | | $ | (118,115) | | | | | $ | (158,929) | | |
Net loss per share attributable to common shareholders: | | | | | | | | | | | | | |
Basic
|
| | | $ | (2.27) | | | | | $ | (3.29) | | |
Diluted
|
| | | $ | (2.27) | | | | | $ | (3.41) | | |
Weighted-average shares outstanding: | | | | | | | | | | | | | |
Basic
|
| | | | 52,121 | | | | | | 48,312 | | |
Diluted
|
| | | | 52,121 | | | | | | 48,312 | | |
| | |
Six Months Ended June 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
NET LOSS
|
| | | $ | (118,115) | | | | | $ | (157,712) | | |
OTHER COMPREHENSIVE INCOME: | | | | | | | | | | | | | |
Unrealized gains on marketable securities
|
| | | | 284 | | | | | | 42 | | |
COMPREHENSIVE LOSS
|
| | | | (117,831) | | | | | | (157,670) | | |
LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
| | | | — | | | | | | 1,217 | | |
COMPREHENSIVE LOSS ATTRIBUTABLE TO
|
| | | | | | | | | | | | |
OPENDOOR LABS INC.
|
| | | $ | (117,831) | | | | | $ | (158,887) | | |
| | |
Temporary Equity
|
| | |
Shareholders’ Deficit
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Series A
Convertible Preferred Stock |
| |
Series B
Convertible Preferred Stock |
| |
Series C
Convertible Preferred Stock |
| |
Series D
Convertible Preferred Stock |
| |
Series E
Convertible Preferred Stock |
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Accumulated
Other Comprehensive Income (Loss) |
| |
Non-
controlling interests |
| |
Total
Shareholders’ Deficit |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BALANCE –
December 31, 2018 |
| | | | 24,784,202 | | | | | $ | 9,763 | | | | | | 14,738,907 | | | | | $ | 20,049 | | | | | | 17,972,134 | | | | | $ | 80,519 | | | | | | 33,919,032 | | | | | $ | 222,951 | | | | | | 76,426,829 | | | | | $ | 730,582 | | | | | | | 48,137,116 | | | | | $ | — | | | | | $ | 31,201 | | | | | $ | (446,056) | | | | | $ | (2) | | | | | $ | 1,491 | | | | | $ | (413,366) | | |
Issuance of Series E-2 preferred stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 21,222,829 | | | | | | 282,638 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Vesting of restricted stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 436,411 | | | | | | — | | | | | | 600 | | | | | | — | | | | | | — | | | | | | — | | | | | | 600 | | |
Exercise of stock options
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 1,021,316 | | | | | | — | | | | | | 1,872 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,872 | | |
Repurchase of common stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | (500,000) | | | | | | — | | | | | | (590) | | | | | | (3,410) | | | | | | — | | | | | | — | | | | | | (4,000) | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 6,635 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,635 | | |
Other comprehensive income
income – net |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 42 | | | | | | — | | | | | | 42 | | |
Net income (loss)
|
| | | | —. | | | | | | —. | | | | | | —. | | | | | | —. | | | | | | —. | | | | | | —. | | | | | | —. | | | | | | —. | | | | | | —. | | | | | | —. | | | | | | | — | | | | | | — | | | | | | — | | | | | | (158,929) | | | | | | — | | | | | | 1,217 | | | | | | (157,712) | | |
BALANCE –
June 30, 2019 |
| | | | 24,784,202 | | | | | $ | 9,763 | | | | | | 14,738,907 | | | | | $ | 20,049 | | | | | | 17,972,134 | | | | | $ | 80,519 | | | | | | 33,919,032 | | | | | $ | 222,951 | | | | | | 97,649,658 | | | | | $ | 1,013,220 | | | | | | | 49,094,843 | | | | | $ | — | | | | | $ | 39,718 | | | | | $ | (608,395) | | | | | $ | 40 | | | | | $ | 2,708 | | | | | $ | (565,929) | | |
BALANCE –
December 31,2019 |
| | | | 24,784,202 | | | | | $ | 9,763 | | | | | | 14,738,907 | | | | | $ | 20,049 | | | | | | 17,972,134 | | | | | $ | 80,519 | | | | | | 39,239,070 | | | | | $ | 257,951 | | | | | | 97,649,658 | | | | | $ | 1,013,220 | | | | | | | 51,775,096 | | | | | $ | — | | | | | $ | 57,362 | | | | | $ | (790,483) | | | | | $ | 18 | | | | | $ | — | | | | | $ | (733,103) | | |
Vesting of restricted stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 486,253 | | | | | | — | | | | | | 74 | | | | | | — | | | | | | — | | | | | | — | | | | | | 74 | | |
Exercise of stock options
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 277,015 | | | | | | — | | | | | | 701 | | | | | | — | | | | | | — | | | | | | — | | | | | | 701 | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 6,640 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,640 | | |
Other comprehensive income
income – net |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 284 | | | | | | — | | | | | | 284 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (118,115) | | | | | | — | | | | | | — | | | | | | (118,115) | | |
BALANCE –
June 30, 2020 |
| | | | 24,784,202 | | | | | $ | 9,763 | | | | | | 14,738,907 | | | | | $ | 20,049 | | | | | | 17,972,134 | | | | | $ | 80,519 | | | | | | 39,239,070 | | | | | $ | 257,951 | | | | | | 97,649,658 | | | | | $ | 1,013,220 | | | | | | | 52,538,364 | | | | | $ | — | | | | | $ | 64,777 | | | | | $ | (908,598) | | | | | $ | 302 | | | | | $ | — | | | | | $ | (843,519) | | |
| | |
Six Months Ended June 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (118,115) | | | | | $ | (157,712) | | |
Adjustments to reconcile net loss to cash, cash equivalents, and restricted cash provided by (used in) operating activities:
|
| | | | | | | | | | | | |
Depreciation and amortization—net of accretion
|
| | | | 20,065 | | | | | | 10,195 | | |
Amortization of right of use assets
|
| | | | 8,712 | | | | | | 6,310 | | |
Stock-based compensation
|
| | | | 6,640 | | | | | | 6,045 | | |
Warrant fair value adjustment
|
| | | | 890 | | | | | | (4,475) | | |
Inventory valuation adjustment
|
| | | | 7,452 | | | | | | 12,233 | | |
Changes in fair value of derivative instruments
|
| | | | (527) | | | | | | 867 | | |
Payment-in-kind interest
|
| | | | 2,704 | | | | | | — | | |
Net fair value adjustments and gain (loss) on sale of mortgage loans held for sale
|
| | | | (829) | | | | | | (46) | | |
Origination of mortgage loans held for sale
|
| | | | (42,636) | | | | | | (2,909) | | |
Proceeds from sale and principal collection of mortgage loans held for sale
|
| | | | 34,397 | | | | | | 2,149 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Escrow receivable
|
| | | | 4,178 | | | | | | (18,052) | | |
Real estate inventories
|
| | | | 1,035,088 | | | | | | 83,353 | | |
Other assets
|
| | | | 10,809 | | | | | | (6,849) | | |
Accounts payable and other accrued liabilities
|
| | | | (8,881) | | | | | | (1,539) | | |
Interest payable
|
| | | | (3,044) | | | | | | (162) | | |
Lease liabilities
|
| | | | (6,556) | | | | | | (6,098) | | |
Net cash provided by (used in) operating activities
|
| | | | 950,347 | | | | | | (76,690) | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (10,753) | | | | | | (15,270) | | |
Purchase of marketable securities
|
| | | | (113,833) | | | | | | (42,092) | | |
Proceeds from sales, maturities, redemptions and paydowns of marketable securities
|
| | | | 55,666 | | | | | | 15,594 | | |
Net cash used in investing activities
|
| | | | (68,920) | | | | | | (41,768) | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | |
Proceeds from issuance of Series E-2 preferred stock
|
| | | | — | | | | | | 282,875 | | |
Issuance cost of Series E-2 preferred stock
|
| | | | — | | | | | | (237) | | |
Proceeds from exercise of stock options
|
| | | | 688 | | | | | | 1,934 | | |
Proceeds from credit facilities and other secured borrowings
|
| | | | 824,597 | | | | | | 1,693,340 | | |
Principal payments on credit facilities and other secured borrowings
|
| | | | (1,723,443) | | | | | | (1,683,700) | | |
Payment of loan origination fees and debt issuance costs
|
| | | | (2,386) | | | | | | (2,854) | | |
Repurchase of common stock at fair value
|
| | | | — | | | | | | (3,410) | | |
Net cash provided by (used in) financing activities
|
| | | | (900,544) | | | | | | 287,948 | | |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
| | | | (19,117) | | | | | | 169,490 | | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – Beginning of year
|
| | | | 684,822 | | | | | | 405,771 | | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – End of period
|
| | | $ | 665,705 | | | | | $ | 575,261 | | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION – Cash paid during the period for interest
|
| | | $ | 40,333 | | | | | $ | 45,617 | | |
RECONCILIATION TO CONSOLIDATED BALANCE SHEETS: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 458,058 | | | | | $ | 423,319 | | |
Restricted cash
|
| | | | 207,647 | | | | | | 151,942 | | |
Cash, cash equivalents, and restricted cash
|
| | | $ | 665,705 | | | | | $ | 575,261 | | |
| | |
For the six months ended June 30,
|
| |||||||||
(unaudited)
|
| |
2020
|
| |
2019
|
| ||||||
Revenue | | | | $ | 1,995,622 | | | | | $ | 2,289,969 | | |
Net loss
|
| | | $ | (118,115) | | | | | $ | (160,418) | | |
| | |
June 30, 2020
|
| |
December 31, 2019
|
| ||||||
Work-in-process
|
| | | $ | 14,656 | | | | | $ | 179,419 | | |
Finished goods
|
| | | | 249,053 | | | | | | 1,132,950 | | |
Total real estate inventory
|
| | | $ | 263,709 | | | | | $ | 1,312,369 | | |
|
| | |
June 30, 2020
|
| |||||||||||||||||||||||||||||||||
| | |
Cost
Basis |
| |
Unrealized
Gains |
| |
Unrealized
Losses |
| |
Fair Value
|
| |
Cash and Cash
Equivalents |
| |
Marketable
Securities |
| ||||||||||||||||||
Cash
|
| | | $ | 421,562 | | | | | $ | — | | | | | $ | — | | | | | $ | 421,562 | | | | | $ | 421,562 | | | | | $ | — | | |
Money market funds
|
| | | | 6,248 | | | | | | — | | | | | | — | | | | | | 6,248 | | | | | | 6,248 | | | | | | — | | |
Commercial paper
|
| | | | 52,928 | | | | | | 17 | | | | | | — | | | | | | 52,945 | | | | | | 30,248 | | | | | | 22,697 | | |
Corporate debt securities
|
| | | | 51,464 | | | | | | 195 | | | | | | (1) | | | | | | 51,658 | | | | | | — | | | | | | 51,658 | | |
Asset-backed securities
|
| | | | 26,910 | | | | | | 93 | | | | | | (2) | | | | | | 27,001 | | | | | | — | | | | | | 27,001 | | |
Non-U.S. securities
|
| | | | 700 | | | | | | — | | | | | | — | | | | | | 700 | | | | | | — | | | | | | 700 | | |
Total
|
| | | $ | 559,812 | | | | | $ | 305 | | | | | $ | (3) | | | | | $ | 560,114 | | | | | $ | 458,058 | | | | | $ | 102,056 | | |
|
| | |
December 31, 2019
|
| |||||||||||||||||||||||||||||||||
| | |
Cost
Basis |
| |
Unrealized
Gains |
| |
Unrealized
Losses |
| |
Fair Value
|
| |
Cash and Cash
Equivalents |
| |
Marketable
Securities |
| ||||||||||||||||||
Cash
|
| | | $ | 366,358 | | | | | $ | — | | | | | $ | — | | | | | $ | 366,358 | | | | | $ | 366,358 | | | | | $ | — | | |
Money market funds
|
| | | | 30,935 | | | | | | — | | | | | | — | | | | | | 30,935 | | | | | | 30,935 | | | | | | — | | |
Commercial paper
|
| | | | 19,997 | | | | | | 1 | | | | | | (4) | | | | | | 19,994 | | | | | | 7,038 | | | | | | 12,956 | | |
Corporate debt securities
|
| | | | 16,417 | | | | | | 12 | | | | | | (1) | | | | | | 16,428 | | | | | | — | | | | | | 16,428 | | |
U.S. agency securities
|
| | | | 749 | | | | | | — | | | | | | — | | | | | | 749 | | | | | | 749 | | | | | | — | | |
U.S. Treasury securities
|
| | | | 1,000 | | | | | | — | | | | | | — | | | | | | 1,000 | | | | | | — | | | | | | 1,000 | | |
Asset-backed securities
|
| | | | 12,482 | | | | | | 12 | | | | | | (2) | | | | | | 12,492 | | | | | | — | | | | | | 12,492 | | |
Non-U.S. securities
|
| | | | 700 | | | | | | — | | | | | | — | | | | | | 700 | | | | | | — | | | | | | 700 | | |
Total
|
| | | $ | 448,638 | | | | | $ | 25 | | | | | $ | (7) | | | | | $ | 448,656 | | | | | $ | 405,080 | | | | | $ | 43,576 | | |
| | |
Less than 12 months
|
| |
12 Months or Greater
|
| |
Total
|
| |||||||||||||||||||||||||||
June 30, 2020
|
| |
Fair
Value |
| |
Unrealized
Losses |
| |
Fair
Value |
| |
Unrealized
Losses |
| |
Fair
Value |
| |
Unrealized
Losses |
| ||||||||||||||||||
Commercial paper
|
| | | $ | 11,100 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 11,100 | | | | | $ | — | | |
Corporate-debt securities
|
| | | | 2,763 | | | | | | (1) | | | | | | — | | | | | | — | | | | | | 2,763 | | | | | | (1) | | |
Asset-backed securities
|
| | | | 3,090 | | | | | | (2) | | | | | | — | | | | | | — | | | | | | 3,090 | | | | | | (2) | | |
Non-U.S. securities
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | $ | 16,953 | | | | | $ | (3) | | | | | $ | — | | | | | $ | — | | | | | $ | 16,953 | | | | | $ | (3) | | |
|
| | |
Less than 12 months
|
| |
12 Months or Greater
|
| |
Total
|
| |||||||||||||||||||||||||||
December 31, 2019
|
| |
Fair
Value |
| |
Unrealized
Losses |
| |
Fair
Value |
| |
Unrealized
Losses |
| |
Fair
Value |
| |
Unrealized
Losses |
| ||||||||||||||||||
Commercial paper
|
| | | $ | 15,059 | | | | | $ | (4) | | | | | $ | — | | | | | $ | — | | | | | $ | 15,059 | | | | | $ | (4) | | |
Corporate-debt securities
|
| | | | 3,166 | | | | | | (1) | | | | | | — | | | | | | — | | | | | | 3,166 | | | | | | (1) | | |
Asset-backed securities
|
| | | | 4,258 | | | | | | (2) | | | | | | — | | | | | | — | | | | | | 4,258 | | | | | | (2) | | |
Non-U.S. securities
|
| | | | 700 | | | | | | — | | | | | | — | | | | | | — | | | | | | 700 | | | | | | — | | |
Total
|
| | | $ | 23,183 | | | | | $ | (7) | | | | | $ | — | | | | | $ | — | | | | | $ | 23,183 | | | | | $ | (7) | | |
|
| | |
Fair Value
|
| |
Within
1 Year |
| ||||||
Commercial paper
|
| | | $ | 52,945 | | | | | $ | 52,945 | | |
Corporate-debt securities
|
| | | | 51,658 | | | | | | 51,658 | | |
Asset-backed securities
|
| | | | 27,001 | | | | | | 27,001 | | |
Non-U.S. securities
|
| | | | 700 | | | | | | 700 | | |
Total
|
| | | $ | 132,304 | | | | | $ | 132,304 | | |
| | |
Notional
Amount |
| |
Fair Value Derivatives
|
| ||||||||||||
As of June 30, 2020
|
| |
Asset
|
| |
Liability
|
| ||||||||||||
Interest rate caps
|
| | | $ | 100,000 | | | | | $ | — | | | | | $ | — | | |
Interest rate lock commitments
|
| | | | 20,370 | | | | | | 626 | | | | | | — | | |
Embedded conversion options
|
| | | | 182,956 | | | | | | — | | | | | | 41,697 | | |
| | |
Notional
Amount |
| |
Fair Value Derivatives
|
| ||||||||||||
As of December 31, 2019
|
| |
Asset
|
| |
Liability
|
| ||||||||||||
Interest rate caps
|
| | | $ | 100,000 | | | | | $ | 4 | | | | | $ | — | | |
Interest rate lock commitments
|
| | | | 3,429 | | | | | | 95 | | | | | | — | | |
Embedded conversion options
|
| | | | 180,252 | | | | | | — | | | | | | 41,697 | | |
| | |
Six Months ended June 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Net gains (losses) recognized on derivative instruments: | | | | | | | | | | | | | |
Revenue
|
| | | $ | 531 | | | | | $ | 54 | | |
Other income, net
|
| | | $ | (4) | | | | | $ | (682) | | |
| | |
June 30, 2020
|
| |
December 31, 2019
|
| ||||||
Assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 13,491 | | | | | $ | 86,526 | | |
Restricted cash
|
| | | | 188,379 | | | | | | 268,368 | | |
Real estate inventory
|
| | | | 259,652 | | | | | | 1,312,194 | | |
Other(a) | | | | | 12,459 | | | | | | 25,793 | | |
Total assets
|
| | | $ | 473,981 | | | | | $ | 1,692,881 | | |
Liabilities | | | | | | | | | | | | | |
Credit facilities
|
| | | $ | 386,955 | | | | | $ | 1,264,913 | | |
Other(b) | | | | | 4,542 | | | | | | 14,983 | | |
Total liabilities
|
| | | $ | 391,497 | | | | | $ | 1,279,896 | | |
As of June 30, 2020
|
| |
Borrowing
Capacity |
| |
Outstanding
Amount |
| |
Weighted
Average Interest Rate |
| |
End of Revolving
Period |
| |
Final Maturity
Date |
| |||||||||
Revolving Facility 2018-1
|
| | | $ | 250,000 | | | | | $ | 15,241 | | | | | | 4.50% | | | |
July 11, 2020
|
| |
July 11, 2020
|
|
Revolving Facility 2018-2
|
| | | | 750,000 | | | | | | 24,457 | | | | | | 4.61% | | | |
September 4, 2020
|
| |
September 4, 2020
|
|
Revolving Facility 2018-3
|
| | | | 100,000 | | | | | | 26,220 | | | | | | 4.54% | | | |
June 1, 2023
|
| |
June 1, 2023
|
|
Revolving Facility 2019-1
|
| | | | 300,000 | | | | | | 29,110 | | | | | | 3.93% | | | |
June 5, 2021
|
| |
June 5, 2021
|
|
Revolving Facility 2019-2
|
| | | | 1,030,000 | | | | | | 118,768 | | | | | | 3.46% | | | |
July 8, 2021
|
| |
July 7, 2022
|
|
Revolving Facility 2019-3
|
| | | | 375,000 | | | | | | 24,363 | | | | | | 4.08% | | | |
August 20, 2021
|
| |
August 19, 2022
|
|
Total
|
| | | $ | 2,805,000 | | | | | $ | 238,159 | | | | | | | | | | | | | | |
|
As of December 31, 2019
|
| |
Outstanding
Amount |
| |
Weighted
Average Interest Rate |
| ||||||
Revolving Facility 2016-1
|
| | | $ | 39,346 | | | | | | 6.17% | | |
Revolving Facility 2017-1
|
| | | | 25,758 | | | | | | 7.00% | | |
Revolving Facility 2018-1
|
| | | | 126,450 | | | | | | 5.62% | | |
Revolving Facility 2018-2
|
| | | | 194,293 | | | | | | 6.00% | | |
Revolving Facility 2018-3
|
| | | | 111,411 | | | | | | 4.65% | | |
Revolving Facility 2019-1
|
| | | | 206,399 | | | | | | 3.81% | | |
Revolving Facility 2019-2
|
| | | | 327,226 | | | | | | 3.41% | | |
Revolving Facility 2019-3
|
| | | | 42,812 | | | | | | 3.02% | | |
Total
|
| | | $ | 1,073,695 | | | | | | | | |
As of June 30, 2020
|
| |
Borrowing
Capacity |
| |
Outstanding
Amount |
| |
Interest
Rate |
| |
End of Draw
Period |
| |
Final Maturity
Date |
| |||||||||
Term Debt Facility 2016-M1
|
| | | $ | 149,000 | | | | | $ | 40,000 | | | | | | 10.00% | | | |
October 31, 2022
|
| |
April 30, 2024
|
|
Term Debt Facility 2019-M1
|
| | | | 54,000 | | | | | | 15,000 | | | | | | 15.00% | | | |
August 15, 2023
|
| |
February 15, 2025
|
|
Term Debt Facility 2020-M1
|
| | | | 300,000 | | | | | | 100,000 | | | | | | 10.00% | | | |
January 23, 2023
|
| |
January 23, 2026
|
|
Total
|
| | | $ | 503,000 | | | | | $ | 155,000 | | | | | | | | | | | | | | |
| | |
Issuance Costs, Net
|
| | | | (6,205) | | | | | | | | | | | | | | | |||
| | |
Carrying Value
|
| | | $ | 148,795 | | | | | | | | | | | | | | |
As of June 30, 2020
|
| |
Borrowing
Capacity |
| |
Outstanding
Amount |
| |
Weighted
Average Interest Rate |
| |
End of
Revolving Period |
| |
Final Maturity
Date |
| |||||||||
Repo Facility 2019-R1
|
| | | $ | 50,000 | | | | | $ | 10,709 | | | | | | 1.97% | | | |
April 29, 2021
|
| |
April 29, 2021
|
|
As of December 31, 2019
|
| |
Outstanding
Amount |
| |
Weighted
Average Interest Rate |
| ||||||
Repo Facility 2019-R1
|
| | | $ | 2,021 | | | | | | 3.98% | | |
Asset / Liability Class
|
| |
Valuation Methodology, Inputs and
Assumptions |
| |
Classification
|
|
Cash and cash equivalents
|
| | Carrying value is a reasonable estimate of fair value based short-term nature of the instruments. | | | Estimated fair value classified as Level 1 | |
Restricted cash
|
| | Carrying value is a reasonable estimate of fair value based short-term nature of the instruments. | | | Estimated fair value classified as Level 1 | |
Marketable securities
|
| | Prices obtained from third-party vendors that compile prices from various sources and often apply matrix pricing for similar securities when no price is observable. | | | Level 2 recurring fair value measurement | |
Asset / Liability Class
|
| |
Valuation Methodology, Inputs and
Assumptions |
| |
Classification
|
|
Other current assets | | | | | | | |
Interest rate caps | | | Prices obtained from derivative broker that compiles prices identical or similar instruments, when available. | | | Level 2 recurring fair value measurement | |
Mortgage loans held for sale pledged under agreements to repurchase | | | Fair value is estimated based on observable market data including quoted market prices, deal price quotes, and sale commitments. | | | Level 2 recurring fair value measurement | |
Interest rate lock commitments | | | Fair value of the underlying loan based on quoted market prices in the secondary market and sale commitments. | | | Level 2 recurring fair value measurement | |
Credit facilities and other secured borrowings | | | | | | | |
Credit facilities | | | Fair value is estimated using discounted cash flows based on current lending rates for similar credit facilities with similar terms and remaining time to maturity. | | | Carried at amortized cost. Estimated fair value classified as Level 2. | |
Loans sold under agreements to repurchase | | | Fair value is estimated using discounted cash flows based on current lending rates for similar asset-backed financing facilities with similar terms and remaining time to maturity. | | | Carried at amortized cost. Estimated fair value classified as Level 2. | |
| | | | | | | |
Convertible notes | | | Fair value is estimated using discounted cash flows based on current lending rates for term notes with similar remaining time to maturity. | | | Carried at amortized cost. Estimated fair value classified as Level 2 | |
Derivative and warrant liabilities | | | | | | | |
Warrant liabilities | | | Fair value is estimated using the Black-Scholes-Merton option pricing model with inputs and assumptions including the Company’s equity valuation, expected volatility, expected duration of the warrants, and associated risk-free rate. | | | Level 3 recurring fair value measurement | |
Embedded conversion options | | | Fair value is estimated using a lattice model incorporating the probabilities of various conversion scenarios with respect to timing and conversion features under the terms of the convertible notes. | | | Level 3 recurring fair value measurement | |
| | |
Fair Value as of
June 30, 2020 |
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
Marketable securities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate debt securities
|
| | | $ | 51,658 | | | | | $ | — | | | | | $ | 51,658 | | | | | $ | — | | |
Asset-backed securities
|
| | | | 27,001 | | | | | | — | | | | | | 27,001 | | | | | | — | | |
Commercial paper
|
| | | | 22,697 | | | | | | — | | | | | | 22,697 | | | | | | — | | |
Non-U.S. securities
|
| | | | 700 | | | | | | — | | | | | | 700 | | | | | | — | | |
Mortgage loans held for sale pledged under agreements to repurchase
|
| | | | 11,185 | | | | | | — | | | | | | 11,185 | | | | | | — | | |
Other current assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest rate lock commitments
|
| | | | 626 | | | | | | — | | | | | | 626 | | | | | | — | | |
Total assets
|
| | | $ | 113,867 | | | | | $ | — | | | | | $ | 113,867 | | | | | $ | — | | |
Accounts payable and other accrued liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Warrants liabilities – current
|
| | | $ | 642 | | | | | $ | — | | | | | $ | — | | | | | $ | 642 | | |
Derivative and warrant liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Warrant liabilities – net of current
|
| | | | 4,786 | | | | | | — | | | | | | — | | | | | | 4,786 | | |
Embedded conversion options
|
| | | | 41,697 | | | | | | — | | | | | | — | | | | | | 41,697 | | |
Total liabilities
|
| | | $ | 47,125 | | | | | $ | — | | | | | $ | — | | | | | $ | 47,125 | | |
|
| | |
Fair Value as of
December 31, 2019 |
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
Marketable securities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate debt securities
|
| | | $ | 16,428 | | | | | $ | — | | | | | $ | 16,428 | | | | | $ | — | | |
Asset-backed securities
|
| | | | 12,492 | | | | | | — | | | | | | 12,492 | | | | | | — | | |
Commercial paper
|
| | | | 12,956 | | | | | | — | | | | | | 12,956 | | | | | | — | | |
Non-U.S. securities
|
| | | | 700 | | | | | | — | | | | | | 700 | | | | | | — | | |
U.S. Treasury securities
|
| | | | 1,000 | | | | | | — | | | | | | 1,000 | | | | | | — | | |
Mortgage loans held for sale pledged under agreements to repurchase
|
| | | | 2,116 | | | | | | — | | | | | | 2,116 | | | | | | — | | |
Other current assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest rate caps
|
| | | | 4 | | | | | | — | | | | | | 4 | | | | | | — | | |
Interest rate lock commitments
|
| | | | 95 | | | | | | | | | | | | 95 | | | | | | | | |
Total assets
|
| | | $ | 45,791 | | | | | $ | — | | | | | $ | 45,791 | | | | | $ | — | | |
Derivative and warrant liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Warrants
|
| | | $ | 4,538 | | | | | $ | — | | | | | $ | — | | | | | $ | 4,538 | | |
Embedded conversion options
|
| | | | 41,697 | | | | | | — | | | | | | — | | | | | | 41,697 | | |
Total liabilities
|
| | | $ | 46,235 | | | | | $ | — | | | | | $ | — | | | | | $ | 46,235 | | |
|
| | |
As of June 30, 2020
|
| |||||||||||||||||||||
| | |
Carrying
Value |
| |
Fair Value
|
| |
Level 1
|
| |
Level 2
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 458,058 | | | | | $ | 458,058 | | | | | $ | 458,058 | | | | | $ | — | | |
Restricted cash
|
| | | | 207,647 | | | | | | 207,647 | | | | | | 207,647 | | | | | | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Credit facilities and other secured borrowings
|
| | | $ | 397,664 | | | | | $ | 397,664 | | | | | $ | — | | | | | $ | 397,664 | | |
Convertible notes
|
| | | | 145,512 | | | | | | 182,956 | | | | | | — | | | | | | 182,956 | | |
| | |
As of December 31, 2019
|
| |||||||||||||||||||||
| | |
Carrying
Value |
| |
Fair Value
|
| |
Level 1
|
| |
Level 2
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 405,080 | | | | | $ | 405,080 | | | | | $ | 405,080 | | | | | $ | — | | |
Restricted cash
|
| | | | 279,742 | | | | | | 279,742 | | | | | | 279,742 | | | | | | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Credit facilities and other secured borrowings
|
| | | $ | 1,296,054 | | | | | $ | 1,296,054 | | | | | $ | — | | | | | $ | 1,296,054 | | |
Convertible notes
|
| | | | 140,096 | | | | | | 180,252 | | | | | | — | | | | | | 180,252 | | |
| | |
Warrants
|
| |
Embedded Conversion
Option |
| ||||||
Balance at January 1, 2019
|
| | | $ | 18,022 | | | | | $ | — | | |
Net change in fair value
|
| | | | (7,413) | | | | | | — | | |
Issuances
|
| | | | 1,170 | | | | | | 41,697 | | |
Exercise of warrants
|
| | | | (7,241) | | | | | | — | | |
Balance as of December 31, 2019
|
| | | | 4,538 | | | | | | 41,697 | | |
Net change in fair value
|
| | | | 890 | | | | | | — | | |
Balance as of June 30, 2020
|
| | | $ | 5,428 | | | | | $ | 41,697 | | |
| | |
June 30,
2020 |
| |
December 31,
2019 |
| ||||||
Internally developed software
|
| | | $ | 41,330 | | | | | $ | 33,765 | | |
Software implementation costs
|
| | | | 1,591 | | | | | | 1,214 | | |
Computers
|
| | | | 5,536 | | | | | | 7,777 | | |
Security systems
|
| | | | 559 | | | | | | 4,927 | | |
Furniture and fixtures
|
| | | | 3,110 | | | | | | 2,843 | | |
Leasehold improvements
|
| | | | 4,081 | | | | | | 2,748 | | |
Office equipment
|
| | | | 1,911 | | | | | | 1,794 | | |
Total
|
| | | | 58,118 | | | | | | 55,068 | | |
Accumulated depreciation and amortization
|
| | | | (24,179) | | | | | | (20,462) | | |
Property and equipment – net
|
| | | $ | 33,939 | | | | | $ | 34,606 | | |
| | |
Gross
Carrying Amount |
| |
Accumulated
Amortization |
| |
Net
Carrying Amount |
| |
Weighted Average
Useful Life (Years) |
| ||||||||||||
Developed technology
|
| | | $ | 2,921 | | | | | $ | (2,607) | | | | | $ | 314 | | | | | | 2 | | |
Customer relationships
|
| | | | 7,400 | | | | | | (1,878) | | | | | | 5,522 | | | | | | 5 | | |
Trademarks
|
| | | | 5,400 | | | | | | (1,141) | | | | | | 4,259 | | | | | | 5 | | |
Non-competition agreements
|
| | | | 100 | | | | | | (90) | | | | | | 10 | | | | | | 2 | | |
Intangible assets – net
|
| | | $ | 15,821 | | | | | $ | (5,716) | | | | | $ | 10,105 | | | | | | | | |
| | |
June 30,
2020 |
| |
December 31,
2019 |
| ||||||
Accrued expenses due to vendors
|
| | | $ | 7,062 | | | | | $ | 16,342 | | |
Accounts payable due to vendors
|
| | | | 2,012 | | | | | | 6,453 | | |
Accrued property and franchise taxes
|
| | | | 2,196 | | | | | | 5,739 | | |
Accrued payroll and other employee related expenses
|
| | | | 4,677 | | | | | | 3,328 | | |
Other
|
| | | | 2,498 | | | | | | 1,115 | | |
Total accounts payable and other accrued liabilities
|
| | | $ | 18,445 | | | | | $ | 32,977 | | |
| | |
Number of
Options (in thousands) |
| |
Weighted-
Average Exercise Price |
| |
Weighted-
Average Remaining Contractual Term (in years) |
| |
Aggregate
Intrinsic Value (in thousands) |
| ||||||||||||
Balance – December 31, 2019
|
| | | | 22,633 | | | | | | 3.00 | | | | | | 6.9 | | | | | | 110,481 | | |
Exercised
|
| | | | (277) | | | | | | 2.46 | | | | | | | | | | | | | | |
Forfeited
|
| | | | (2,512) | | | | | | 3.68 | | | | | | | | | | | | | | |
Expired
|
| | | | (583) | | | | | | 3.61 | | | | | | | | | | | | | | |
Balance – June 30, 2020
|
| | | | 19,261 | | | | | | 2.91 | | | | | | 6.2 | | | | | | 95,752 | | |
Exercisable – June 30, 2020
|
| | | | 12,446 | | | | | | 2.32 | | | | | | 5.2 | | | | | | 69,198 | | |
| | |
Number of
RSUs (in thousands) |
| |
Weighted-
Average Grant-Date Fair Value |
| ||||||
Unvested and outstanding – December 31, 2019
|
| | | | 14,070 | | | | | $ | 6.80 | | |
Granted
|
| | | | 5,097 | | | | | | 7.88 | | |
Forfeited
|
| | | | (2,311) | | | | | | 6.85 | | |
Unvested and outstanding – June 30, 2020
|
| | | | 16,856 | | | | | | 7.11 | | |
Vested and outstanding – June 30, 2020
|
| | | | — | | | | | | — | | |
| | |
Number of
Restricted Shares (In thousands) |
| |
Average
Grant-Date Fair Value |
| ||||||
Unvested – December 31, 2019
|
| | | | 2,156 | | | | | | 5.98 | | |
Vested
|
| | | | (445) | | | | | | 5.95 | | |
Unvested – June 30, 2020
|
| | | | 1,711 | | | | | | 5.99 | | |
| | |
Six Months Ended June 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Stock options
|
| | | | 4,005 | | | | | | 4,598 | | |
Excess of the repurchase price over the fair value of common stock awards repurchased
|
| | | | — | | | | | | 590 | | |
Vesting of restricted shares
|
| | | | 2,635 | | | | | | 1,447 | | |
Total stock-based compensation expense
|
| | | | 6,640 | | | | | | 6,635 | | |
| | |
2019
Range |
|
Fair value
|
| |
$6.82
|
|
Volatility
|
| |
32%
|
|
Risk-free rate
|
| |
1.80% – 2.34%
|
|
Expected life (in years)
|
| |
5 – 7
|
|
Expected dividend
|
| |
$—
|
|
| | |
For the Six Months Ended June 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Basic net loss per share: | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | |
Net Loss
|
| | | $ | (118,115) | | | | | $ | (157,712) | | |
Minus: Net income attributed to noncontrolling interests
|
| | | | — | | | | | | 1,217 | | |
Net loss attributable to common shareholders – basic
|
| | | $ | (118,115) | | | | | $ | (158,929) | | |
Denominator: | | | | | | | | | | | | | |
Weighted average shares outstanding – basic and diluted
|
| | | | 52,121 | | | | | | 48,312 | | |
Basic net loss per share
|
| | | $ | (2.27) | | | | | $ | (3.29) | | |
Diluted net loss per share: | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | |
Net Loss
|
| | | $ | (118,115) | | | | | | (157,712) | | |
Minus: Net income attributed to noncontrolling interests
|
| | | | — | | | | | | 1,217 | | |
Minus: Gain on liability-classified warrants
|
| | | | — | | | | | | 5,808 | | |
Net loss attributable to common shareholders – diluted
|
| | | $ | (118,115) | | | | | $ | (164,737) | | |
Denominator: | | | | | | | | | | | | | |
Weighted average shares outstanding – basic and diluted
|
| | | | 52,121 | | | | | | 48,312 | | |
Diluted net loss per share
|
| | | $ | (2.27) | | | | | $ | (3.41) | | |
| | |
For the Six Months Ended June 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Common Stock Warrants
|
| | | | 2,084 | | | | | | 2,081 | | |
Series D Preferred Stock Warrants
|
| | | | 300 | | | | | | 300 | | |
Series E Preferred Stock Warrants
|
| | | | 225 | | | | | | 75 | | |
RSUs
|
| | | | 16,856 | | | | | | 8,602 | | |
Options
|
| | | | 19,261 | | | | | | 25,367 | | |
Unvested Shares from Early Exercise
|
| | | | 62 | | | | | | 377 | | |
Restricted Shares
|
| | | | 1,711 | | | | | | 1,766 | | |
Redeemable convertible preferred stock
|
| | | | 194,384 | | | | | | 189,064 | | |
Total anti-dilutive securities
|
| | | | 234,883 | | | | | | 227,632 | | |
|
| | | | | |
As of December 31,
|
| |||||||||
| | | | | |
2019
|
| |
2018
|
| ||||||
Series C convertible preferred stock, 17,972,134 shares authorized as of
December 31, 2019 and 2018; 17,972,134 shares issued and outstanding as of December 31, 2019 and 2018; liquidation preference of $77,160 as of December 31, 2019 and 2018 |
| | | | | | | 80,519 | | | | | | 80,519 | | |
Series D convertible preferred stock, 39,539,070 and 39,557,594 shares authorized as of December 31, 2019 and 2018; 39,239,070 and 33,919,032 shares issued and outstanding as of December 31, 2019 and 2018; liquidation preference of $248,333 and $213,333 as of December 31, 2019 and 2018
|
| | | | | | | 257,951 | | | | | | 222,951 | | |
Series E convertible preferred stock, 102,588,689 and 78,441,874 shares
authorized as of December 31, 2019 and 2018; 97,649,658 and 76,426,829 shares issued and outstanding as of December 31, 2019 and 2018; liquidation preference of $1,011,319 and $728,444 as of December 31, 2019 and 2018 |
| | | | | | | 1,013,220 | | | | | | 730,582 | | |
Total temporary equity
|
| | | | | | | 1,381,502 | | | | | | 1,063,864 | | |
SHAREHOLDERS’ DEFICIT | | | | | | | | | | | | | | | | |
Common stock, $0.00001 par value, 300,000,000 and 274,000,000
shares authorized as of December 31, 2019 and 2018; 51,775,096 and 48,137,116 shares issued and outstanding as of December 31, 2019 and 2018 |
| | | | | | | — | | | | | | — | | |
Additional paid-in capital
|
| | | | | | | 57,362 | | | | | | 31,201 | | |
Accumulated deficit
|
| | | | | | | (790,483) | | | | | | (446,056) | | |
Accumulated other comprehensive income (loss)
|
| | | | | | | 18 | | | | | | (2) | | |
Total shareholders’ deficit of Opendoor Labs Inc.
|
| | | | | | | (733,103) | | | | | | (414,857) | | |
Non-controlling interests
|
| | | | | | | — | | | | | | 1,491 | | |
Total shareholders’ deficit
|
| | | | | | | (733,103) | | | | | | (413,366) | | |
TOTAL LIABILITIES, TEMPORARY EQUITY, AND SHAREHOLDERS’ DEFICIT
|
| | | | | | $ | 2,231,684 | | | | | $ | 1,842,295 | | |
|
| | |
For the years ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
REVENUE
|
| | | $ | 4,740,583 | | | | | $ | 1,838,066 | | | | | $ | 711,066 | | |
COST OF REVENUE
|
| | | | 4,439,333 | | | | | | 1,704,638 | | | | | | 644,719 | | |
GROSS PROFIT
|
| | | | 301,250 | | | | | | 133,428 | | | | | | 66,347 | | |
OPERATING EXPENSES: | | | | | | | | | | | | | | | | | | | |
Sales, marketing and operations
|
| | | | 384,416 | | | | | | 196,292 | | | | | | 74,938 | | |
General and administrative
|
| | | | 113,446 | | | | | | 72,350 | | | | | | 36,928 | | |
Technology and development
|
| | | | 51,222 | | | | | | 28,458 | | | | | | 16,123 | | |
Total operating expenses
|
| | | | 549,084 | | | | | | 297,100 | | | | | | 127,989 | | |
LOSS FROM OPERATIONS
|
| | | | (247,834) | | | | | | (163,672) | | | | | | (61,642) | | |
WARRANT FAIR VALUE ADJUSTMENT
|
| | | | 6,243 | | | | | | (18,022) | | | | | | (32) | | |
INTEREST EXPENSE
|
| | | | (109,728) | | | | | | (60,456) | | | | | | (23,342) | | |
OTHER INCOME – Net
|
| | | | 12,401 | | | | | | 2,598 | | | | | | 249 | | |
LOSS BEFORE INCOME TAXES
|
| | | | (338,918) | | | | | | (239,552) | | | | | | (84,767) | | |
INCOME TAX EXPENSE
|
| | | | (252) | | | | | | (377) | | | | | | — | | |
NET LOSS
|
| | | | (339,170) | | | | | | (239,929) | | | | | | (84,767) | | |
LESS NET INCOME ATTRIBUTABLE TO
NONCONTROLLING INTERESTS |
| | | | 1,847 | | | | | | 1,362 | | | | | | 62 | | |
NET LOSS ATTRIBUTABLE TO OPENDOOR LABS INC.
|
| | | $ | (341,017) | | | | | $ | (241,291) | | | | | $ | (84,829) | | |
Net loss per share attributable to common shareholders: | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | (6.90) | | | | | $ | (5.12) | | | | | $ | (2.12) | | |
Diluted
|
| | | $ | (7.06) | | | | | $ | (5.12) | | | | | $ | (2.12) | | |
Weighted-average shares outstanding: | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 49,444 | | | | | | 48,570 | | | | | | 39,930 | | |
Diluted
|
| | | | 49,444 | | | | | | 48,570 | | | | | | 39,930 | | |
| | |
For the years ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
NET LOSS
|
| | | $ | (339,170) | | | | | $ | (239,929) | | | | | $ | (84,767) | | |
OTHER COMPREHENSIVE INCOME (LOSS): | | | | | | | | | | | | | | | | | | | |
Unrealized gains (losses) on marketable securities
|
| | | | 20 | | | | | | 25 | | | | | | (27) | | |
COMPREHENSIVE LOSS
|
| | | | (339,150) | | | | | | (239,904) | | | | | | (84,794) | | |
LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
| | | | 1,847 | | | | | | 1,362 | | | | | | 62 | | |
COMPREHENSIVE LOSS ATTRIBUTABLE TO | | | | | | | | | | | | | | | | | | | |
OPENDOOR LABS INC.
|
| | | $ | (340,997) | | | | | $ | (241,266) | | | | | $ | (84,856) | | |
| | |
Temporary Equity
|
| | |
Shareholders’ Deficit
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Series A
Convertible Preferred Stock |
| |
Series B
Convertible Preferred Stock |
| |
Series C
Convertible Preferred Stock |
| |
Series D
Convertible Preferred Stock |
| |
Series E
Convertible Preferred Stock |
| | |
Common
Stock |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Accumulated
Other Comprehensive Income (Loss) |
| |
Non-
controlling Interests |
| |
Total
Shareholders’ Deficit |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BALANCE – December 31,
2016 |
| | | | 25,477,056 | | | | | $ | 10,037 | | | | | | 15,029,846 | | | | | $ | 20,448 | | | | | | 17,972,134 | | | | | $ | 80,519 | | | | | | 33,184,364 | | | | | $ | 218,141 | | | | | | — | | | | | $ | — | | | | | | | 35,011,962 | | | | | $ | — | | | | | $ | 6,341 | | | | | $ | (76,605) | | | | | | — | | | | | | — | | | | | $ | (70,264) | | |
Issuance of Series D preferred stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 753,192 | | | | | | 4,931 | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of warrants for
services |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 32 | | | | | | — | | | | | | — | | | | | | — | | | | | | 32 | | |
Issuance of common stock in connection with acquisition
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 45,596 | | | | | | — | | | | | | 75 | | | | | | — | | | | | | — | | | | | | — | | | | | | 75 | | |
Vesting of restricted stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 8,520,424 | | | | | | — | | | | | | 12 | | | | | | — | | | | | | — | | | | | | — | | | | | | 12 | | |
Exercise of stock options
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 1,116,084 | | | | | | — | | | | | | 481 | | | | | | — | | | | | | — | | | | | | — | | | | | | 481 | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 3,761 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,761 | | |
Other comprehensive loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (27) | | | | | | — | | | | | | (27) | | |
Capital contributions from non-controlling interests
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 67 | | | | | | 67 | | |
Net income (loss)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (84,829) | | | | | | — | | | | | | 62 | | | | | | (84,767) | | |
BALANCE – December 31,
2017 |
| | | | 25,477,056 | | | | | $ | 10,037 | | | | | | 15,029,846 | | | | | $ | 20,448 | | | | | | 17,972,134 | | | | | $ | 80,519 | | | | | | 33,937,556 | | | | | $ | 223,072 | | | | | | — | | | | | | — | | | | | | | 44,694,066 | | | | | $ | — | | | | | $ | 10,702 | | | | | $ | (161,434) | | | | | $ | (27) | | | | | $ | 129 | | | | | | (150,630) | | |
Issuance of Series E preferred stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 73,940,269 | | | | | | 706,766 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of Series E-1 preferred stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,486,560 | | | | | | 23,816 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of common stock in stock in connection with acquisition
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 1,648,679 | | | | | | — | | | | | | 7,922 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,922 | | |
Vesting of restricted stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 2,555,208 | | | | | | — | | | | | | 2,388 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,388 | | |
Exercise of stock options
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 5,172,343 | | | | | | — | | | | | | 5,201 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,201 | | |
Repurchase of common Stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | (5,933,180) | | | | | | — | | | | | | (9,986) | | | | | | (36,106) | | | | | | — | | | | | | — | | | | | | (46,092) | | |
Repurchase of Series A preferred stock
|
| | | | (692,854) | | | | | | (274) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,269) | | | | | | — | | | | | | — | | | | | | (5,269) | | |
Repurchase of Series B preferred stock
|
| | | | — | | | | | | — | | | | | | (290,939) | | | | | | (399) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,930) | | | | | | — | | | | | | — | | | | | | (1,930) | | |
Repurchase of Series D
preferred stock |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (18,524) | | | | | | (121) | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (26) | | | | | | — | | | | | | — | | | | | | (26) | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 14,974 | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,974 | | |
| | |
Temporary Equity
|
| | |
Shareholders’ Deficit
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Series A
Convertible Preferred Stock |
| |
Series B
Convertible Preferred Stock |
| |
Series C
Convertible Preferred Stock |
| |
Series D
Convertible Preferred Stock |
| |
Series E
Convertible Preferred Stock |
| | |
Common
Stock |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Accumulated
Other Comprehensive Income (Loss) |
| |
Non-
controlling Interests |
| |
Total
Shareholders’ Deficit |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 25 | | | | | | — | | | | | | 25 | | |
Net income (loss)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (241,291) | | | | | | — | | | | | | 1,362 | | | | | | (239,929) | | |
BALANCE – December 31,
2018 |
| | | | 24,784,202 | | | | | $ | 9,763 | | | | | | 14,738,907 | | | | | $ | 20,049 | | | | | | 17,972,134 | | | | | $ | 80,519 | | | | | | 33,919,032 | | | | | $ | 222,951 | | | | | | 76,426,829 | | | | | $ | 730,582 | | | | | | | 48,137,116 | | | | | | — | | | | | $ | 31,201 | | | | | $ | (446,056) | | | | | $ | (2) | | | | | $ | 1,491 | | | | | $ | (413,366) | | |
Issuance of Series E-2 preferred stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 21,222,829 | | | | | | 282,638 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of Series D
preferred stock |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,320,038 | | | | | | 35,000 | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 7,241 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,241 | | |
Issuance of common stock in stock in connection with acquisition
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 958,280 | | | | | | — | | | | | | 6,650 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,650 | | |
Vesting of restricted stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 1,302,065 | | | | | | — | | | | | | 1,061 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,061 | | |
Exercise of stock options
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 1,877,635 | | | | | | — | | | | | | 3,450 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,450 | | |
Repurchase of common stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | (500,000) | | | | | | — | | | | | | (590) | | | | | | (3,410) | | | | | | — | | | | | | — | | | | | | (4,000) | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 13,196 | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,196 | | |
Purchase of non- controlling interests
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | (4,847) | | | | | | — | | | | | | — | | | | | | (62) | | | | | | (4,909) | | |
Capital distribution of non-controlling interests interests
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,276) | | | | | | (3,276) | | |
Other comprehensive
income |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20 | | | | | | — | | | | | | 20 | | |
Net income (loss)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (341,017) | | | | | | — | | | | | | 1,847 | | | | | | (339,170) | | |
BALANCE – December 31,
2019 |
| | | | 24,784,202 | | | | | $ | 9,763 | | | | | | 14,738,907 | | | | | $ | 20,049 | | | | | | 17,972,134 | | | | | $ | 80,519 | | | | | | 39,239,070 | | | | | $ | 257,951 | | | | | | 97,649,658 | | | | | $ | 1,013,220 | | | | | | | 51,775,096 | | | | | $ | — | | | | | $ | 57,362 | | | | | $ | (790,483) | | | | | $ | 18 | | | | | $ | — | | | | | $ | (733,103) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
For the years ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (339,170) | | | | | $ | (239,929) | | | | | $ | (84,767) | | |
Adjustments to reconcile net loss to cash, cash equivalents, and restricted cash provided by (used in) operating activities:
|
| | | | | | | | | | | | | | | | | | |
Depreciation and amortization – net of accretion
|
| | | | 27,372 | | | | | | 12,781 | | | | | | 7,441 | | |
Amortization of right of use asset
|
| | | | 11,940 | | | | | | — | | | | | | — | | |
Stock-based compensation
|
| | | | 12,606 | | | | | | 8,422 | | | | | | 3,761 | | |
Warrant fair value adjustment
|
| | | | (6,243) | | | | | | 18,022 | | | | | | 32 | | |
Inventory valuation adjustment
|
| | | | 31,885 | | | | | | 20,523 | | | | | | 4,231 | | |
Loss on disposal of property and equipment
|
| | | | — | | | | | | — | | | | | | 517 | | |
Changes in fair value of derivative instruments
|
| | | | 1,102 | | | | | | 2,996 | | | | | | (134) | | |
Payment-in-kind interest
|
| | | | 2,052 | | | | | | — | | | | | | — | | |
Net fair value adjustments and gain (loss) on sale of mortgage loans held for sale
|
| | | | (447) | | | | | | — | | | | | | — | | |
Origination of mortgage loans held for sale
|
| | | | (23,194) | | | | | | — | | | | | | — | | |
Proceeds from sale and principal collections of mortgage loans held for sale
|
| | | | 21,525 | | | | | | — | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | | | | | | | |
Escrow receivable
|
| | | | (3,110) | | | | | | 4,474 | | | | | | 3,964 | | |
Real estate inventories
|
| | | | 16,951 | | | | | | (1,015,207) | | | | | | (152,390) | | |
Other assets
|
| | | | (7,518) | | | | | | (11,723) | | | | | | (3,016) | | |
Accounts payable and other accrued liabilities
|
| | | | (4,331) | | | | | | 16,375 | | | | | | 760 | | |
Interest payable
|
| | | | 475 | | | | | | 3,629 | | | | | | 1,048 | | |
Lease liabilities
|
| | | | (13,945) | | | | | | — | | | | | | — | | |
Net cash used in operating activities
|
| | | | (272,050) | | | | | | (1,179,637) | | | | | | (218,553) | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (27,972) | | | | | | (20,022) | | | | | | (2,869) | | |
Purchase of derivative instruments
|
| | | | — | | | | | | (16) | | | | | | (615) | | |
Purchase of marketable securities
|
| | | | (79,319) | | | | | | (22,910) | | | | | | (57,063) | | |
Proceeds from sales, maturities, redemptions and paydowns of
marketable securities |
| | | | 45,025 | | | | | | 40,373 | | | | | | 30,605 | | |
Acquisitions, net of cash acquired
|
| | | | (32,812) | | | | | | (4,857) | | | | | | — | | |
Net cash used in investing activities
|
| | | | (95,078) | | | | | | (7,432) | | | | | | (29,942) | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | | | | | | | |
Proceeds from issuance of Series D preferred stock
|
| | | | 35,000 | | | | | | — | | | | | | 4,955 | | |
Issuance cost of Series D preferred stock
|
| | | | — | | | | | | — | | | | | | (24) | | |
Proceeds from issuance of Series E preferred stock
|
| | | | — | | | | | | 708,200 | | | | | | — | | |
Issuance cost of Series E preferred stock
|
| | | | — | | | | | | (1,434) | | | | | | — | | |
| | |
For the years ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Proceeds from issuance of Series E-2 preferred stock
|
| | | | 282,875 | | | | | | — | | | | | | — | | |
Issuance cost of Series E-2 preferred stock
|
| | | | (237) | | | | | | — | | | | | | — | | |
Proceeds from issuance of convertible notes
|
| | | | 178,200 | | | | | | 20,000 | | | | | | — | | |
Proceeds from exercise of stock options
|
| | | | 3,358 | | | | | | 6,888 | | | | | | 2,129 | | |
Capital distributions of non-controlling interest
|
| | | | (3,276) | | | | | | — | | | | | | 67 | | |
Proceeds from credit facilities and other secured borrowings
|
| | | | 3,664,217 | | | | | | 1,994,088 | | | | | | 490,281 | | |
Principal payments on credit facilities and other secured borrowings
|
| | | | (3,495,411) | | | | | | (1,176,541) | | | | | | (329,824) | | |
Payment of loan origination fees and debt issuance costs
|
| | | | (15,137) | | | | | | (8,911) | | | | | | (6,407) | | |
Repurchase of common stock at fair value
|
| | | | (3,410) | | | | | | (37,777) | | | | | | — | | |
Repurchase of Series A preferred stock
|
| | | | — | | | | | | (5,543) | | | | | | — | | |
Repurchase of Series B preferred stock
|
| | | | — | | | | | | (2,329) | | | | | | — | | |
Repurchase of Series D preferred stock
|
| | | | — | | | | | | (147) | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 646,179 | | | | | | 1,496,494 | | | | | | 161,177 | | |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
| | | | 279,051 | | | | | | 309,425 | | | | | | (87,318) | | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – Beginning of year
|
| | | | 405,771 | | | | | | 96,346 | | | | | | 183,664 | | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – End of year
|
| | | $ | 684,822 | | | | | $ | 405,771 | | | | | $ | 96,346 | | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION – Cash paid during the period for interest
|
| | | $ | 85,910 | | | | | $ | 44,574 | | | | | $ | 14,955 | | |
DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
|
| | | | | | | | | | | | | | | | | | |
Vesting of early exercised stock options
|
| | | $ | 1,060 | | | | | $ | 2,388 | | | | | $ | 254 | | |
Conversion of convertible notes to Series E-1 preferred stock
|
| | | | — | | | | | | 23,816 | | | | | | — | | |
Noncash financing, issuance of common stock for
acquisition |
| | | | 6,650 | | | | | | (6,152) | | | | | | — | | |
RECONCILIATION TO CONSOLIDATED BALANCE SHEETS:
|
| | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 405,080 | | | | | $ | 262,368 | | | | | $ | 33,919 | | |
Restricted cash
|
| | | | 279,742 | | | | | | 143,403 | | | | | | 62,427 | | |
Cash, cash equivalents, and restricted cash
|
| | | $ | 684,822 | | | | | $ | 405,771 | | | | | $ | 96,346 | | |
|
|
Internally developed software
|
| | 2 years | |
|
Software implementation costs
|
| |
Lesser of 3 years or contract term
|
|
|
Computers
|
| | 2 years | |
|
Security systems
|
| | 1 year | |
|
Furniture and fixtures
|
| | 5 years | |
|
Leasehold improvements
|
| |
Lesser of useful life or lease term
|
|
|
Office equipment
|
| | 3 years | |
|
Cash consideration
|
| | | $ | 34,300 | | |
|
Equity consideration – common stock
|
| | | | 6,700 | | |
|
Total consideration transferred
|
| | | $ | 41,000 | | |
|
Cash consideration
|
| | | $ | 9,370 | | |
|
Equity consideration
|
| | | | 6,150 | | |
|
Total consideration transferred
|
| | | $ | 15,520 | | |
| | |
For Year Ended December 31,
|
| |||||||||||||||
(unaudited)
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Revenue
|
| | | $ | 4,763,716 | | | | | $ | 1,883,129 | | | | | $ | 713,293 | | |
Net loss
|
| | | | (340,667) | | | | | | (231,865) | | | | | | (86,244) | | |
| | |
2019
|
| |
2018
|
| ||||||
Work-in-process
|
| | | $ | 179,419 | | | | | $ | 231,186 | | |
Finished goods
|
| | | | 1,132,950 | | | | | | 1,130,610 | | |
Total real estate inventory
|
| | | $ | 1,312,369 | | | | | $ | 1,361,796 | | |
| | |
December 31, 2019
|
| |||||||||||||||||||||||||||||||||
| | |
Cost
Basis |
| |
Unrealized
Gains |
| |
Unrealized
Losses |
| |
Fair Value
|
| |
Cash and Cash
Equivalents |
| |
Marketable
Securities |
| ||||||||||||||||||
Cash
|
| | | $ | 366,358 | | | | | $ | — | | | | | $ | — | | | | | $ | 366,358 | | | | | $ | 366,358 | | | | | $ | — | | |
Money market funds
|
| | | | 30,935 | | | | | | — | | | | | | — | | | | | | 30,935 | | | | | | 30,935 | | | | | | — | | |
Commercial paper
|
| | | | 19,997 | | | | | | 1 | | | | | | (4) | | | | | | 19,994 | | | | | | 7,038 | | | | | | 12,956 | | |
Corporate debt
|
| | | | 16,417 | | | | | | 12 | | | | | | (1) | | | | | | 16,428 | | | | | | — | | | | | | 16,428 | | |
U.S. agency securities
|
| | | | 749 | | | | | | — | | | | | | — | | | | | | 749 | | | | | | 749 | | | | | | — | | |
U.S. Treasury
|
| | | | 1,000 | | | | | | — | | | | | | — | | | | | | 1,000 | | | | | | — | | | | | | 1,000 | | |
Asset-backed | | | | | 12,482 | | | | | | 12 | | | | | | (2) | | | | | | 12,492 | | | | | | — | | | | | | 12,492 | | |
Non-U.S. securities
|
| | | | 700 | | | | | | — | | | | | | — | | | | | | 700 | | | | | | — | | | | | | 700 | | |
Total
|
| | | $ | 448,638 | | | | | $ | 25 | | | | | $ | (7) | | | | | $ | 448,656 | | | | | $ | 405,080 | | | | | $ | 43,576 | | |
|
| | |
December 31, 2018
|
| |||||||||||||||||||||||||||||||||
| | |
Cost
Basis |
| |
Unrealized
Gains |
| |
Unrealized
Losses |
| |
Fair Value
|
| |
Cash and Cash
Equivalents |
| |
Marketable
Securities |
| ||||||||||||||||||
Cash
|
| | | $ | 2,020 | | | | | $ | — | | | | | $ | — | | | | | $ | 2,020 | | | | | $ | 2,020 | | | | | $ | — | | |
Money market funds
|
| | | | 253,911 | | | | | | — | | | | | | — | | | | | | 253,911 | | | | | | 253,911 | | | | | | — | | |
Commercial paper
|
| | | | 6,635 | | | | | | — | | | | | | — | | | | | | 6,635 | | | | | | 4,192 | | | | | | 2,443 | | |
Corporate debt
|
| | | | 1,403 | | | | | | — | | | | | | (1) | | | | | | 1,402 | | | | | | 250 | | | | | | 1,152 | | |
U.S. agency securities
|
| | | | 5,456 | | | | | | 1 | | | | | | — | | | | | | 5,457 | | | | | | 1,995 | | | | | | 3,462 | | |
U.S. Treasury
|
| | | | 999 | | | | | | — | | | | | | — | | | | | | 999 | | | | | | — | | | | | | 999 | | |
Asset-backed | | | | | 950 | | | | | | — | | | | | | (2) | | | | | | 948 | | | | | | — | | | | | | 948 | | |
Total
|
| | | $ | 271,374 | | | | | $ | 1 | | | | | $ | (3) | | | | | $ | 271,372 | | | | | $ | 262,368 | | | | | $ | 9,004 | | |
| | |
Less than 12 Months
|
| |
12 Months or Greater
|
| |
Total
|
| |||||||||||||||||||||||||||
December 31, 2019
|
| |
Fair Value
|
| |
Unrealized
Losses |
| |
Fair Value
|
| |
Unrealized
Losses |
| |
Fair Value
|
| |
Unrealized
Losses |
| ||||||||||||||||||
Commercial paper
|
| | | $ | 15,059 | | | | | $ | (4) | | | | | $ | — | | | | | $ | — | | | | | $ | 15,059 | | | | | $ | (4) | | |
Corporate debt
|
| | | | 3,166 | | | | | | (1) | | | | | | — | | | | | | — | | | | | | 3,166 | | | | | | (1) | | |
Asset-backed | | | | | 4,258 | | | | | | (2) | | | | | | — | | | | | | — | | | | | | 4,258 | | | | | | (2) | | |
Non-U.S. securities
|
| | | | 700 | | | | | | — | | | | | | — | | | | | | — | | | | | | 700 | | | | | | — | | |
Total
|
| | | $ | 23,183 | | | | | $ | (7) | | | | | $ | — | | | | | $ | — | | | | | $ | 23,183 | | | | | $ | (7) | | |
|
| | |
Less than 12 Months
|
| |
12 Months or Greater
|
| |
Total
|
| |||||||||||||||||||||||||||
December 31, 2018
|
| |
Fair Value
|
| |
Unrealized
Losses |
| |
Fair Value
|
| |
Unrealized
Losses |
| |
Fair Value
|
| |
Unrealized
Losses |
| ||||||||||||||||||
Commercial paper
|
| | | $ | 4,591 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 4,591 | | | | | $ | — | | |
Corporate debt
|
| | | | 1,402 | | | | | | (1) | | | | | | — | | | | | | — | | | | | | 1,402 | | | | | | (1) | | |
U.S. agency
|
| | | | 999 | | | | | | — | | | | | | — | | | | | | — | | | | | | 999 | | | | | | — | | |
Asset-backed | | | | | — | | | | | | — | | | | | | 948 | | | | | | (2) | | | | | | 948 | | | | | | (2) | | |
Total
|
| | | $ | 6,992 | | | | | $ | (1) | | | | | $ | 948 | | | | | $ | (2) | | | | | $ | 7,940 | | | | | $ | (3) | | |
December 31, 2019
|
| |
Fair Value
|
| |
Within
1 Year |
| |
After
1 Year through 5 Years |
| |||||||||
Commercial paper
|
| | | $ | 19,994 | | | | | $ | 19,994 | | | | | $ | — | | |
Corporate debt
|
| | | | 16,428 | | | | | | 16,428 | | | | | | — | | |
U.S. agency securities
|
| | | | 749 | | | | | | 749 | | | | | | — | | |
U.S. Treasury
|
| | | | 1,000 | | | | | | 1,000 | | | | | | — | | |
Asset-backed | | | | | 12,492 | | | | | | — | | | | | | 12,492 | | |
Non-U.S. securities
|
| | | | 700 | | | | | | 700 | | | | | | — | | |
Total
|
| | | $ | 51,363 | | | | | $ | 38,871 | | | | | $ | 12,492 | | |
|
| | |
Notional
Amount |
| |
Fair Value Derivatives
|
| ||||||||||||
As of December 31, 2019
|
| |
Asset
|
| |
Liability
|
| ||||||||||||
Interest rate caps
|
| | | $ | 100,000 | | | | | $ | 4 | | | | | $ | — | | |
Embedded conversion options
|
| | | $ | 180,252 | | | | | $ | — | | | | | $ | 41,697 | | |
| | |
Notional
Amount |
| |
Fair Value Derivatives
|
| ||||||||||||
As of December 31, 2018
|
| |
Asset
|
| |
Liability
|
| ||||||||||||
Interest rate caps
|
| | | $ | 366,700 | | | | | $ | 1,106 | | | | | $ | — | | |
| | |
For the Years Ended
December 31, |
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Other income, net
|
| | | $ | (773) | | | | | $ | 420 | | | | | $ | 134 | | |
| | |
Credit Facility
Vehicles |
| |||
Assets | | | | | | | |
Cash and cash equivalents
|
| | | $ | 86,526 | | |
Restricted cash
|
| | | | 268,368 | | |
Real estate inventory
|
| | | | 1,312,194 | | |
Other(a) | | | | | 25,793 | | |
Total assets
|
| | | $ | 1,692,881 | | |
Liabilities | | | | | | | |
Credit facilities
|
| | | $ | 1,264,913 | | |
Other(b) | | | | | 14,983 | | |
Total liabilities
|
| | | $ | 1,279,896 | | |
| | |
Credit Facility
Vehicles |
| |
Title
Companies |
| |
Total
|
| |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 79 | | | | | $ | — | | | | | $ | 79 | | |
Restricted cash
|
| | | | 127,798 | | | | | | 6,737 | | | | | | 134,535 | | |
Real estate inventory
|
| | | | 1,360,236 | | | | | | — | | | | | | 1,360,236 | | |
Other(a) | | | | | 19,431 | | | | | | 1,368 | | | | | | 20,799 | | |
Total assets
|
| | | $ | 1,507,544 | | | | | $ | 8,105 | | | | | | 1,515,649 | | |
Liabilities | | | | | | | | | | | | | | | | | | | |
Credit facilities
|
| | | $ | 1,133,095 | | | | | $ | — | | | | | $ | 1,133,095 | | |
Other(b) | | | | | 6,316 | | | | | | 528 | | | | | | 6,844 | | |
Total liabilities
|
| | | $ | 1,139,411 | | | | | $ | 528 | | | | | $ | 1,139,939 | | |
As of December 31, 2019
|
| |
Borrowing
Capacity |
| |
Outstanding
Amount |
| |
Weighted
Average Interest Rate |
| |
End of
Revolving Period |
| |
Final
Maturity Date |
| |||||||||
Revolving Facility 2016-1
|
| | | $ | 39,346 | | | | | $ | 39,346 | | | | | | 6.17% | | | |
August 22, 2019
|
| |
March 20, 2020
|
|
Revolving Facility 2017-1
|
| | | | 75,000 | | | | | | 25,758 | | | | | | 7.00% | | | |
March 1, 2020
|
| |
9 months by property
|
|
Revolving Facility 2018-1
|
| | | | 250,000 | | | | | | 126,450 | | | | | | 5.62% | | | |
July 11, 2020
|
| |
July 11, 2020
|
|
Revolving Facility 2018-2
|
| | | | 750,000 | | | | | | 194,293 | | | | | | 6.00% | | | |
September 4, 2020
|
| |
September 4, 2020
|
|
Revolving Facility 2018-3
|
| | | | 200,000 | | | | | | 111,411 | | | | | | 4.65% | | | |
June 20, 2020
|
| |
December 20, 2020
|
|
Revolving Facility 2019-1
|
| | | | 300,000 | | | | | | 206,399 | | | | | | 3.81% | | | |
June 5, 2021
|
| |
June 5, 2021
|
|
Revolving Facility 2019-2
|
| | | | 1,030,000 | | | | | | 327,226 | | | | | | 3.41% | | | |
July 8, 2021
|
| |
July 7, 2022
|
|
Revolving Facility 2019-3
|
| | | | 335,654 | | | | | | 42,812 | | | | | | 3.02% | | | |
August 20, 2021
|
| |
August 19, 2022
|
|
Total
|
| | | $ | 2,980,000 | | | | | $ | 1,073,695 | | | | | | | | | | | | | | |
|
As of December 31, 2018
|
| |
Outstanding
Amount |
| |
Weighted
Average Interest Rate |
| ||||||
Revolving Facility 2016-1
|
| | | $ | 326,970 | | | | | | 6.83% | | |
Revolving Facility 2017-1
|
| | | | 36,650 | | | | | | 7.00% | | |
Revolving Facility 2017-2
|
| | | | 184,250 | | | | | | 7.04% | | |
Revolving Facility 2018-1
|
| | | | 131,802 | | | | | | 6.25% | | |
Revolving Facility 2018-2
|
| | | | 299,279 | | | | | | 4.81% | | |
Total
|
| | | $ | 978,951 | | | | | | | | |
As of December 31, 2019
|
| |
Borrowing
Capacity |
| |
Outstanding
Amount |
| |
Interest
Rate |
| |
End of Draw
Period |
| |
Final
Maturity Date |
| |||||||||
Term Debt Facility 2016-M1
|
| | | $ | 300,000 | | | | | $ | 166,000 | | | | | | 10.00% | | | |
October 31, 2022
|
| |
April 30, 2024
|
|
Term Debt Facility 2019-M1
|
| | | | 100,000 | | | | | | 61,000 | | | | | | 15.00% | | | |
August 15, 2023
|
| |
February 15, 2025
|
|
Total
|
| | | $ | 400,000 | | | | | $ | 227,000 | | | | | | | | | | | | | | |
Issuance Costs, Net
|
| | | | (5,071) | | | | | | | | | | | | | | | ||||||
Carrying Value
|
| | | $ | 221,929 | | | | | | | | | | | | | | |
Asset/Liability Class
|
| |
Valuation Methodology, Inputs and
Assumptions |
| |
Classification
|
|
Cash and cash equivalents
|
| | Carrying value is a reasonable estimate of fair value based on short-term nature of the instruments. | | | Estimated fair value classified as Level 1 | |
Asset/Liability Class
|
| |
Valuation Methodology, Inputs and
Assumptions |
| |
Classification
|
|
Restricted cash
|
| | Carrying value is a reasonable estimate of fair value based on short-term nature of the instruments. | | | Estimated fair value classified as Level 1 | |
Marketable securities
|
| | Prices obtained from third-party vendors that compile prices from various sources and often apply matrix pricing for similar securities when no price is observable. | | | Level 2 recurring fair value measurement | |
Other current assets | | | | | | | |
Interest rate caps | | | Prices obtained from derivative broker that compiles prices for identical or similar instruments, when available. | | | Level 2 recurring fair value measurement | |
Mortgage loans held for sale pledged under agreements to repurchase | | | Fair value is estimated based on observable market data including quoted market prices, deal price quotes, and sale commitments. | | | Level 2 recurring fair value measurement | |
Credit facilities and other secured borrowings
|
| | | | | | |
Credit facilities | | | Fair value is estimated using discounted cash flows based on current lending rates for similar credit facilities with similar terms and remaining time to maturity. | | |
Carried at amortized cost.
Estimated fair value classified as Level 2.
|
|
Loans sold under agreements to repurchase
|
| | Fair value is estimated using discounted cash flows based on current lending rates for similar asset-backed financing facilities with similar terms and remaining time to maturity. | | |
Carried at amortized cost.
Estimated fair value classified as Level 2.
|
|
Convertible notes | | | Fair value is estimated using discounted cash flows based on current lending rates for term notes with similar remaining time to maturity. | | | Carried at amortized cost. Estimated fair value classified as Level 2 | |
Derivative and warrant liabilities | | | | | | | |
Warrant liabilities | | | Fair value is estimated using the Black-Scholes-Merton option pricing model with inputs and assumptions including the Company’s equity valuation, expected volatility, expected duration of the warrants, and associated risk-free rate. | | | Level 3 recurring fair value measurement | |
Embedded conversion options | | | Fair value is estimated using a lattice model incorporating the probabilities of various conversion scenarios with respect to timing and conversion features under the terms of the convertible notes. | | | Level 3 recurring fair value measurement | |
| | |
Fair Value as of
December 31, 2019 |
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
Marketable securities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate debt securities
|
| | | $ | 16,428 | | | | | $ | — | | | | | $ | 16,428 | | | | | $ | — | | |
Asset-backed securities
|
| | | | 12,492 | | | | | | — | | | | | | 12,492 | | | | | | — | | |
Commercial paper
|
| | | | 12,956 | | | | | | — | | | | | | 12,956 | | | | | | — | | |
Non-U.S. securities
|
| | | | 700 | | | | | | — | | | | | | 700 | | | | | | — | | |
U.S. Treasury securities
|
| | | | 1,000 | | | | | | — | | | | | | 1,000 | | | | | | — | | |
Other current assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest rate caps
|
| | | | 4 | | | | | | — | | | | | | 4 | | | | | | — | | |
Mortgage loans held for sale pledged under agreements to
repurchase |
| | | | 2,116 | | | | | | — | | | | | | 2,116 | | | | | | — | | |
Total assets
|
| | | $ | 45,696 | | | | | $ | — | | | | | $ | 45,696 | | | | | $ | — | | |
Derivative and warrant Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Warrants
|
| | | $ | 4,538 | | | | | $ | — | | | | | $ | — | | | | | $ | 4,538 | | |
Embedded conversion options
|
| | | | 41,697 | | | | | | — | | | | | | — | | | | | | 41,697 | | |
Total liabilities
|
| | | $ | 46,235 | | | | | $ | — | | | | | $ | — | | | | | $ | 46,235 | | |
|
| | |
Fair Value as of
December 31, 2018 |
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
Marketable securities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate debt securities
|
| | | $ | 1,152 | | | | | $ | — | | | | | $ | 1,152 | | | | | $ | — | | |
Asset-backed securities
|
| | | | 948 | | | | | | — | | | | | | 948 | | | | | | — | | |
Commercial paper
|
| | | | 2,443 | | | | | | — | | | | | | 2,443 | | | | | | — | | |
U.S. agency securities
|
| | | | 3,462 | | | | | | — | | | | | | 3,462 | | | | | | — | | |
U.S. Treasury securities
|
| | | | 999 | | | | | | — | | | | | | 999 | | | | | | — | | |
Other current assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest rate caps
|
| | | | 1,106 | | | | | | — | | | | | | 1,106 | | | | | | — | | |
Total assets
|
| | | $ | 10,110 | | | | | $ | — | | | | | $ | 10,110 | | | | | $ | — | | |
Derivative and warrant liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Warrants
|
| | | $ | 18,022 | | | | | $ | — | | | | | $ | — | | | | | $ | 18,022 | | |
Total liabilities
|
| | | $ | 18,022 | | | | | $ | — | | | | | $ | — | | | | | $ | 18,022 | | |
| | |
As of December 31, 2019
|
| |||||||||||||||||||||
| | |
Carrying
Value |
| |
Fair Value
|
| |
Level 1
|
| |
Level 2
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 405,080 | | | | | $ | 405,080 | | | | | $ | 405,080 | | | | | $ | — | | |
Restricted cash
|
| | | | 279,742 | | | | | | 279,742 | | | | | | 279,742 | | | | | | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Credit facilities and other secured borrowings
|
| | | $ | 1,296,054 | | | | | $ | 1,296,054 | | | | | $ | — | | | | | $ | 1,296,054 | | |
Convertible notes
|
| | | | 140,096 | | | | | | 180,252 | | | | | | — | | | | | | 180,252 | | |
| | |
As of December 31, 2018
|
| |||||||||||||||||||||
| | |
Carrying
Value |
| |
Fair Value
|
| |
Level 1
|
| |
Level 2
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 262,368 | | | | | $ | 262,368 | | | | | $ | 262,368 | | | | | $ | — | | |
Restricted cash
|
| | | | 143,403 | | | | | | 143,403 | | | | | | 143,403 | | | | | | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Credit facilities and other secured borrowings
|
| | | $ | 1,133,095 | | | | | $ | 1,133,095 | | | | | $ | — | | | | | $ | 1,133,095 | | |
| | |
Warrants
|
| |
Embedded
Conversion Option |
| ||||||
Balance as of December 31, 2017
|
| | | $ | — | | | | | $ | — | | |
Issuances
|
| | | | 14,529 | | | | | | — | | |
Net change in fair value (unrealized)
|
| | | | 3,493 | | | | | | — | | |
Balance as of December 31, 2018
|
| | | | 18,022 | | | | | | — | | |
Net change in fair value (unrealized)
|
| | | | (7,413) | | | | | | — | | |
Issuances
|
| | | | 1,170 | | | | | | 41,697 | | |
Exercise of warrants
|
| | | | (7,241) | | | | | | — | | |
Balance as of December 31, 2019
|
| | | $ | 4,538 | | | | | $ | 41,697 | | |
| | |
2019
|
| |
2018
|
| ||||||
Internally developed software
|
| | | $ | 33,765 | | | | | $ | 12,567 | | |
Software implementation costs
|
| | | | 1,214 | | | | | | 208 | | |
Computers
|
| | | | 7,777 | | | | | | 4,053 | | |
Security systems
|
| | | | 4,927 | | | | | | 3,235 | | |
Furniture and fixtures
|
| | | | 2,843 | | | | | | 1,547 | | |
Leasehold improvements
|
| | | | 2,748 | | | | | | 1,349 | | |
Office equipment
|
| | | | 1,794 | | | | | | 672 | | |
Total
|
| | | | 55,068 | | | | | | 23,631 | | |
Accumulated depreciation and amortization
|
| | | | (20,462) | | | | | | (5,655) | | |
Property and equipment – net
|
| | | $ | 34,606 | | | | | $ | 17,976 | | |
|
2020
|
| | | $ | 17,384 | | |
|
2021
|
| | | | 15,149 | | |
|
2022
|
| | | | 14,363 | | |
|
2023
|
| | | | 13,922 | | |
|
2024
|
| | | | 10,881 | | |
|
Thereafter
|
| | | | 832 | | |
|
Total undiscounted future cash flows
|
| | | $ | 72,531 | | |
|
Less: Imputed interest
|
| | | | 10,624 | | |
|
Total lease liabilities
|
| | | $ | 61,907 | | |
|
2019
|
| | | $ | 13,269 | | |
|
2020
|
| | | | 15,832 | | |
|
2021
|
| | | | 13,638 | | |
|
2022
|
| | | | 13,267 | | |
|
2023
|
| | | | 13,071 | | |
|
Total minimum payments
|
| | | $ | 69,077 | | |
| | |
Gross
Carrying Amount |
| |
Accumulated
Amortization |
| |
Net
Carrying Amount |
| |
Weighted Average
Useful Life (Years) |
| ||||||||||||
Developed technology
|
| | | $ | 2,921 | | | | | $ | (1,879) | | | | | $ | 1,042 | | | | | | 2 | | |
Customer relationships
|
| | | | 7,400 | | | | | | (990) | | | | | | 6,410 | | | | | | 5 | | |
Trademarks
|
| | | | 5,400 | | | | | | (631) | | | | | | 4,769 | | | | | | 5 | | |
Non-competition agreements
|
| | | | 100 | | | | | | (65) | | | | | | 35 | | | | | | 2 | | |
Intangible assets – net
|
| | | $ | 15,821 | | | | | $ | (3,565) | | | | | $ | 12,256 | | | | | | | | |
| | |
Gross
Carrying Amount |
| |
Accumulated
Amortization |
| |
Net
Carrying Amount |
| |
Weighted Average
Useful Life (Years) |
| ||||||||||||
Developed technology
|
| | | $ | 2,900 | | | | | $ | (423) | | | | | $ | 2,477 | | | | | | 2 | | |
Customer relationships
|
| | | | 900 | | | | | | (131) | | | | | | 769 | | | | | | 2 | | |
Trademarks
|
| | | | 300 | | | | | | (44) | | | | | | 256 | | | | | | 2 | | |
Non-competition agreements
|
| | | | 100 | | | | | | (15) | | | | | | 85 | | | | | | 2 | | |
Intangible assets – net
|
| | | $ | 4,200 | | | | | $ | (613) | | | | | $ | 3,587 | | | | | | | | |
Fiscal Years
|
| |
(In thousands)
|
| |||
2020
|
| | | $ | 3,730 | | |
2021
|
| | | | 2,320 | | |
2022
|
| | | | 2,320 | | |
2023
|
| | | | 2,320 | | |
2024
|
| | | | 1,566 | | |
Total
|
| | | $ | 12,256 | | |
| | |
2019
|
| |
2018
|
| ||||||
Accrued expenses due to vendors
|
| | | $ | 16,342 | | | | | $ | 15,394 | | |
Accounts payable due to vendors
|
| | | | 6,453 | | | | | | 6,237 | | |
Accrued property and franchise taxes
|
| | | | 5,739 | | | | | | 5,487 | | |
Accrued payroll and other employee related expenses
|
| | | | 3,328 | | | | | | 2,366 | | |
Other
|
| | | | 1,115 | | | | | | 781 | | |
Total accounts payable and other accrued liabilities
|
| | | $ | 32,977 | | | | | $ | 30,265 | | |
| | |
December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Redeemable convertible preferred stock outstanding
|
| | | | 194,384 | | | | | | 167,841 | | |
Stock options issued and outstanding
|
| | | | 22,633 | | | | | | 26,330 | | |
RSUs issued and outstanding
|
| | | | 14,070 | | | | | | 564 | | |
Restricted shares of common stock
|
| | | | 2,156 | | | | | | 1,666 | | |
Early exercised stock options (unvested)
|
| | | | 116 | | | | | | 693 | | |
Warrants issued and outstanding
|
| | | | 2,459 | | | | | | 7,701 | | |
Future issuance of warrants
|
| | | | 750 | | | | | | — | | |
Shares available for future equity grants under 2014 Stock Plan
|
| | | | 2,176 | | | | | | 12,918 | | |
Total
|
| | | | 238,744 | | | | | | 217,713 | | |
| | |
Number of
Options (in thousands) |
| |
Weighted-
Average Exercise Price |
| |
Weighted-
Average Remaining Contractual Term (in years) |
| |
Aggregate
Intrinsic Value (in thousands) |
| ||||||||||||
Balance – December 31, 2018
|
| | | | 26,330 | | | | | $ | 2.53 | | | | | | 8.7 | | | | | $ | 113,031 | | |
Granted
|
| | | | 3,661 | | | | | | 5.56 | | | | | | | | | | | | | | |
Exercised
|
| | | | (1,928) | | | | | | 1.83 | | | | | | | | | | | | | | |
Forfeited
|
| | | | (5,256) | | | | | | 2.85 | | | | | | | | | | | | | | |
Expired
|
| | | | (174) | | | | | | 2.86 | | | | | | | | | | | | | | |
Balance – December 31, 2019
|
| | | | 22,633 | | | | | | 3.00 | | | | | | 6.9 | | | | | $ | 110,481 | | |
Exercisable – December 31, 2019
|
| | | | 10,870 | | | | | | 2.17 | | | | | | 6.0 | | | | | $ | 62,060 | | |
| | |
Number of
RSUs (in thousands) |
| |
Weighted-
Average Grant-Date Fair Value |
| ||||||
Unvested and outstanding – December 31, 2018
|
| | | | 564 | | | | | $ | 4.88 | | |
Granted
|
| | | | 13,901 | | | | | | 6.87 | | |
Forfeited
|
| | | | (395) | | | | | | 6.71 | | |
Unvested and outstanding – December 31, 2019
|
| | | | 14,070 | | | | | $ | 6.79 | | |
Vested and outstanding – December 31, 2019
|
| | | | — | | | | | | — | | |
| | |
Number of
Restricted Shares (In thousands) |
| |
Average
Grant-Date Fair Value |
| ||||||
Unvested – December 31, 2018
|
| | | | 1,666 | | | | | $ | 4.88 | | |
Granted
|
| | | | 1,263 | | | | | | 6.94 | | |
Vested
|
| | | | (773) | | | | | | 5.18 | | |
Unvested – December 31, 2019
|
| | | | 2,156 | | | | | $ | 5.98 | | |
Vested and outstanding – December 31, 2019
|
| | | | — | | | | | | — | | |
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Stock options
|
| | | $ | 9,175 | | | | | $ | 7,526 | | | | | $ | 3,761 | | |
Excess of the repurchase price over the fair value of common stock
awards repurchased |
| | | | 590 | | | | | | 6,552 | | | | | | — | | |
Vesting of restricted shares
|
| | | | 3,431 | | | | | | 896 | | | | | | — | | |
Total stock-based compensation expense
|
| | | $ | 13,196 | | | | | $ | 14,974 | | | | | $ | 3,761 | | |
| | |
2019 Range
|
| |
2018 Range
|
| |
2017 Range
|
|
Fair value
|
| |
$6.82 – $6.94
|
| |
$2.29 – $4.88
|
| |
$1.64 – $2.59
|
|
Volatility
|
| |
32% – 45%
|
| |
32% – 34%
|
| |
34% – 36%
|
|
Risk-free rate
|
| |
1.63% – 2.34%
|
| |
2.68% – 3.17%
|
| |
2.02% – 2.42%
|
|
Expected life (in years)
|
| |
5 – 7
|
| |
5 – 7
|
| |
7
|
|
Expected dividend
|
| |
$—
|
| |
$—
|
| |
$—
|
|
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Current income tax expense: | | | | | | | | | | | | | | | | | | | |
Federal
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
State
|
| | | | 252 | | | | | | 377 | | | | | | — | | |
Total current income tax expense
|
| | | | 252 | | | | | | 377 | | | | | | — | | |
Deferred income tax benefit: | | | | | | | | | | | | | | | | | | | |
Federal
|
| | | | — | | | | | | — | | | | | | — | | |
State
|
| | | | — | | | | | | — | | | | | | — | | |
Total deferred income tax benefit
|
| | | | — | | | | | | — | | | | | | — | | |
Income Tax Provision
|
| | | $ | 252 | | | | | $ | 377 | | | | | $ | — | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Federal tax benefit at statutory rate
|
| | | | 21.0% | | | | | | 21.0% | | | | | | 34.0% | | |
State income taxes, net of federal benefit
|
| | | | 3.2 | | | | | | 2.6 | | | | | | 2.9 | | |
Non-deductible expenses and other
|
| | | | (0.1) | | | | | | (0.9) | | | | | | (0.1) | | |
Non-deductible warrant expenses
|
| | | | 0.4 | | | | | | (1.6) | | | | | | — | | |
Share-based compensation
|
| | | | (0.4) | | | | | | 0.4 | | | | | | (0.8) | | |
Change in federal tax rate
|
| | | | — | | | | | | — | | | | | | (21.1) | | |
Change in valuation allowance, net
|
| | | | (25.2) | | | | | | (22.6) | | | | | | (16.0) | | |
Research and development credits
|
| | | | 1.0 | | | | | | 0.9 | | | | | | 1.1 | | |
Effective tax rate
|
| | | | (0.1)% | | | | | | (0.2)% | | | | | | (0.0)% | | |
| | |
2019
|
| |
2018
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Accrued and reserves
|
| | | $ | 4,231 | | | | | $ | 4,685 | | |
Inventory
|
| | | | 15,181 | | | | | | 15,419 | | |
Tax credits
|
| | | | 10,880 | | | | | | 5,334 | | |
Lease Liability
|
| | | | 14,800 | | | | | | — | | |
Net operating loss
|
| | | | 149,141 | | | | | | 66,427 | | |
Total gross deferred tax assets
|
| | | | 194,233 | | | | | | 91,865 | | |
Depreciation and amortization
|
| | | | (4,749) | | | | | | (3,179) | | |
Goodwill
|
| | | | (114) | | | | | | — | | |
Lease ROU Asset
|
| | | | (14,507) | | | | | | — | | |
Valuation allowance
|
| | | | (174,863) | | | | | | (88,686) | | |
Net deferred tax assets
|
| | | $ | — | | | | | $ | — | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Unrecognized tax benefits as of the beginning of the year
|
| | | $ | 2,433 | | | | | $ | 862 | | | | | $ | — | | |
Increases related to prior year tax provisions
|
| | | | 383 | | | | | | 197 | | | | | | 332 | | |
Decrease related to prior year tax provisions
|
| | | | (247) | | | | | | — | | | | | | — | | |
Increase related to current year tax provisions
|
| | | | 2,464 | | | | | | 1,374 | | | | | | 530 | | |
Unrecognized tax benefits as of the end of the year
|
| | | $ | 5,033 | | | | | $ | 2,433 | | | | | $ | 862 | | |
| | |
For the Years Ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Basic net loss per share: | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (339,170) | | | | | $ | (239,929) | | | | | $ | (84,767) | | |
Minus: Deemed dividend
|
| | | | — | | | | | $ | 7,224 | | | | | | — | | |
Minus: Net income attributable to noncontrolling interests
|
| | | $ | 1,847 | | | | | $ | 1,362 | | | | | $ | 62 | | |
Net loss attributable to common shareholders – basic
|
| | | $ | (341,017) | | | | | $ | (248,515) | | | | | $ | (84,829) | | |
Denominator: | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding – basic and diluted
|
| | | | 49,444 | | | | | | 48,570 | | | | | | 39,930 | | |
Basic and diluted net loss per share
|
| | | $ | (6.90) | | | | | $ | (5.12) | | | | | $ | (2.12) | | |
Diluted net loss per share: | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (339,170) | | | | | $ | (239,929) | | | | | $ | (84,767) | | |
Minus: Deemed dividend
|
| | | | — | | | | | $ | 7,224 | | | | | | — | | |
Minus: Net income attributable to noncontrolling interests
|
| | | $ | 1,847 | | | | | $ | 1,362 | | | | | $ | 62 | | |
Minus: Gain on liability-classified warrants
|
| | | $ | 8,132 | | | | | | — | | | | | | — | | |
Net loss attributable to common shareholders – diluted
|
| | | $ | (349,149) | | | | | $ | (248,515) | | | | | $ | (84,829) | | |
Denominator: | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding – basic and diluted
|
| | | | 49,444 | | | | | | 48,570 | | | | | | 39,930 | | |
Basic and diluted net loss per share – diluted
|
| | | $ | (7.06) | | | | | $ | (5.12) | | | | | $ | (2.12) | | |
| | |
For the Years Ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Common Stock Warrants
|
| | | | 2,084 | | | | | | 2,081 | | | | | | 853 | | |
Series D Preferred Stock Warrants
|
| | | | 300 | | | | | | 5,620 | | | | | | — | | |
Series E Preferred Stock Warrants
|
| | | | 75 | | | | | | — | | | | | | — | | |
RSUs
|
| | | | 14,070 | | | | | | 564 | | | | | | — | | |
Options
|
| | | | 22,633 | | | | | | 27,243 | | | | | | 24,897 | | |
Unvested Shares from Early Exercise
|
| | | | 116 | | | | | | 693 | | | | | | 1,611 | | |
Restricted Shares
|
| | | | 2,281 | | | | | | 1,851 | | | | | | 997 | | |
Redeemable convertible preferred stock
|
| | | | 194,384 | | | | | | 167,841 | | | | | | 92,417 | | |
Total anti-dilutive securities
|
| | | | 235,943 | | | | | | 205,893 | | | | | | 120,775 | | |
| | |
Page
|
| |||
ARTICLE I
|
| ||||||
CERTAIN DEFINITIONS
|
| ||||||
| | | | A-2 | | | |
| | | | A-14 | | | |
| | | | A-15 | | | |
ARTICLE II
|
| ||||||
THE MERGER; CLOSING
|
| ||||||
| | | | A-15 | | | |
| | | | A-15 | | | |
| | | | A-15 | | | |
| | | | A-16 | | | |
| | | | A-17 | | | |
| | | | A-17 | | | |
| | | | A-17 | | | |
ARTICLE III
|
| ||||||
EFFECTS OF THE MERGER ON THE COMPANY CAPITAL STOCK AND EQUITY AWARDS
|
| ||||||
| | | | A-17 | | | |
| | | | A-18 | | | |
| | | | A-19 | | | |
| | | | A-19 | | | |
| | | | A-20 | | | |
ARTICLE IV
|
| ||||||
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
|
| ||||||
| | | | A-20 | | | |
| | | | A-20 | | | |
| | | | A-21 | | | |
| | | | A-21 | | | |
| | | | A-22 | | | |
| | | | A-22 | | | |
| | | | A-23 | | | |
| | | | A-24 | | | |
| | | | A-24 | | | |
| | | | A-24 | | | |
| | | | A-25 | | | |
| | | | A-25 | | | |
| | | | A-27 | | |
| | |
Page
|
| |||
| | | | A-28 | | | |
| | | | A-29 | | | |
| | | | A-31 | | | |
| | | | A-31 | | | |
| | | | A-31 | | | |
| | | | A-31 | | | |
| | | | A-31 | | | |
| | | | A-32 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-35 | | | |
| | | | A-35 | | | |
| | | | A-35 | | | |
| | | | A-35 | | | |
| | | | A-35 | | | |
| | | | A-36 | | | |
| | | | A-36 | | | |
| | | | A-36 | | | |
| | | | A-36 | | | |
ARTICLE V
|
| ||||||
REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB
|
| ||||||
| | | | A-37 | | | |
| | | | A-37 | | | |
| | | | A-38 | | | |
| | | | A-38 | | | |
| | | | A-38 | | | |
| | | | A-39 | | | |
| | | | A-39 | | | |
| | | | A-40 | | | |
| | | | A-40 | | | |
| | | | A-40 | | | |
| | | | A-40 | | | |
| | | | A-41 | | | |
| | | | A-42 | | | |
| | | | A-42 | | | |
| | | | A-42 | | | |
| | | | A-43 | | | |
| | | | A-44 | | | |
| | | | A-44 | | | |
| | | | A-44 | | | |
| | | | A-45 | | |
| | |
Page
|
| |||
ARTICLE VI
|
| ||||||
COVENANTS OF THE COMPANY
|
| ||||||
| | | | A-45 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-49 | | | |
| | | | A-49 | | | |
| | | | A-49 | | | |
ARTICLE VII
|
| ||||||
COVENANTS OF ACQUIROR
|
| ||||||
| | | | A-49 | | | |
| | | | A-50 | | | |
| | | | A-50 | | | |
| | | | A-51 | | | |
| | | | A-51 | | | |
| | | | A-52 | | | |
| | | | A-52 | | | |
| | | | A-53 | | | |
| | | | A-54 | | | |
| | | | A-54 | | | |
| | | | A-54 | | | |
ARTICLE VIII
|
| ||||||
JOINT COVENANTS
|
| ||||||
| | | | A-54 | | | |
| | | | A-55 | | | |
| | | | A-58 | | | |
| | | | A-58 | | | |
| | | | A-58 | | | |
| | | | A-59 | | | |
ARTICLE IX
|
| ||||||
CONDITIONS TO OBLIGATIONS
|
| ||||||
| | | | A-59 | | | |
| | | | A-60 | | | |
| | | | A-60 | | |
| | |
Page
|
| |||
ARTICLE X
|
| ||||||
TERMINATION/EFFECTIVENESS
|
| ||||||
| | | | A-61 | | | |
| | | | A-62 | | | |
ARTICLE XI
|
| ||||||
REPRESENTATION AND WARRANTY INSURANCE
|
| ||||||
| | | | A-62 | | | |
ARTICLE XII
|
| ||||||
MISCELLANEOUS
|
| ||||||
| | | | A-62 | | | |
| | | | A-63 | | | |
| | | | A-63 | | | |
| | | | A-64 | | | |
| | | | A-64 | | | |
| | | | A-64 | | | |
| | | | A-64 | | | |
| | | | A-64 | | | |
| | | | A-64 | | | |
| | | | A-65 | | | |
| | | | A-65 | | | |
| | | | A-65 | | | |
| | | | A-65 | | | |
| | | | A-65 | | | |
| | | | A-66 | | | |
| | | | A-66 | | | |
| | | | A-66 | | | |
| | | | A-67 | | |
| Exhibit A | | | Form of Certificate of Incorporation of Acquiror upon Domestication | |
| Exhibit B | | | Form of Bylaws of Acquiror upon Domestication | |
| Exhibit C | | | Form of Registration Rights Agreement | |
| Exhibit D | | | Form of Incentive Equity Plan | |
| Exhibit E | | | Form of Management Grant | |
| Exhibit F | | | Form of Employee Stock Purchase Plan | |
Sponsor
|
| |
Acquiror Common Shares
|
| |
Acquiror Warrants
|
| ||||||
SCH Sponsor II LLC
c/o Social Capital Hedosophia Holding Corp. II 317 University Ave, Suite 200, Palo Alto, CA 94301 |
| | | | 10,150,000 | | | | | | 6,133,333 | | |
Chamath Palihapitiya
c/o Social Capital Hedosophia Holding Corp. II 317 University Ave, Suite 200, Palo Alto, CA 94301 |
| | | | —(1) | | | | | | —(1) | | |
Ian Osborne
c/o Social Capital Hedosophia Holding Corp. II 317 University Ave, Suite 200, Palo Alto, CA 94301 |
| | | | —(1) | | | | | | —(1) | | |
Adam Bain
c/o Social Capital Hedosophia Holding Corp. II 317 University Ave, Suite 200, Palo Alto, CA 94301 |
| | | | — | | | | | | — | | |
David Spillane
c/o Social Capital Hedosophia Holding Corp. II 317 University Ave, Suite 200, Palo Alto, CA 94301 |
| | | | 100,000 | | | | | | — | | |
Cipora Herman
c/o Social Capital Hedosophia Holding Corp. II 317 University Ave, Suite 200, Palo Alto, CA 94301 |
| | | | 100,000 | | | | | | — | | |
Steven Trieu
c/o Social Capital Hedosophia Holding Corp. II 317 University Ave, Suite 200, Palo Alto, CA 94301 |
| | | | — | | | | | | — | | |
| | | | COMPANY STOCKHOLDERS: | | |||
| | | | | | |||
| | | | SVF EXCALIBUR (CAYMAN) LIMITED | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Karen Ellerbe | |
| | | | Name: | | | Karen Ellerbe | |
| | | | Title: | | | Director | |
| | | | COMPANY STOCKHOLDERS: | | |||
| | | | | | |||
| | | | KHOSLA VENTURES IV, LP | | |||
| | | | | | |||
| | | | By: Khosla Ventures Associates IV, LLC, a Delaware limited liability company and general partner of Khosla Ventures IV, LP | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ John Demeter | |
| | | | Name: | | | John Demeter | |
| | | | Title: | | | General Counsel | |
| | | | | | | | |
| | | | | | | | |
| | | | KHOSLA VENTURES IV (CF), LP | | |||
| | | | | | | | |
| | | | By: Khosla Ventures IV, LLC, a Delaware limited liability company and general partner of Khosla Ventures IV (CF), LP | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ John Demeter | |
| | | | Name: | | | John Demeter | |
| | | | Title: | | | General Counsel | |
| | | | KHOSLA VENTURES SEED B, LP | | |||
| | | | | | | | |
| | | | By: Khosla Ventures Seed Associates B, LLC, a Delaware limited liability company and general partner of Khosla Ventures Seed B, LP | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ John Demeter | |
| | | | Name: | | | John Demeter | |
| | | | Title: | | | General Counsel | |
| | | | | | | | |
| | | | | | | | |
| | | | KHOSLA VENTURES SEED B (CF), LP | | |||
| | | | | | | | |
| | | | By: Khosla Ventures Seed Associates B, LLC, a Delaware limited liability company and general partner of Khosla Ventures Seed B (CF), LP | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ John Demeter | |
| | | | Name: | | | John Demeter | |
| | | | Title: | | | General Counsel | |
| | | | COMPANY STOCKHOLDERS: | | |||
| | | | | | | | |
| | | | GGV CAPITAL V L.P. | | |||
| | | | | | | | |
| | | | By: GGV Capital V L.L.C., its General Partner | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Glenn Solomon | |
| | | | Name: | | | Glenn Solomon | |
| | | | Title: | | | Managing Director | |
| | | | | | | | |
| | | | | | | | |
| | | | GGV CAPITAL V ENTREPRENEURS FUND L.P. | | |||
| | | | | | | | |
| | | | By: GGV Capital V L.L.C., its General Partner | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Glenn Solomon | |
| | | | Name: | | | Glenn Solomon | |
| | | | Title: | | | Managing Director | |
| | | | | | | | |
| | | | | | | | |
| | | | GGV CAPITAL SELECT L.P. | | |||
| | | | | | | | |
| | | | By: GGV Capital Select L.L.C., its General Partner | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Glenn Solomon | |
| | | | Name: | | | Glenn Solomon | |
| | | | Title: | | | Managing Director | |
| | | | COMPANY STOCKHOLDERS: | | |||
| | | | | | | | |
| | | | NORWEST VENTURE PARTNERS XIII, LP | | |||
| | | | | | | | |
| | | | By: Genesis VC Partners XIII, LLC, its General Partner | | |||
| | | | | | | | |
| | | | By: NVP Associates, LLC, its Managing Member | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Jeff Crowe | |
| | | | Name: | | | Jeff Crowe | |
| | | | Title: | | | Managing Member | |
| | | | | | | | |
| | | | | | | | |
| | | | NORWEST VENTURE PARTNERS XIV, LP | | |||
| | | | | | | | |
| | | | By: Genesis VC Partners XIV, LLC, its General Partner | | |||
| | | | | | | | |
| | | | By: NVP Associates, LLC, its Managing Member | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Jeff Crowe | |
| | | | Name: | | | Jeff Crowe | |
| | | | Title: | | | Managing Member | |
| | | | COMPANY STOCKHOLDERS: | | |||
| | | | | | | | |
| | | | FIFTH WALL VENTURES, L.P. | | |||
| | | | | | | | |
| | | | By: Fifth Wall Ventures GP, LLC, its General Partner | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Brad Greiwe | |
| | | | Name: | | | Brad Greiwe | |
| | | | Title: | | | Managing Partner | |
| | | | | | | | |
| | | | | | | | |
| | | | FIFTH WALL VENTURES SPV I, L.P. | | |||
| | | | | | | | |
| | | | By: Fifth Wall Ventures GP, LLC, its General Partner | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Brad Greiwe | |
| | | | Name: | | | Brad Greiwe | |
| | | | Title: | | | Managing Partner | |
| | | | | | | | |
| | | | | | | | |
| | | | FIFTH WALL VENTURES SPV II, L.P. | | |||
| | | | | | | | |
| | | | By: Fifth Wall Ventures GP, LLC, its General Partner | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Brad Greiwe | |
| | | | Name: | | | Brad Greiwe | |
| | | | Title: | | | Managing Partner | |
| | | | FIFTH WALL VENTURES SPV VIII, L.P. | | |||
| | | | | | | | |
| | | | By: Fifth Wall Ventures GP, LLC, its General Partner | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Brad Greiwe | |
| | | | Name: | | | Brad Greiwe | |
| | | | Title: | | | Managing Partner | |
| | | | | | | | |
| | | | | | | | |
| | | | FIFTH WALL VENTURES SPV XIV, L.P. | | |||
| | | | | | | | |
| | | | By: Fifth Wall Ventures GP, LLC, its General Partner | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Brad Greiwe | |
| | | | Name: | | | Brad Greiwe | |
| | | | Title: | | | Managing Partner | |
| | | | | | | | |
| | | | | | | | |
| | | | FIFTH WALL VENTURES SPV XV, L.P. | | |||
| | | | | | | | |
| | | | By: Fifth Wall Ventures GP, LLC, its General Partner | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Brad Greiwe | |
| | | | Name: | | | Brad Greiwe | |
| | | | Title: | | | Managing Partner | |
| | | | COMPANY STOCKHOLDERS: | | |||
| | | | | | | | |
| | | | GENERAL ATLANTIC (ODL), L.P. | | |||
| | | | | | | | |
| | | | By: General Atlantic (SPV) GP, LLC, its General Partner | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ J. Frank Brown | |
| | | | Name: | | | J. Frank Brown | |
| | | | Title: | | | Managing Director | |
| | | | COMPANY STOCKHOLDERS: | | |||
| | | | | | |||
| | | | ANDREESSEN HOROWITZ FUND V, L.P. | | |||
| | | | for itself and as nominee for | | |||
| | | | Andreessen Horowitz Fund V-A, L.P., | | |||
| | | | Andreessen Horowitz Fund V-B, L.P., and | | |||
| | | | Andreessen Horowitz Fund V-Q, L.P. | | |||
| | | | | | |||
| | | | By: AH Equity Partners V, L.L.C., its general partner | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Scott Kupor | |
| | | | Name: | | | Scott Kupor | |
| | | | Title: | | | Managing Partner | |
| | | | COMPANY STOCKHOLDERS: | | |||
| | | | | | | | |
| | | | AI LIQUIDRE LLC | | |||
| | | | | | | | |
| | | | By: Access Industries Management LLC, its manager | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Alejandro Moreno | |
| | | | Name: | | | Alejandro Moreno | |
| | | | Title: | | | Executive Vice President | |
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Suzette Del Giudice | |
| | | | Name: | | | Suzette Del Giudice | |
| | | | Title: | | | Executive Vice President | |
| | | | COMPANY STOCKHOLDERS: | | |||
| | | | | | | | |
| | | | LV OPENDOOR JV, LLC | | |||
| | | | | | | | |
| | | | By: LV Opendoor Investor LLC, its Managing Member | | |||
| | | | | | | | |
| | | | By: LEN X, LLC, its Sole Member | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Eric Feder | |
| | | | Name: | | | Eric Feder | |
| | | | Title: | | | Authorized Person | |
| | | | COMPANY STOCKHOLDERS: | | |||
| | | | | | |||
| | | | ERIC WU | | |||
| | | | | | | | |
| | | | By: | | | /s/ Eric Wu | |
| | | | Name: | | | Eric Wu | |
| | | | ACQUIROR: | | |||
| | | | | | |||
| | | | SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. II | | |||
| | | | | | |||
| | | | | | |||
| | | | By: | | | /s/ Chamath Palihapitiya | |
| | | | | | | Name: Chamath Palihapitiya | |
| | | | | | | Title: Chief Executive Officer | |
| | | | COMPANY: | | |||
| | | | | | |||
| | | | OPENDOOR LABS INC. | | |||
| | | | | | |||
| | | | By: | | | /s/ Eric Wu | |
| | | | | | | Name: Eric Wu | |
| | | | | | | Title: Chief Executive Officer | |
Holder
|
| |
Shares of
Common Stock |
| |
Shares of
Series A Preferred Stock |
| |
Shares of
Series B Preferred Stock |
| |
Shares of
Series C Preferred Stock |
| |
Shares of
Series C-1 Preferred Stock |
| |
Shares of
Series D Preferred Stock |
| |
Shares of
Series D-1 Preferred Stock |
| |
Shares of
Series E Preferred Stock |
| |
Shares of
Series E-1 Preferred Stock |
| |
Shares of
Series E-2 Preferred Stock |
| |
Warrants
|
| |
Notice
Information |
| |||||||||||||||||||||||||||||||||
SVF Excalibur (Cayman) Limtied
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 41,762,372 | | | | | | | | | | | | 3,751,275 | | | | | | | | | | | |
AI LiquidRE LLC
|
| | | | | | | | | | | | | | | | | | | | | | 8,917,424 | | | | | | | | | | | | 1,520,024 | | | | | | 2,588,340 | | | | | | 5,220,296 | | | | | | | | | | | | 1,623,213 | | | | | | | | | | | |
Khosla Ventures IV, LP
|
| | | | 4,751,194 | | | | | | 14,253,656 | | | | | | 3,404,746 | | | | | | 3,512,312 | | | | | | 526,944 | | | | | | 285,738 | | | | | | | | | | | | 9,813 | | | | | | | | | | | | 35,258 | | | | | | | | | | | |
Khosla Ventures IV (CF) LP
|
| | | | 303,752 | | | | | | 911,262 | | | | | | 217,672 | | | | | | 224,548 | | | | | | 33,688 | | | | | | 18,268 | | | | | | | | | | | | 627 | | | | | | | | | | | | 2,254 | | | | | | | | | | | |
Khosla Ventures Seed B, LP
|
| | | | 20,086 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Khosla Ventures Seed B (CF), LP
|
| | | | 1,140 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
GGV Capital V L.P.
|
| | | | | | | | | | | | | | | | 9,431,358 | | | | | | 1,075,218 | | | | | | 811,114 | | | | | | | | | | | | 663,968 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
GGV Capital V Entrepreneurs Fund L.P.
|
| | | | | | | | | | | | | | | | 346,132 | | | | | | 39,460 | | | | | | 29,766 | | | | | | | | | | | | 24,366 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
GGV Capital Select L.P.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,520,024 | | | | | | 1,892,924 | | | | | | 1,044,059 | | | | | | | | | | | | 75,025 | | | | | | | | | | | |
Norwest Venture Partners XIII, LP
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,600,112 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Norwest Venture Partners XIV, LP
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,610,148 | | | | | | | | | | | | 150,051 | | | | | | | | | | | |
LV Opendoor JV, LLC
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,220,296 | | | | | | | | | | | | 300,102 | | | | | | | | | | | |
Fifth Wall Ventures, L.P.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 724,289 | | | | | | 853,618 | | | | | | | | | | | | | | | | | | 562,691 | | | | | | | | | | | |
Fifth Wall Ventures SPV I, L.P.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,713,219 | | | | | | 3,414,474 | | | | | | | | | | | | | | | | | | | | | | | | 300,000 | | | | | |
Fifth Wall Ventures SPV II, L.P.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,593,741 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fifth Wall Ventures SPV VIII, L.P.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,808,813 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fifth Wall Ventures SPV XIV, L.P.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 187,563 | | | | | | | | | | | |
Fifth Wall Ventures SPV XV, L.P.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 157,291 | | | | | | | | | | | |
General Atlantic (ODL), L.P.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,830,444 | | | | | | | | | | | | 3,751,275 | | | | | | | | | | | |
Andreessen Horowitz Fund V, L.P., as nominee
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,566,088 | | | | | | | | | | | | 3,751,275 | | | | | | | | | | | |
Eric Wu
|
| | | | 20,400,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total:
|
| | | | 25,476,172 | | | | | | 15,164,918 | | | | | | 13,399,908 | | | | | | 13,768,962 | | | | | | 1,401,512 | | | | | | 17,784,228 | | | | | | 9,437,690 | | | | | | 65,264,143 | | | | | | 0 | | | | | | 14,347,273 | | | | | | 300,000 | | | | | |
| Name of Investor: | | | State/Country of Formation or Domicile: | |
| By: | | | | |
| Name: | | | | |
| Title: | | | | |
| Name in which Shares are to be registered (if different): | | | Date: , 2020 | |
| Investor’s EIN: | | | | |
| Business Address-Street: | | | Mailing Address-Street (if different): | |
| City, State, Zip: | | | City, State, Zip: | |
| Attn: | | | Attn: | |
| Telephone No.: | | | Telephone No.: | |
| Facsimile No.: | | | Facsimile No.: | |
| Number of Shares subscribed for: | | | | |
| Aggregate Subscription Amount: $ | | | Price Per Share: $10.00 | |
| |
OPENDOOR TECHNOLOGIES INC.
|
| |
| |
FORM OF 2020 INCENTIVE AWARD PLAN
|
| |
| “Affiliate” | | | in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. | |
| “Applicable Law” | | | means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person. | |
| “Articles” | | | means these articles of association of the Company. | |
| “Audit Committee” | | | means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
| “Auditor” | | | means the person for the time being performing the duties of auditor of the Company (if any). | |
| “Business Combination” | | | means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target business”), which Business Combination: (a) as long as the Company’s securities are listed on the New York Stock Exchange must occur with one or more operating businesses or assets with a fair market value equal to at least 80 per cent of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the | |
| | | | amount of any deferred underwriting discount) at the time of signing the agreement to enter into such Business Combination; and (b) must not be effectuated solely with another blank cheque company or a similar company with nominal operations. | |
| “business day” | | | means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City. | |
| “Clearing House” | | | means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction. | |
| “Class A Share” | | | means a class A ordinary share of a par value of US$0.0001 in the share capital of the Company. | |
| “Class B Share” | | | means a class B ordinary share of a par value of US$0.0001 in the share capital of the Company. | |
| “Company” | | | means the above named company. | |
| “Company’s Website” | | | means the website of the Company and/or its web-address or domain name, if any. | |
| “Compensation Committee” | | | means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
| “Designated Stock Exchange” | | | means any U.S. national securities exchange on which the securities of the Company are listed for trading, including the New York Stock Exchange. | |
| “Directors” | | | means the directors for the time being of the Company. | |
| “Dividend” | | | means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles. | |
| “Electronic Communication” | | | means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors. | |
| “Electronic Record” | | | has the same meaning as in the Electronic Transactions Law. | |
| “Electronic Transactions Law” | | | means the Electronic Transactions Law (2003 Revision) of the Cayman Islands. | |
| “Equity-linked Securities” | | | means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt. | |
| “Exchange Act” | | | means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time. | |
| “Founders” | | |
means all Members immediately prior to the consummation of the IPO.
|
|
| “Independent Director” | | | has the same meaning as in the rules and regulations of the | |
| | | | Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be. | |
| “IPO” | | | means the Company’s initial public offering of securities. | |
| “Member” | | | has the same meaning as in the Statute. | |
| “Memorandum” | | | means the memorandum of association of the Company. | |
|
“Nominating and Corporate Governance Committee”
|
| | means the nominating and corporate governance committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
| “Officer” | | | means a person appointed to hold an office in the Company. | |
| “Ordinary Resolution” | | | means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles. | |
| “Over-Allotment Option” | | | means the option of the Underwriters to purchase up to an additional 15 per cent of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions. | |
| “Preference Share” | | | means a preference share of a par value of US$0.0001 in the share capital of the Company. | |
| “Public Share” | | | means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO. | |
| “Redemption Notice” | | | means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein. | |
| “Register of Members” | | | means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members. | |
| “Registered Office” | | |
means the registered office for the time being of the Company.
|
|
| “Representative” | | | means a representative of the Underwriters. | |
| “Seal” | | | means the common seal of the Company and includes every duplicate seal. | |
| “Securities and Exchange Commission” | | | means the United States Securities and Exchange Commission. | |
| “Share” | | | means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company. | |
| “Special Resolution” | | | subject to Article 29.4, has the same meaning as in the Statute, and includes a unanimous written resolution. | |
| “Sponsor” | | | means SCH Sponsor II LLC, a Cayman Islands limited liability company, and its successors or assigns. | |
| “Statute” | | | means the Companies Law (2020 Revision) of the Cayman Islands. | |
| “Treasury Share” | | | means a Share held in the name of the Company as a treasury share in accordance with the Statute. | |
| “Trust Account” | | | means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of | |
| | | | the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited. | |
| “Underwriter” | | | means an underwriter of the IPO from time to time and any successor underwriter. | |
| Name: | | | Address: | |
| [•] | | | [•] | |
| | |
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|
Exhibit
Number |
| |
Description
|
|
| 10.25* | | | Offer Letter Agreement, dated as of July 22, 2019, by and between Opendoor Labs Inc. and Tom Willerer (as amended September 1, 2020). | |
| 10.26* | | | Offer Letter Agreement, dated as of September 24, 2019, by and between Opendoor Labs Inc. and Julie Todaro. | |
| 10.27* | | | Offer Letter, dated as of March 19, 2014, by Eric Wu to Ian Wong. | |
| 10.28* | | | Offer Letter Agreement, dated as of April 13, 2014, by and between Opendoor Labs Inc. and Ian Wong (as amended September 1, 2020). | |
| 10.29* | | | Offer Letter Agreement, dated as of December 20, 2016, by and between Opendoor Labs Inc. and Elizabeth Stevens. | |
| 10.30* | | | Offer Letter Agreement, dated as of May 31, 2019, by and between Opendoor Labs Inc. and Gautam Gupta. | |
| 10.31* | | | Promissory Note by Gautam Gupta in favor of Opendoor Labs Inc., in the principal amount of $1,499,999.76, dated as of March 29, 2018. | |
| 10.32* | | | Pledge and Security Agreement by and between Opendoor Labs Inc. and Gautam Gupta, dated as of March 29, 2018. | |
| 21.1 | | | List of subsidiaries of the Registrant. | |
| 23.1 | | | Consent of Marcum LLP. | |
| 23.2 | | | Consent of Deloitte & Touche LLP. | |
| 23.3* | | | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1). | |
| 24.1 | | | Power of Attorney (included on the signature page of this Registration Statement). | |
| 99.1* | | | Form of Proxy Card for the Registrant’s Extraordinary General Meeting. | |
| 99.2 | | | Consent of Eric Wu to be named as a director. | |
| 99.3 | | | Consent of Adam Bain to be named as a director. | |
| 101.INS | | | XBRL Instance Document. | |
| 101.SCH | | | XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | | | XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | | | XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | | | XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | | | XBRL Taxonomy Extension Presentation Linkbase Document. | |
| | | | SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. II | | ||||||
| | | | By: | | |
/s/ Chamath Palihapitiya
|
| |||
| | | | | | | Name: | | | Chamath Palihapitiya | |
| | | | | | | Title: | | | Chief Executive Officer | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Chamath Palihapitiya
Chamath Palihapitiya
|
| |
Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
|
| |
October 5, 2020
|
|
|
/s/ Steven Trieu
Steven Trieu
|
| |
Chief Financial Officer (Principal Financial and Accounting Officer)
|
| |
October 5, 2020
|
|
|
/s/ Ian Osborne
Ian Osborne
|
| |
President and Director
|
| |
October 5, 2020
|
|
|
/s/ Adam Bain
Adam Bain
|
| |
Director
|
| |
October 5, 2020
|
|
|
/s/ David Spillane
David Spillane
|
| |
Director
|
| |
October 5, 2020
|
|
|
/s/ Cipora Herman
Cipora Herman
|
| |
Director
|
| |
October 5, 2020
|
|
Exhibit 10.5 |
CONVERTIBLE NOTES EXCHANGE AGREEMENT
CONVERTIBLE NOTES EXCHANGE AGREEMENT, dated as of September 14, 2020 (this “Agreement”), by and among Opendoor Labs Inc., a Delaware corporation (the “Issuer”), and the entities listed on Schedule I hereto (collectively, the “Holders” and each, a “Holder” with respect to its Note (as defined below)).
WHEREAS, the Issuer and the Holders are parties to those certain Convertible Notes, dated July 25, 2019 and November 21, 2019, copies of which are attached hereto as Exhibits A-1 through A-10 (the “Notes” and each, a “Note”);
WHEREAS, the Issuer is entering into that certain Agreement and Plan of Merger concurrently with the execution hereof (the “Merger Agreement”), by and among the Issuer, Hestia Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Purchaser”), pursuant to which Merger Sub will, on the “Closing Date” (as defined in the Merger Agreement) upon the “Effective Time” (as defined in the Merger Agreement), merge with and into the Issuer, the separate corporate existence of Merger Sub will cease and Issuer will be the surviving corporation and a wholly owned subsidiary of Purchaser (the “Transaction”); and
WHEREAS, the parties hereto desire to exchange each of the Notes for the right to receive shares of common stock, $0.00001 par value per share, of the Issuer (the “Issuer Stock”), at the earlier of (x) immediately prior to the Effective Time and the “Closing” (as defined in the Merger Agreement) and (y) 11:59 pm New York City time on March 13, 2021 (such earlier time, the “Stock Delivery Time”).
NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Except as otherwise provided herein, capitalized terms defined in the Note and used herein shall have the meanings given to them in the Note.
2. The Holders and the Issuer hereby confirm and agree that, as of the date hereof, those certain Letter Agreements, relating to IPO Allocations, dated July 25, 2019 and November 21, 2019, delivered by the Issuer to each of the Holders shall be terminated and be of no further force and effect as of and following the Effective Time.
3. The Holders and the Issuer hereby confirm and agree that, as of the date hereof, that certain Letter Agreement, relating to a Commitment to Purchase Convertible Notes, dated April 6, 2020, delivered by the Issuer to the Holders shall be terminated and be of no further force and effect.
4. In consideration of each Holder’s right to receive shares of Issuer Stock at the Stock Delivery Time pursuant to paragraph 5 below, the Issuer and each Holder hereby agrees that, effective upon execution hereof, each Holder surrenders and transfers such Holder’s Note or Notes to the Issuer (with such Note(s) to be delivered to the Issuer within five (5) Business Days following the date hereof), and releases the Issuer from any further obligation thereunder, and, as consideration therefor, the Company hereby grants each Holder its respective right to receive shares of Issuer Stock pursuant to paragraph 5 (the surrender of such Notes in exchange for such right to receive shares of Issuer Stock, the “Notes Exchange”). Upon the execution of this Agreement by each Holder, such Holder shall receive its Issuer Stock Rights in full satisfaction of the outstanding principal of, and accrued interest on, and any and all obligations of the Issuer under, such Holder’s Note or Notes, and each such Note shall be cancelled and of no further force or effect.
5. As consideration for the Notes Exchange in paragraph 4, the Issuer hereby agrees with each Holder that, at the Stock Delivery Time, the Issuer will issue and deliver in book-entry form to each Holder the number of shares of Issuer Stock set forth next to such Holder’s name on Schedule I hereto in the column entitled “Number of Shares of Issuer Stock” (such right, the “Issuer Stock Rights”).
6. For the avoidance of doubt, if the Stock Delivery Time occurs on the Closing Date, immediately following such Stock Delivery Time, such shares of Issuer Stock received pursuant to the Issuer Stock Rights shall be converted into shares of Common Equity of the Purchaser, pursuant to, and subject to the terms of, the Merger Agreement.
7. For the avoidance of doubt, and without limiting the generality of the foregoing, the Holders and the Issuer hereby confirm, acknowledge and agree that the Note Exchange in accordance with the terms hereof shall satisfy in full any and all obligations of the Issuer under the Notes, and the Issuer shall have no further obligations or liability to the Holders under the Notes; provided that, except as provided for in paragraph 8 and subject to the other terms of this Agreement, nothing in this paragraph 7 shall relieve any party from any liability for any breach of this Agreement or the Notes occurring prior to the date hereof.
8. For purposes of the delivery of Issuer Stock to each Holder in connection with the transactions contemplated by this Agreement, the Holder hereby provides the applicable information set forth on Schedule I. As of the date hereof, each Holder has delivered to the Issuer a valid and duly executed IRS Form W-9 or applicable IRS Form W-8 (and Holder will, at the reasonable request of the Issuer or to the extent information with respect to such form becomes out of date, provide updated Form(s) to the Issuer). Each Holder will also provide any other tax-related forms or documentation reasonably requested by the Issuer in connection with the transactions contemplated by this Agreement, the Transaction and any other transactions contemplated under the Merger Agreement.
9. Each Holder hereby acknowledges notice of the Transaction, any other transactions contemplated by the Merger Agreement and this Agreement and hereby acknowledges and agrees that this Agreement has satisfied the notice obligations, if any, of the Issuer set forth in each Note.
10. Each party to this Agreement represents and warrants to the other parties hereto that (a) such party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to enter into and perform its obligations under this Agreement and (b) this Agreement has been duly authorized, executed and delivered by such party and constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and other similar Laws affecting the rights of creditors generally and general principles of equity, whether considered in a proceeding at law or in equity.
11. If the Stock Delivery Time occurs on the Closing Date, each Holder shall have the right to elect in its sole discretion, by written notice to the Purchaser at least three (3) business days prior to the Closing Date, to enter into the Registration Rights Agreement (as defined in the Merger Agreement), in the form attached to the Merger Agreement.
12. Each Holder hereby represents and warrants that the representations and warranties set forth in Section 26 of its Note shall be true and accurate with respect to such Holder as of the date hereof; provided that each reference to “Note” therein shall instead be a reference to “Issuer Stock Rights.”
13. Each party hereto will execute and deliver such additional documents and take such further acts as any other party hereto shall reasonably request to consummate the transactions contemplated hereby.
14. This Agreement may be executed in any number of counterparts (and each of the parties hereto shall not be required to execute the same counterpart). Each counterpart of this Agreement including a signature page executed by each of the parties hereto shall be an original counterpart of this Agreement, but all of such counterparts together shall constitute one instrument.
15. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and may be assigned by any Holder to any permitted transferee of such Holder’s Note; provided, that in no event will any Holder that is a United States person (as defined in Section 7701 of the Internal Revenue Code of 1986, as amended (the “Code”) assign its Note directly or indirectly to any Person that is not a United States person (as defined in the Code).
16. The provisions of this Agreement may be modified or amended only by an instrument or instruments in writing signed by each party hereto.
17. Notwithstanding anything else in this Agreement or in the Notes, each Holder agrees that (i) the Issuer (and its affiliates and representatives) shall be entitled to treat the Notes as contingent payment debt instruments subject to the rules set forth in Treasury Regulations Section 1.1275-4; (ii) the parties shall treat the Notes Exchange as an exchange under Section 1001 of the Code occurring on the date hereof and provided, to the extent permitted by law, Holder shall be entitled to treat any amounts that are not treated as attributable to an interest payment as received in a recapitalization described in Section 368(a)(1)(E) of the Code; (iii) the Issuer (and its affiliates and representatives) shall be entitled to make a good faith determination of the amount of any withholding taxes required to be paid by it with respect to any amounts deliverable on or in connection with the Note or the transactions contemplated by this Agreement; and (iv) each Holder will pay to the Issuer, upon two (2) days prior written notice, an amount in cash equal to the withholding taxes the Issuer has informed such Holder is payable in connection with the transactions contemplated by this Agreement. The Issuer and the Holders (and their Affiliates) agree to file their income tax returns in a manner consistent with the tax characterizations described in clauses (i) and (ii) of this paragraph 17.
18. The Issuer shall deliver a certificate prepared pursuant to Treasury Regulation Section 1.1445-2(c)(3)(i) and dated as of the Closing Date, sworn under penalty of perjury and in form and substance as required under Treasury Regulation Section 1.897-2(h), stating that an interest in the Issuer is not a “United States real property interest” within the meaning of Section 897(c)(2) of the Code, during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.
19. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.
[signature page follows]
IN WITNESS WHEREOF, each party hereto has caused this Convertible Notes Exchange Agreement to be duly executed by its officer thereunto duly authorized as of the date first above written.
ISSUER: | ||
OPENDOOR LABS INC. | ||
By | ||
Name: | ||
Title: |
SIGNATURE PAGE TO CONVERTIBLE NOTES EXCHANGE AGREEMENT |
IN WITNESS WHEREOF, each party hereto has caused this Convertible Notes Exchange Agreement to be duly executed by its officer thereunto duly authorized as of the date first above written.
|
HOLDERS:
|
|
MAGNETAR CONSTELLATION MASTER FUND, LTD | ||
By: Magnetar Financial, LLC, its investment manager | ||
By | ||
Name: | ||
Title: | ||
MAGNETAR STRUCTURED CREDIT FUND, LP | ||
By: Magnetar Financial, LLC, its general partner | ||
By | ||
Name: | ||
Title: | ||
MAGNETAR XING HE MASTER FUND, LTD | ||
By: Magnetar Financial, LLC, its investment manager | ||
By | ||
Name: | ||
Title: | ||
MAGNETAR SC FUND LTD | ||
By: Magnetar Financial, LLC, its investment manager | ||
By | ||
Name: | ||
Title: |
SIGNATURE PAGE TO CONVERTIBLE NOTES EXCHANGE AGREEMENT |
IN WITNESS WHEREOF, each party hereto has caused this Convertible Notes Exchange Agreement to be duly executed by its officer thereunto duly authorized as of the date first above written.
|
HOLDERS: | ||
MAGNETAR CONSTELLATION MASTER FUND V LTD | ||
By: Magnetar Financial, LLC, its investment manager | ||
By | ||
Name: | ||
Title: | ||
MAGNETAR LONGHORN FUND LP | ||
By: Magnetar Financial, LLC, its investment manager | ||
By | ||
Name: | ||
Title: | ||
MAGNETAR CONSTELLATION FUND II, LTD | ||
By: Magnetar Financial, LLC, its investment manager | ||
By | ||
Name: | ||
Title: |
SIGNATURE PAGE TO CONVERTIBLE NOTES EXCHANGE AGREEMENT |
Schedule I
Name of Holder (Note Number) | Address |
Number of
Shares of Issuer Stock |
|||||
Magnetar Constellation Master Fund, Ltd (N-1) | fisecuritynotices@magnetar.com |
c/o Magnetar Financial, LLC
1603 Orrington Ave., 13th Fl. Evanston, Illinois 60201 |
4,498,626 | ||||
Magnetar Structured Credit Fund, LP (N-2) | fisecuritynotices@magnetar.com |
c/o Magnetar Financial, LLC
1603 Orrington Ave., 13th Fl. Evanston, Illinois 60201 |
1,270,376 | ||||
Magnetar Xing He Master Fund Ltd (N-3) | fisecuritynotices@magnetar.com |
c/o Magnetar Financial, LLC
1603 Orrington Ave., 13th Fl. Evanston, Illinois 60201 |
1,427,305 | ||||
Magnetar SC Fund Ltd (N-4) | fisecuritynotices@magnetar.com |
c/o Magnetar Financial, LLC
1603 Orrington Ave., 13th Fl. Evanston, Illinois 60201 |
1,001,355 | ||||
Magnetar Constellation Master Fund V Ltd (N-5) | fisecuritynotices@magnetar.com |
c/o Magnetar Financial, LLC
1603 Orrington Ave., 13th Fl. Evanston, Illinois 60201 |
1,434,778 | ||||
Magnetar Longhorn Fund LP (N-6) | fisecuritynotices@magnetar.com |
c/o Magnetar Financial, LLC
1603 Orrington Ave., 13th Fl. Evanston, Illinois 60201 |
336,276 | ||||
Magnetar Constellation Fund II, Ltd (N-7) | fisecuritynotices@magnetar.com |
c/o Magnetar Financial, LLC
1603 Orrington Ave., 13th Fl. Evanston, Illinois 60201 |
1,987,765 | ||||
Magnetar Structured Credit Fund, LP (N-8) | fisecuritynotices@magnetar.com |
c/o Magnetar Financial, LLC
1603 Orrington Ave., 13th Fl. Evanston, Illinois 60201 |
936,287 | ||||
Magnetar Constellation Master Fund V Ltd (N-9) | fisecuritynotices@magnetar.com |
c/o Magnetar Financial, LLC
1603 Orrington Ave., 13th Fl. Evanston, Illinois 60201 |
72,022 | ||||
Magnetar Longhorn Fund LP (N-10) | fisecuritynotices@magnetar.com |
c/o Magnetar Financial, LLC
1603 Orrington Ave., 13th Fl. Evanston, Illinois 60201 |
302,493 |
Exhibit A
Existing Notes
Exhibit 10.18
OpenDoor Labs Inc.
2014
Stock Plan
Amended as of May 16, 2014
Amended as of February 12, 2015
Amended as of October 21, 2015
Amended as of November 28, 2016
Amended as of February 7, 2017
Amended as of September 29, 2017
Amended as of May 15, 2018
Amended as of July 5, 2018
Amended as of December 9, 2018
Amended as of February 6, 2020
1. Purposes of the Plan. The purposes of this 2014 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an Option and subject to the applicable provisions of Section 422 of the Code and the regulations promulgated thereunder. Restricted Stock and Restricted Stock Units may also be granted under the Plan.
2. Definitions. As used herein, the following definitions shall apply:
(a) “Administrator” means the Board or a Committee.
(b) “Affiliate” means (i) an entity other than a Subsidiary which, together with the Company, is under common control of a third person or entity and (ii) an entity other than a Subsidiary in which the Company and /or one or more Subsidiaries own a controlling interest.
(c) “Applicable Laws” means all applicable laws, rules, regulations and requirements, including, but not limited to, all applicable U.S. federal or state laws, any Stock Exchange rules or regulations, and the applicable laws, rules or regulations of any other country or jurisdiction where Awards are granted under the Plan or Participants reside or provide services, as such laws, rules, and regulations shall be in effect from time to time.
(d) “Award” means an Option, Restricted Stock or Restricted Stock Units granted under the Plan.
(e) “Award Agreement” means a written agreement, contract, certificate or other instrument or document evidencing the terms and conditions of an individual Award granted under the Plan (including documents attached to or incorporated by reference) which may, in the discretion of the Company, be transmitted electronically to any Participant. The forms of Award Agreements shall be approved from time to time by the Administrator and shall be subject to the terms and conditions of the Plan.
(f) “Board” means the Board of Directors of the Company.
(g) “California Participant” means a Participant whose Award is issued in reliance on Section 25102(o) of the California Corporations Code.
(h) “Cashless Exercise” means a program approved by the Administrator in which payment of the Option exercise price or tax withholding obligations or other required deductions may be satisfied, in whole or in part, with Shares subject to the Option, including by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Company) to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of such amount.
(i) “Cause” for termination of a Participant’s Continuous Service Status will exist (unless another definition is provided in an applicable Award Agreement, employment agreement or other applicable written agreement) if the Participant’s Continuous Service Status is terminated for any of the following reasons: (i) any material breach by Participant of any material written agreement between Participant and the Company and Participant’s failure to cure such breach within 30 days after receiving written notice thereof; (ii) any failure by Participant to comply with the Company’s material written policies or rules as they may be in effect from time to time; (iii) neglect or persistent unsatisfactory performance of Participant’s duties and Participant’s failure to cure such condition within 30 days after receiving written notice thereof; (iv) Participant’s repeated failure to follow reasonable and lawful instructions from the Board, the Company’s Chief Executive Officer, or the Participant’s direct supervisor, as applicable, and Participant’s failure to cure such condition within 30 days after receiving written notice thereof; (v) Participant’s conviction of, or plea of guilty or nolo contendre to, any crime that results in, or is reasonably expected to result in, material harm to the business or reputation of the Company; (vi) Participant’s commission of or participation in an act of fraud against the Company; (vii) Participant’s intentional material damage to the Company’s business, property or reputation; or (viii) Participant’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company. For purposes of clarity, a termination without “Cause” does not include any termination that occurs as a result of Participant’s death or disability. The determination as to whether a Participant’s Continuous Service Status has been terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment or consulting relationship at any time, and the term “Company” will be interpreted to include any Subsidiary, Parent, Affiliate, or any successor thereto, if appropriate.
(j) “Change of Control” means (i) a sale of all or substantially all of the Company’s assets other than to an Excluded Entity (as defined below), (ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, limited liability company or other entity other than an Excluded Entity, or (iii) the consummation of a transaction, or series of related transactions, in which any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of all of the Company’s then outstanding voting securities.
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Notwithstanding the foregoing, a transaction shall not constitute a Change of Control if its purpose is to (A) change the jurisdiction of the Company’s incorporation, (B) create a holding company that will be owned in substantially the same proportions by the persons who hold the Company’s securities immediately before such transaction, or (C) obtain funding for the Company in a financing that is approved by the Company’s Board. An “Excluded Entity” means a corporation or other entity of which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be cast by all of such corporation’s or other entity’s voting securities outstanding immediately after such transaction.
(k) “Code” means the Internal Revenue Code of 1986, as amended.
(l) “Committee” means one or more committees or subcommittees of the Board consisting of two (2) or more Directors (or such lesser or greater number of Directors as shall constitute the minimum number permitted by Applicable Laws to establish a committee or sub-committee of the Board) appointed by the Board to administer the Plan in accordance with Section 4 below.
(m) “Common Stock” means the Company’s common stock, par value $0.0001 per share, as adjusted pursuant to Section 10 below.
(n) “Company” means Opendoor Labs Inc., a Delaware corporation.
(o) “Consultant” means any person or entity, including an advisor but not an Employee, that renders, or has rendered, services to the Company, or any Parent, Subsidiary or Affiliate and is compensated for such services, and any Director whether compensated for such services or not.
(p) “Continuous Service Status” means the absence of any interruption or termination of service as an Employee or Consultant. Continuous Service Status as an Employee or Consultant shall not be considered interrupted or terminated in the case of: (i) Company approved sick leave; (ii) military leave; (iii) any other bona fide leave of absence approved by the Company, provided that, if an Employee is holding an Incentive Stock Option and such leave exceeds 3 months then, for purposes of Incentive Stock Option status only, such Employee’s service as an Employee shall be deemed terminated on the 1st day following such 3-month period and the Incentive Stock Option shall thereafter automatically become a Nonstatutory Stock Option in accordance with Applicable Laws, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to a written Company policy. Also, Continuous Service Status as an Employee or Consultant shall not be considered interrupted or terminated in the case of a transfer between locations of the Company or between the Company, its Parents, Subsidiaries or Affiliates, or their respective successors, or a change in status from an Employee to a Consultant or from a Consultant to an Employee.
(q) “Director” means a member of the Board.
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(r) “Disability” means “disability” within the meaning of Section 22(e)(3) of the Code.
(s) “Employee” means any person employed by the Company, or any Parent, Subsidiary or Affiliate, with the status of employment determined pursuant to such factors as are deemed appropriate by the Company in its sole discretion, subject to any requirements of Applicable Laws, including the Code. The payment by the Company of a director’s fee shall not be sufficient to constitute “employment” of such Director by the Company or any Parent, Subsidiary or Affiliate.
(t) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(u) “Fair Market Value” means, as of any date, the per share fair market value of the Common Stock, as determined by the Administrator in good faith on such basis as it deems appropriate and applied consistently with respect to Participants. Whenever possible, the determination of Fair Market Value shall be based upon the per share closing price for the Shares as reported in The Wall Street Journal for the applicable date.
(v) “Family Members” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships) of the Participant, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) have more than 50% of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than 50% of the voting interests.
(w) “Incentive Stock Option” means an Option intended to, and which does, in fact, qualify as an incentive stock option within the meaning of Section 422 of the Code.
(x) “Involuntary Termination” means (unless another definition is provided in the applicable Award Agreement, employment agreement or other applicable written agreement) the termination of a Participant’s Continuous Service Status other than for (i) death, (ii) Disability or (iii) for Cause by the Company or a Parent, Subsidiary, Affiliate or successor thereto, as appropriate.
(y) “Listed Security” means any security of the Company that is listed or approved for listing on a national securities exchange or designated or approved for designation as a national market system security on an interdealer quotation system by the Financial Industry Regulatory Authority (or any successor thereto).
(z) “Nonstatutory Stock Option” means an Option that is not intended to, or does not, in fact, qualify as an Incentive Stock Option.
(aa) “Option” means a stock option granted pursuant to the Plan.
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(bb) “Option Exchange Program” means a program approved by the Administrator whereby outstanding Options (i) are exchanged for Options with a lower exercise price, Restricted Stock, Restricted Stock Units, cash or other property or (ii) are amended to decrease the exercise price as a result of a decline in the Fair Market Value.
(cc) “Optioned Stock” means Shares that are subject to an Option or that were issued pursuant to the exercise of an Option.
(dd) “Optionee” means an Employee or Consultant who receives an Option.
(ee) “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, at the time of grant of the Award, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.
(ff) “Participant” means any holder of one or more Awards or Shares issued pursuant to an Award.
(gg) “Plan” means this 2014 Stock Plan.
(hh) “Restricted Stock” means Shares acquired pursuant to a right to purchase or receive Common Stock granted pursuant to Section 8 below.
(ii) “Restricted Stock Unit” means a bookkeeping entry representing an obligation of the Company to deliver Shares or cash granted pursuant to Section 8 below.
(jj) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, or any successor provision.
(kk) “Share” means a share of Common Stock, as adjusted in accordance with Section 10 below.
(ll) “Stock Exchange” means any stock exchange or consolidated stock price reporting system on which prices for the Common Stock are quoted at any given time.
(mm) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of grant of the Award, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.
(nn) “Ten Percent Holder” means a person who owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Parent or Subsidiary measured as of an Award’s date of grant.
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3. Stock Subject to the Plan.
(a) Subject to the provisions of Section 10 below, the maximum aggregate number of Shares that may be issued under the Plan is 65,729,703 Shares, all of which Shares may be issued under the Plan pursuant to Incentive Stock Options. The Shares issued under the Plan may be authorized, but unissued, or reacquired Shares.
(b) If an Award should expire or become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unissued Shares that were subject thereto shall, unless the Plan shall have been terminated, continue to be available under the Plan for issuance pursuant to future Awards. In addition, any Shares which are retained by the Company upon exercise of an Award in order to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to such Award shall be treated as not issued and shall continue to be available under the Plan for issuance pursuant to future Awards. Shares issued under the Plan and later forfeited to the Company due to the failure to vest or repurchased by the Company at the original purchase price paid to the Company for the Shares (including, without limitation, upon forfeiture to or repurchase by the Company in connection with the termination of a Participant’s Continuous Service Status) shall again be available for future grant under the Plan.
(c) Notwithstanding the foregoing, subject to the provisions of Section 10 below, in no event shall the maximum aggregate number of Shares that may be issued under the Plan pursuant to Incentive Stock Options exceed the number set forth in the first sentence of this Section 3 plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated there under, any Shares that again become available for issuance pursuant to the remaining provisions of this Section 3.
(d) The Administrator may, from time to time, assume outstanding awards granted by another entity, whether in connection with an acquisition of such other entity or otherwise, by either (i) granting an Award under the Plan in replacement of or in substitution for the award assumed by the Company, or (ii) treating the assumed award as if it had been granted under the Plan if the terms of such assumed award could be applied to an Award granted under the Plan. Such assumed award shall be permissible if the holder of the assumed award would have been eligible to be granted an Award hereunder if the other entity had applied the rules of this Plan to such grant. The Administrator may also grant Awards under the Plan in settlement of or in substitution for outstanding awards or obligations to grant future awards in connection with the Company or an Affiliate acquiring another entity, an interest in another entity, or an additional interest in an Affiliate whether by merger, stock purchase, asset purchase or other form of transaction. If the Administrator authorizes the assumption of awards pursuant to this Section 3(d), the assumption will reduce the number of shares available for issuance under the Plan in the same manner as if the assumed awards had been granted under the Plan.
4. Administration of the Plan.
(a) General. The Plan shall be administered by the Board, a Committee appointed by the Board, or any combination thereof, as determined by the Board. The Plan may be administered by different administrative bodies with respect to different classes of Participants and, if permitted by Applicable Laws, the Board may authorize one or more officers of the Company to make Awards under the Plan to Employees and Consultants (who are not subject to Section 16 of the Exchange Act) within parameters specified by the Board.
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(b) Committee Composition. If a Committee has been appointed pursuant to this Section 4, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies (however caused) and dissolve a Committee and thereafter directly administer the Plan, all to the extent permitted by Applicable Laws and, in the case of a Committee administering the Plan in accordance with the requirements of Rule 16b-3, to the extent permitted or required by such provisions.
(c) Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee, the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its sole discretion:
(i) to determine the Fair Market Value in accordance with Section 2(t) above, provided that such determination shall be applied consistently with respect to Participants under the Plan;
(ii) to select the Employees and Consultants to whom Awards may from time to time be granted;
(iii) to determine the number of Shares to be covered by each Award;
(iv) to approve the form(s) of agreement(s) and other related documents used under the Plan;
(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder, which terms and conditions include but are not limited to the exercise or purchase price, the time or times when Awards may vest and/or be exercised (which may be based on performance criteria), the circumstances (if any) when vesting will be accelerated or forfeiture restrictions will be waived, and any restriction or limitation regarding any Award;
(vi) to amend any outstanding Award or Award Agreement, including any amendment adjusting vesting (e.g., in connection with a change in the terms or conditions under which such person is providing services to the Company), provided that no amendment shall be made that would materially and adversely affect the rights of any Participant without his or her consent;
(vii) to determine whether and under what circumstances an Option may be settled in cash under Section 7(c)(iii) below instead of Common Stock;
(viii) subject to Applicable Laws, to implement an Option Exchange Program and establish the terms and conditions of such Option Exchange Program without consent of the holders of capital stock of the Company, provided that no amendment or adjustment to an Option that would materially and adversely affect the rights of any Participant shall be made without his or her consent;
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(ix) to approve addenda pursuant to Section 18 below or to grant Awards to, or to modify the terms of, any outstanding Award Agreement held by Participants who are foreign nationals or employed outside of the United States with such terms and conditions as the Administrator deems necessary or appropriate to accommodate differences in local law, tax policy or custom which deviate from the terms and conditions set forth in this Plan to the extent necessary or appropriate to accommodate such differences; and
(x) to construe and interpret the terms of the Plan and any Award Agreement, which constructions, interpretations and decisions shall be final and binding on all Participants.
(d) Indemnification. To the maximum extent permitted by Applicable Laws, each member of the Committee (including officers of the Company, if applicable), or of the Board, as applicable, shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or pursuant to the terms and conditions of any Award except for actions taken in bad faith or failures to act in bad faith, and (ii) any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided that such member shall give the Company an opportunity, at its own expense, to handle and defend any such claim, action, suit or proceeding before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any other power that the Company may have to indemnify or hold harmless each such person.
5. Eligibility.
(a) Recipients of Grants. Nonstatutory Stock Options, Restricted Stock and Restricted Stock Units may be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees, provided that Employees of Affiliates shall not be eligible to receive Incentive Stock Options.
(b) Type of Option. Each Option shall be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.
(c) ISO $100,000 Limitation. Notwithstanding any designation under Section 5(b) above, to the extent that the aggregate Fair Market Value of Shares with respect to which options designated as incentive stock options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess options shall be treated as nonstatutory stock options. For purposes of this Section 5(c), incentive stock options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares subject to an incentive stock option shall be determined as of the date of the grant of such option.
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(d) No Employment Rights. Neither the Plan nor any Award shall confer upon any Employee or Consultant any right with respect to continuation of an employment or consulting relationship with the Company (any Parent, Subsidiary or Affiliate), nor shall it interfere in any way with such Employee’s or Consultant’s right or the Company’s (Parent’s, Subsidiary’s or Affiliate’s) right to terminate his or her employment or consulting relationship at any time, with or without cause.
6. Term of Plan. The Plan shall become effective upon its adoption by the Board and shall continue in effect for a term of 10 years unless sooner terminated under Section 14 below.
7. Options.
(a) Term of Option. The term of each Option shall be the term stated in the Award Agreement; provided that the term shall be no more than 10 years from the date of grant thereof or such shorter term as may be provided in the Award Agreement and provided further that, in the case of an Incentive Stock Option granted to a person who at the time of such grant is a Ten Percent Holder, the term of the Option shall be 5 years from the date of grant thereof or such shorter term as may be provided in the Award Agreement.
(b) Option Exercise Price and Consideration.
(i) Exercise Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option shall be such price as is determined by the Administrator and set forth in the Award Agreement, but shall be subject to the following:
(1) In the case of an Incentive Stock Option
a. granted to an Employee who at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the Fair Market Value on the date of grant;
b. granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value on the date of grant;
(2) Except as provided in subsection (3) below, in the case of a Nonstatutory Stock Option the per Share exercise price shall be such price as is determined by the Administrator, provided that, if the per Share exercise price is less than 100% of the Fair Market Value on the date of grant, it shall otherwise comply with all Applicable Laws, including Section 409A of the Code; and
(3) Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction.
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(ii) Permissible Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option and to the extent required by Applicable Laws, shall be determined at the time of grant) and may consist entirely of (1) cash; (2) check; (3) to the extent permitted under, and in accordance with, Applicable Laws, delivery of a promissory note with such recourse, interest, security and redemption provisions as the Administrator determines to be appropriate (subject to the provisions of Section 152 of the Delaware General Corporation Law); (4) cancellation of indebtedness; (5) other previously owned Shares that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which the Option is exercised; (6) a Cashless Exercise; (7) such other consideration and method of payment permitted under Applicable Laws; or (8) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company and the Administrator may, in its sole discretion, refuse to accept a particular form of consideration at the time of any Option exercise.
(c) Exercise of Option.
(i) General.
(1) Exercisability. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator, consistent with the terms of the Plan and reflected in the Award Agreement, including vesting requirements and/or performance criteria with respect to the Company, and Parent, Subsidiary or Affiliate, and/or the Optionee.
(2) Leave of Absence. The Administrator shall have the discretion to determine at any time whether and to what extent the vesting of Options shall be tolled during any leave of absence; provided, however, that in the absence of such determination, vesting of Options shall continue during any paid leave and shall be tolled during any unpaid leave (unless otherwise required by Applicable Laws). Notwithstanding the foregoing, in the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon an Optionee’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Optionee continued to provide services to the Company (or any Parent, Subsidiary or Affiliate, if applicable) throughout the leave on the same terms as he or she was providing services immediately prior to such leave.
(3) Minimum Exercise Requirements. An Option may not be exercised for a fraction of a Share. The Administrator may require that an Option be exercised as to a minimum number of Shares, provided that such requirement shall not prevent an Optionee from exercising the full number of Shares as to which the Option is then exercisable.
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(4) Procedures for and Results of Exercise. An Option shall be deemed exercised when written notice of such exercise has been received by the Company in accordance with the terms of the Award Agreement by the person entitled to exercise the Option and the Company has received full payment for the Shares with respect to which the Option is exercised and has paid, or made arrangements to satisfy, any applicable taxes, withholding, required deductions or other required payments in accordance with Section 9 below. The exercise of an Option shall result in a decrease in the number of Shares that thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.
(5) Rights as Holder of Capital Stock. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a holder of capital stock shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock is issued, except as provided in Section 10 below.
(ii) Termination of Continuous Service Status. The Administrator shall establish and set forth in the applicable Award Agreement the terms and conditions upon which an Option shall remain exercisable, if at all, following termination of an Optionee’s Continuous Service Status, which provisions may be waived or modified by the Administrator at any time. To the extent that an Award Agreement does not specify the terms and conditions upon which an Option shall terminate upon termination of an Optionee’s Continuous Service Status, the following provisions shall apply:
(1) General Provisions. If the Optionee (or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled within the time specified below, the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan. In no event may any Option be exercised after the expiration of the Option term as set forth in the Award Agreement (and subject to this Section 7).
(2) Termination other than Upon Disability or Death or for Cause. In the event of termination of an Optionee’s Continuous Service Status other than under the circumstances set forth in the subsections (3) through (5) below, such Optionee may exercise any outstanding Option at any time within 3 month(s) following such termination to the extent the Optionee is vested in the Optioned Stock.
(3) Disability of Optionee. In the event of termination of an Optionee’s Continuous Service Status as a result of his or her Disability, such Optionee may exercise any outstanding Option at any time within 12 month(s) following such termination to the extent the Optionee is vested in the Optioned Stock.
(4) Death of Optionee. In the event of the death of an Optionee during the period of Continuous Service Status since the date of grant of any outstanding Option, or within 3 month(s) following termination of the Optionee’s Continuous Service Status, the Option may be exercised by any beneficiaries designated in accordance with Section 16 below, or if there are no such beneficiaries, by the Optionee’s estate, or by a person who acquired the right to exercise the Option by bequest or inheritance, at any time within 12 month(s) following the date the Optionee’s Continuous Service Status terminated, but only to the extent the Optionee is vested in the Optioned Stock.
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(5) Termination for Cause. In the event of termination of an Optionee’s Continuous Service Status for Cause, any outstanding Option (including any vested portion thereof) held by such Optionee shall immediately terminate in its entirety upon first notification to the Optionee of termination of the Optionee’s Continuous Service Status for Cause. If an Optionee’s Continuous Service Status is suspended pending an investigation of whether the Optionee’s Continuous Service Status will be terminated for Cause, all the Optionee’s rights under any Option, including the right to exercise the Option, shall be suspended during the investigation period. Nothing in this Section 7(c)(ii)(5) shall in any way limit the Company’s right to purchase unvested Shares issued upon exercise of an Option as set forth in the applicable Award Agreement.
(iii) Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted under the Plan based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made.
8. Restricted Stock and Restricted Stock Units.
(a) Rights to Purchase or Receive Restricted Stock.
(i) General. When a right to purchase or receive Restricted Stock is granted under the Plan, the Company shall advise the recipient in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, if any (which shall be as determined by the Administrator, subject to Applicable Laws, including any applicable securities laws), and the time within which such person must accept such offer. The permissible consideration for Restricted Stock shall be determined by the Administrator and shall be the same as is set forth in Section 7(b)(ii) above with respect to exercise of Options. The offer to purchase Shares shall be accepted by execution of an Award Agreement in the form determined by the Administrator.
(ii) Repurchase Option Covering Restricted Stock. Unless the Administrator determines otherwise, the Award Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the Participant’s Continuous Service Status for any reason (including death or Disability) at a purchase price for Shares of Restricted Stock equal to the original purchase price paid by the purchaser to the Company for such Shares and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at such rate as the Administrator may determine.
(b) Restricted Stock Units. When Restricted Stock Units are granted under the Plan, the Company shall advise the recipient in writing of the terms, conditions and restrictions related to the Award, including the number of Shares that such person shall be entitled to receive upon settlement of the Restricted Stock Units, and the terms and conditions applicable to each Restricted Stock Unit at the time of grant. No Shares shall be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside funds for the payment of any such Award. A Participant shall have no voting rights with respect to any Restricted Stock Units prior to the issuance of Shares upon settlement of the Restricted Stock Units. An Award of Restricted Stock Units shall be accepted by execution of an Award Agreement in the form determined by the Administrator.
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(c) Leave of Absence. The Administrator shall have the discretion to determine at any time whether and to what extent the vesting and lapse of Company repurchase rights covering Restricted Stock, or the vesting of Restricted Stock Units, shall be tolled during any leave of absence; provided, however, that in the absence of such determination, such vesting shall continue during any paid leave and shall be tolled during any unpaid leave (unless otherwise required by Applicable Laws). Notwithstanding the foregoing, in the event of military leave, the vesting shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Restricted Stock purchased pursuant to the Award Agreement to the same extent as would have applied had the Participant continued to provide services to the Company (or any Parent, Subsidiary or Affiliate, if applicable) throughout the leave on the same terms as he or she was providing services immediately prior to such leave.
(d) Other Provisions. The Award Agreement covering Restricted Stock or Restricted Stock Units, as applicable, shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Award Agreements need not be the same with respect to each Participant.
(e) Rights as a Holder of Capital Stock. Once the Restricted Stock is purchased, or the Shares are issued on settlement of a Restricted Stock Unit, the Participant shall have the rights equivalent to those of a holder of capital stock, and shall be a record holder when the issuance of the Shares is entered upon the records of the duly authorized transfer agent of the Company. No Award may be settled for a fractional Share.
(f) Dividend and Dividend Equivalent Rights. No adjustment will be made for a dividend or other right for which the record date is prior to the date that Restricted Stock is purchased, except as provided in Section 10 below. An Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the same vesting and forfeiture restrictions as apply to the Restricted Stock. Dividend equivalents may be credited in respect of Restricted Stock Units, as determined by the Administrator and contained in the applicable Award Agreement. Such dividend equivalents may be converted into additional Restricted Stock Units subject to an Award Agreement in such manner as determined by the Administrator, and any additional Restricted Stock Units credited by reason of such dividend equivalents will be subject to the same terms and conditions of the Award Agreement to which they relate.
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9. Taxes.
(a) As a condition of the grant, vesting, exercise and/or settlement of an Award, the Participant (or in the case of the Participant’s death or a permitted transferee, the person holding or exercising the Award) shall make such arrangements as the Administrator may require for the satisfaction of any applicable U.S. federal, state, local or foreign tax, withholding, and any other required deductions or payments that may arise in connection with such Award. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied.
(b) The Administrator may, to the extent permitted under Applicable Laws, permit a Participant (or in the case of the Participant’s death or a permitted transferee, the person holding or exercising the Award) to satisfy all or part of his or her tax, withholding, or any other required deductions or payments by Cashless Exercise or by surrendering Shares (either directly or by stock attestation) that he or she previously acquired; provided that, unless specifically permitted by the Company, any such Cashless Exercise must be an approved broker-assisted Cashless Exercise or the Shares withheld in the Cashless Exercise must be limited to avoid financial accounting charges under applicable accounting guidance and any such surrendered Shares must have been previously held for any minimum duration required to avoid financial accounting charges under applicable accounting guidance. Any payment of taxes by surrendering Shares to the Company may be subject to restrictions, including, but not limited to, any restrictions required by rules of the Securities and Exchange Commission.
10. Adjustments Upon Changes in Capitalization, Merger or Certain Other Transactions.
(a) Changes in Capitalization. Subject to any action required under Applicable Laws by the holders of capital stock of the Company, (i) the numbers and class of Shares or other stock or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each such outstanding Option, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, shall be automatically proportionately adjusted in the event of a stock split, reverse stock split, stock dividend, combination, consolidation, reclassification of the Shares or subdivision of the Shares. In the event of any increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, a declaration of an extraordinary dividend with respect to the Shares payable in a form other than Shares in an amount that has a material effect on the Fair Market Value, a recapitalization (including a recapitalization through a large nonrecurring cash dividend), a rights offering, a reorganization, merger, a spin-off, split-up, change in corporate structure or a similar occurrence, the Administrator shall make appropriate adjustments, in its discretion, in one or more of (i) the numbers and class of Shares or other stock or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each outstanding Option and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, and any such adjustment by the Administrator shall be made in the Administrator’s sole and absolute discretion and shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award. If, by reason of a transaction described in this Section 10(a) or an adjustment pursuant to this Section 10(a), a Participant’s Award Agreement covers additional or different shares of stock or securities, then such additional or different shares, and the Award Agreement, shall be subject to all of the terms, conditions and restrictions which were applicable to the Award prior to such adjustment.
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(b) Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, each Award will terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator.
(c) Corporate Transactions. In the event of (i) a transfer of all or substantially all of the Company’s assets, (ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person, or (iii) the consummation of a transaction, or series of related transactions, in which any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50% of the Company’s then outstanding capital stock (a “Corporate Transaction”), each outstanding Award (vested or unvested) will be treated as the Administrator determines, which determination may be made without the consent of any Participant and need not treat all outstanding Awards (or portion thereof) in an identical manner. Such determination, without the consent of any Participant, may provide (without limitation) for one or more of the following in the event of a Corporate Transaction: (A) the continuation of such outstanding Awards by the Company (if the Company is the surviving corporation); (B) the assumption of such outstanding Awards by the surviving corporation or its parent; (C) the substitution by the surviving corporation or its parent of new options or equity awards for such Awards; (D) the cancellation of such Awards in exchange for a payment to the Participants equal to the excess of (1) the Fair Market Value of the Shares subject to such Awards as of the closing date of such Corporate Transaction over (2) the exercise price or purchase price paid or to be paid for the Shares subject to the Awards (if applicable); or (E) the cancellation of any outstanding Options, an outstanding right to purchase Restricted Stock or outstanding Restricted Stock Units for no consideration.
11. Non-Transferability of Awards.
(a) General. Except as set forth in this Section 11, Awards may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by a Participant will not constitute a transfer. An Option may be exercised, during the lifetime of the holder of the Option, only by such holder or a transferee permitted by this Section 11.
(b) Limited Transferability Rights. Notwithstanding anything else in this Section 11, the Administrator may in its sole discretion provide that any Nonstatutory Stock Options may be transferred by instrument to an inter vivos or testamentary trust in which the Options are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift to Family Members. Further, beginning with (i) the period when the Company begins to rely on the exemption described in Rule 12h-1(f)(1) promulgated under the Exchange Act, as determined by the Board in its sole discretion, and (ii) ending on the earlier of (A) the date when the Company ceases to rely on such exemption, as determined by the Board in its sole discretion, or (B) the date when the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, an Option, or prior to exercise, the Shares subject to the Option, may not be pledged, hypothecated or otherwise transferred or disposed of, in any manner, including by entering into any short position, any “put equivalent position” or any “call equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than to (i) persons who are Family Members through gifts or domestic relations orders, or (ii) to an executor or guardian of the Participant upon the death or disability of the Participant. Notwithstanding the foregoing sentence, the Board, in its sole discretion, may permit transfers of Nonstatutory Stock Options to the Company or in connection with a Change of Control or other acquisition transactions involving the Company to the extent permitted by Rule 12h-1(f).
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12. Non-Transferability of Stock Underlying Awards.
(a) General. Notwithstanding anything to the contrary, no stockholder shall transfer, whether by sale, gift or otherwise, any Shares acquired from any Award (including, without limitation, Shares acquired upon exercise of an Option) to any person or entity unless such transfer is approved by the Company prior to such transfer, which approval may be granted or withheld in the Company’s sole and absolute discretion. Any purported transfer effected in violation of this Section 12 shall be null and void and shall have no force or effect and the Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of the Plan or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.
(b) Approval Process. Any stockholder seeking the approval of the Board to transfer some or all of its Shares shall give written notice thereof to the Secretary of the Company and such request for transfer shall be subject to such right of first refusal, transfer provisions and any other terms and conditions as may be set forth in the applicable Award Agreement or other applicable written agreement.
13. Time of Granting Awards. The date of grant of an Award shall, for all purposes, be the date on which the Administrator makes the determination granting such Award, or such other date as is determined by the Administrator.
14. Amendment and Termination of the Plan. The Board may at any time amend or terminate the Plan, but no amendment or termination shall be made that would materially and adversely affect the rights of any Participant under any outstanding Award, without his or her consent. In addition, to the extent necessary and desirable to comply with Applicable Laws, the Company shall obtain the approval of holders of capital stock with respect to any Plan amendment in such a manner and to such a degree as required.
15. Conditions Upon Issuance of Shares. Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. As a condition to the exercise of any Option, the purchase of any Restricted Stock or the settlement of any Restricted Stock Units, the Company may require the person exercising the Option, purchasing the Restricted Stock or receiving the Shares on settlement of Restricted Stock Units to represent and warrant at the time of any such exercise, purchase or issuance that the Shares are being purchased or received only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is advisable or required by Applicable Laws. Shares issued upon exercise of Options, purchase of Restricted Stock or settlement of Restricted Stock Units prior to the date, if ever, on which the Common Stock becomes a Listed Security may be subject to a right of first refusal in favor of the Company pursuant to which the Participant will be required to offer Shares to the Company before selling or transferring them to any third party on such terms and subject to such conditions as is reflected in the applicable Award Agreement.
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16. Beneficiaries. If permitted by the Company, a Participant may designate one or more beneficiaries with respect to an Award by timely filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Participant’s death. Except as otherwise provided in an Award Agreement, if no beneficiary was designated or if no designated beneficiary survives the Participant, then after a Participant’s death any vested Award(s) shall be transferred or distributed to the Participant’s estate or to any person who has the right to acquire the Award by bequest or inheritance.
17. Approval of Holders of Capital Stock. If required by Applicable Laws, continuance of the Plan shall be subject to approval by the holders of capital stock of the Company within 12 months before or after the date the Plan is adopted or, to the extent required by Applicable Laws, any date the Plan is amended. Such approval shall be obtained in the manner and to the degree required under Applicable Laws.
18. Addenda. The Administrator may approve such addenda to the Plan as it may consider necessary or appropriate for the purpose of granting Awards to Employees or Consultants, which Awards may contain such terms and conditions as the Administrator deems necessary or appropriate to accommodate differences in local law, tax policy or custom, which may deviate from the terms and conditions set forth in this Plan. The terms of any such addenda shall supersede the terms of the Plan to the extent necessary to accommodate such differences but shall not otherwise affect the terms of the Plan as in effect for any other purpose.
19. Information to Holders of Options. In the event the Company is relying on the exemption provided by Rule 12h-1(f) under the Exchange Act, the Company shall provide the information described in Rule 701(e)(3), (4) and (5) of the Securities Act of 1933, as amended, to all holders of Options in accordance with the requirements thereunder until such time as the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The Company may request that holders of Options agree to keep the information to be provided pursuant to this Section confidential. If the holder does not agree to keep the information to be provided pursuant to this Section confidential, then the Company will not be required to provide the information unless otherwise required pursuant to Rule 12h-1(f)(1) of the Exchange Act.
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ADDENDUM A
2014 Stock Plan
(California Participants)
Prior to the date, if ever, on which the Common Stock becomes a Listed Security and/or the Company is subject to the reporting requirements of the Exchange Act, the terms set forth herein shall apply to Awards issued to California Participants. All capitalized terms used herein but not otherwise defined shall have the respective meanings set forth in the Plan.
1. The following rules shall apply to any Option in the event of termination of the Participant’s Continuous Service Status:
(a) If such termination was for reasons other than death, “Permanent Disability” (as defined below), or Cause, the Participant shall have at least 30 days after the date of such termination to exercise his or her Option to the extent the Participant is entitled to exercise on his or her termination date, provided that in no event shall the Option be exercisable after the expiration of the term as set forth in the Award Agreement.
(b) If such termination was due to death or Permanent Disability, the Participant shall have at least 6 months after the date of such termination to exercise his or her Option to the extent the Participant is entitled to exercise on his or her termination date, provided that in no event shall the Option be exercisable after the expiration of the term as set forth in the Award Agreement.
“Permanent Disability” for purposes of this Addendum shall mean the inability of the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Participant’s position with the Company or any Parent or Subsidiary because of the sickness or injury of the Participant.
2. Notwithstanding anything to the contrary in Section 10(a) of the Plan, the Administrator shall in any event make such adjustments as may be required by Section 25102(o) of the California Corporations Code.
3. Notwithstanding anything stated herein to the contrary, no Option shall be exercisable on or after the 10th anniversary of the date of grant and any Award agreement shall terminate on or before the 10th anniversary of the date of grant.
4. The Company shall furnish summary financial information (audited or unaudited) of the Company’s financial condition and results of operations, consistent with the requirements of Applicable Laws, at least annually to each California Participant during the period such Participant has one or more Awards outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such Participant owns such Shares; provided, however, the Company shall not be required to provide such information if (i) the issuance is limited to key persons whose duties in connection with the Company assure their access to equivalent information or (ii) the Plan or any agreement complies with all conditions of Rule 701 of the Securities Act of 1933, as amended; provided that for purposes of determining such compliance, any registered domestic partner shall be considered a “family member” as that term is defined in Rule 701.
Exhibit 10.19
OPENdoor labs inc.
2014 Stock Plan
Notice of RESTRICTED STOCK UNIT Grant
Opendoor Labs, Inc. (the “Company”), pursuant to its 2014 Stock Plan (the “Plan”), hereby awards to you (“Participant”) the number of Restricted Stock Units (“RSUs”) set forth below (the “Award”). The Award is subject to all of the terms and conditions in this Notice of Restricted Stock Unit Grant (this “Grant Notice”) and the RSU Terms and Conditions (including all appendices and attachments) attached as Exhibit A (collectively, the “Award Agreement”). Capitalized terms not otherwise defined will have the meanings set forth in the Plan.
Participant Name: | |
Date of Grant: | |
Vesting Commencement Date: | |
Number of RSUs: | |
Liquidity Event Deadline: |
Vesting Schedule: |
You will receive one share of Common Stock in settlement of an RSU only if it vests.
An RSU will vest (and become a “Vested RSU”) on the first date upon which both the Service-Based Requirement and the Liquidity Event Requirement are satisfied (the “Vesting Date”).
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Service-Based Requirement: |
Your RSUs will satisfy the Service-Based Requirement (which we refer to as being “service-vested”) in installments as follows:
25% of the total number RSUs will become service-vested on the 12-month anniversary of the Vesting Commencement Date, and thereafter 1/16th of the total number of RSUs will become service-vested in a series of 12 successive equal quarterly installments following the first anniversary of the Vesting Commencement Date, subject to your Continuous Service Status as of each such date.
Once your Continuous Service Status terminates, no additional RSUs may service-vest.
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Liquidity Event Requirement: |
The Liquidity Event Requirement will be satisfied on the first to occur of the following events on or before the Liquidity Event Deadline: (each, a “Liquidity Event”): (1) a Change of Control (as defined in the Plan); and (2) the effective date of a registration statement of the Company filed under the Securities Act for the sale of the Company’s Common Stock (an “IPO”).
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Settlement: |
The Company will deliver one share of Common Stock for each Vested RSU. The shares will be issued in accordance with Section 5 of the RSU Terms and Conditions, except as provided below.
If the Liquidity Event Requirement is satisfied by an IPO, and the date that an RSU becomes a Vested RSU occurs prior to the expiration of the Lock-Up Period (defined in Section 6 of the RSU Terms and Conditions), then the Administrator in its sole discretion may delay issuance of Shares on settlement of Vested RSUs for administrative purposes (such as to facilitate same-day sales to facilitate collection of withholding taxes), provided that the Shares must in all events be issued by the earlier of (a) the next trading day following the expiration of the Lock-Up Period, and (b) March 15 of the year following the year in which the IPO occurred. |
Termination and Forfeiture: |
If your Continuous Service Status is terminated (other than for Cause) before the Liquidity Event Requirement has been met, any RSUs which have met the Service-Based Requirement will remain outstanding, and will remain eligible to vest on a Liquidity Event if it occurs on or prior to the Liquidity Event Deadline.
If your Continuous Service Status is terminated for Cause, all RSUs (including Vested RSUs) will automatically be forfeited at no cost to the Company upon first notification to you of such termination.
All RSUs will automatically expire and be forfeited at no cost to the Company on the Liquidity Event Deadline if no Liquidity Event has occurred by such date. |
By your signature and the signature of the representative of the Company below, you and the Company agree that this Award is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the RSU Terms and Conditions (including all appendices and attachments) attached as Exhibit A, all of which are made a part of this document. You acknowledge and agree that you have reviewed the Plan and this Award Agreement in their entirety. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Award Agreement.
This Award Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
OPENDOOR LABS, INC. | PARTICIPANT: | ||
By: | |||
Signature | Signature | ||
Name : Eric Wu
Title: President |
Address:
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EXHIBIT A
RSU TERMS AND CONDITIONS
The terms of the Award, in addition to those set forth in the Grant Notice and the Plan, are as follows:
1. Vesting; Termination. This Award will vest as provided in the Vesting Schedule included in the Grant Notice. On a termination of Participant’s Continuous Service Status (other than for Cause), RSUs which have not met the Service-Based Requirement will be subject to the Termination and Forfeiture provisions contained in the Grant Notice.
2. Number of Shares. The number of RSUs subject to the Award may be adjusted from time to time for changes in capitalization of the Company as provided in Section 10(a) of the Plan. No fractional RSUs or rights for fractional Shares will be created pursuant to this Section 3. Any fraction of a share will be rounded down to the nearest whole share.
3. No Stockholder Rights. Unless and until such time as Shares are issued in settlement of Vested RSUs, Participant will have no ownership of the Shares allocated to the RSUs and will have no rights to dividends or to vote such Shares.
4. Non-Transferability. Prior to the time that Shares have been delivered to Participant, Participant may not transfer, pledge, sell or otherwise dispose of this Award or the RSUs in any manner other than by will or by the laws of descent or distribution or court order or unless otherwise permitted by the Administrator on a case-by-case basis.
5. Settlement. Settlement of RSUs will be made within 30 days following the applicable date of vesting under the Vesting Schedule set forth in the Grant Notice, except as provided in the Grant Notice or as determined by the Administrator in accordance with the Plan. The issuance of Shares in settlement of RSUs is intended to comply with Treasury Regulations Section 1.409A-1(b)(4) and will be construed and administered in such a manner. Settlement of RSUs will be in Shares.
6. Lock-Up Agreement. If so requested by the Company or the underwriters in connection with the initial public offering of the Company’s securities registered under the Securities Act of 1933, as amended, Participant shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (except for those being registered) without the prior written consent of the Company or such underwriters, as the case may be, for 180 days from the effective date of the registration statement, plus such additional period, to the extent required by FINRA rules, up to a maximum of 216 days from the effective date of the registration statement (the “Lock-Up Period”), and Participant shall execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of such offering.
7. Responsibility for Taxes.
(a) Participant acknowledges that, regardless of any action the Company or, if different, Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. Participant further acknowledges that the Company and the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant of the RSUs, the vesting and settlement of the RSUs, the delivery or sale of any Shares and the issuance of any dividends, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Participant acknowledges and agrees that Participant will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates for Tax-Related Items arising from the Award. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b) Prior to the relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactorily to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) withholding from Participant’s wages or any other cash compensation otherwise payable to Participant by the Company and/or Employer; (ii) causing Participant to tender a cash payment; (iii) permitting or requiring Participant to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) (pursuant to this authorization and without further consent) whereby Participant irrevocably elect to sell a portion of the shares to be delivered in connection with the RSUs to satisfy the Tax-Related Items and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Tax-Related Items directly to the Company and its Affiliates; or (iv) withholding Shares from the Shares otherwise issuable to Participant in connection with the Award with a Fair Market Value equal to the amount of such Tax-Related Items; provided, however that if Participant is an Officer, then the Company will withhold a number of Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is not feasible under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i)-(iii) above. Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares, for tax purposes Participant will be deemed to have been issued the full number of Shares. The Company does not guarantee that Participant will be able to satisfy the Tax-Related Items through any of the methods described in the preceding provisions and in all circumstances Participant remain responsible for timely and fully satisfying the Tax-Related Items.
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(c) Unless the Tax-Related Items of the Company and any Affiliate are satisfied, the Company will have no obligation to deliver to Participant any Shares or other consideration pursuant to this Award. In the event the Company’s obligation to withhold arises prior to the delivery to Participant of Shares or it is determined after the delivery of Shares to Participant that the amount of the Company’s withholding obligation was greater than the amount withheld by the Company, Participant agrees to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.
8. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares. Participant acknowledges, understands and agrees he or she should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
9. Effect of Agreement. Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award and agrees to be bound by its contractual terms as set forth herein and in the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Administrator regarding any questions relating to this Award. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Award Agreement, the Plan terms and provisions shall prevail.
10. Compliance with Applicable Laws. Issuance of Shares is subject to and conditioned upon compliance by the Company and Participant with all Applicable Laws, including applicable securities laws and requirements of any stock exchange or automated quotation system on which the Shares may be listed or quoted. The Company is under no obligation to register or qualify the Shares with any securities commission or to seek approval or clearance from any governmental authority for the issuance of the Shares. The Shares issued pursuant to this Award Agreement shall be endorsed with appropriate legends, if any, determined by the Company.
11. Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
12. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Participant’s current or future participation in the Plan, this Award, the Shares subject to this Award, any other Company securities or any other Company-related documents, by electronic means. By accepting this Award, whether electronically or otherwise, Participant hereby (i) consents to receive such documents by electronic means, (ii) consents to the use of electronic signatures, and (iii) if applicable, agrees to participate in the Plan and/or receive any such documents through an on-line or electronic system established and maintained by the Company or a third party designated by the Company, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions.
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13. No Employment Rights. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a parent, subsidiary or affiliate of the Company, to terminate Participant’s employment or consulting relationship, for any reason, with or without cause.
14. Miscellaneous.
(a) Governing Law and Venue. The validity, interpretation, construction and performance of this Award Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of California, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the state of California and agree that any such litigation shall be conducted only in the courts of California or the federal courts of the United States located in California and no other courts.
(b) Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
(c) Amendments and Waivers. No modification of or amendment to this Award Agreement, nor any waiver of any rights under this Award Agreement, shall be effective unless in writing signed by the parties to this Award Agreement. No delay or failure to require performance of any provision of this Award Agreement shall constitute a waiver of that provision as to that or any other instance.
(d) Successors and Assigns. Except as otherwise provided in this Award Agreement, this Award Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company may assign any of its rights and obligations under this Award Agreement. No other party to this Award Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Award Agreement, except with the prior written consent of the Company.
(e) Notices. Any notice, demand or request required or permitted to be given under this Award Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Company’s books and records.
(f) Severability. If one or more provisions of this Award Agreement are held to be unenforceable under Applicable Law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Award Agreement, (ii) the balance of the Award Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Award Agreement shall be enforceable in accordance with its terms.
-A-4- |
Exhibit 10.21
OPENDOOR TECHNOLOGIES INC.
2020 INCENTIVE AWARD PLAN
FORM OF RESTRICTED STOCK Unit Grant Notice
Opendoor Technologies Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Opendoor Technologies Inc. 2020 Incentive Award Plan (as amended from time to time, the “Plan”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.
Participant: | |
Grant Date: | |
Number of RSUs: | |
Vesting Commencement Date:1 | |
Vesting Schedule: |
(i) 25% of the RSUs shall become vested and exercisable on the one-year anniversary of the Vesting Commencement Date;
(ii) 25% of the RSUs shall become vested and exercisable on the two-year anniversary of the Vesting Commencement Date;
(iii) 25% of the RSUs shall become vested and exercisable on the three-year anniversary of the Vesting Commencement Date; and
(iv) 25% of the RSUs shall become vested and exercisable on the four-year anniversary of the Vesting Commencement Date. |
By accepting (whether in writing, electronically or otherwise) the RSUs, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
1 To be the Closing Date.
OPENDOOR TECHNOLOGIES INC. | PARTICIPANT | ||
By: | |||
Name: | [Participant Name] | ||
Title: |
2
exhibit a
FORM OF RESTRICTED STOCK UNIT AGREEMENT
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
Article
I.
general
1.1 Award of RSUs. The Company has granted the RSUs to Participant effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share as set forth in this Agreement. Participant will have no right to the distribution of any Shares until the time (if ever) the RSUs have vested.
1.2 Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
1.3 Unsecured Promise. The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
Article
II.
VESTING; forfeiture AND SETTLEMENT
2.1 Vesting; Forfeiture.
(a) The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. In addition, any RSUs that remain outstanding shall fully vest on an accelerated basis upon Participant’s Termination of Service by the Company (or a Subsidiary) without Cause on or within 24 months following the date of a Change in Control. The accelerated vesting in this Section 2.1 is subject to Participant’s timely execution and non-revocation of a general release of claims. In the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited (after taking into consideration any accelerated vesting which may occur in connection with such Termination of Service), except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.
(b) As used in this Agreement, “Cause” means (i) if Participant is a party to a written employment or consulting agreement with the Company or a Subsidiary in which the term “cause” is defined (a “Relevant Agreement”), “Cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) the Administrator’s determination that Participant failed to substantially perform Participant’s duties (other than a failure resulting from Participant’s disability); (B) the Administrator’s determination that Participant failed to carry out, or comply with any lawful and reasonable directive of the Board or Participant’s immediate supervisor; (C) Participant’s conviction, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offense or crime involving moral turpitude; (D) Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company or any of its Subsidiaries or while performing Participant’s duties and responsibilities for the Company or any of its Subsidiaries; (E) Participant’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries; or (F) Participant’s material breach of any material obligation under any applicable policy of the Company or its affiliates (including any code of conduct or harassment policies).
1
2.2 Settlement.
(a) The RSUs will be paid in Shares as soon as administratively practicable after the vesting of the applicable RSU, but in no event later than the March 15 of the year following the year in which the RSU’s vesting date occurs.
(b) Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.
Article
III.
TAXATION AND TAX WITHHOLDING
3.1 Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.2 Tax Withholding.
(a) Unless the Administrator otherwise determines, the Company shall withhold, or cause to be withheld, Shares otherwise vesting or issuable under this Award (including the RSUs) in satisfaction of any applicable withholding tax obligations. The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a Fair Market Value on the date of withholding no greater than the aggregate amount of such liabilities based on the maximum individual statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income.
(b) Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the RSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the RSUs or the subsequent sale of Shares. The Company and its Subsidiaries do not commit and are under no obligation to structure the RSUs to reduce or eliminate Participant’s tax liability.
Article
IV.
other provisions
4.1 Adjustments. Participant acknowledges that the RSUs, and the Shares subject to the RSUs, are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
4.2 Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the Designated Beneficiary) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.
2
4.3 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4 Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.
4.5 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
4.6 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
4.7 Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
4.8 Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.
4.10 Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
3
4.11 Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.
4.12 Restrictions. In the event the Shares are no longer registered with the Securities and Exchange Commission (as determined by the Administrator), any Shares acquired in respect of the RSUs shall be subject to such terms and conditions as the Administrator shall determine, including, without limitation, restrictions on the transferability, repurchase rights, the right of the Company to require that Shares be transferred in the event of certain transactions, rights of first refusal, tag-along rights, bring-along rights, redemption and co-sale rights and voting requirements. Such terms and conditions may be additional to those contained in the Plan and may, as determined by the Administrator, be contained in an exercise notice, securityholders’ agreement or in such other agreement as the Administrator shall determine, in each case in a form determined by the Administrator. The Administrator may condition the issuance of such Shares on the Participant’s consent to such terms and conditions and the Participant’s entering into such agreement or agreements.
* * * * *
4
Exhibit 21.1
Opendoor Subsidiaries
Digital Opendoor Insurance Services LLC | DE |
OD Arizona D LLC | DE |
OD Equity Owner D LLC | DE |
OD Intermediate Holdco C LLC | DE |
OD Intermediate SUBI Holdco I LLC | DE |
OD Intermediate SUBI Holdco II LLC | DE |
OD Intermediate SUBI Holdco III LLC | DE |
OD Intermediate SUBI Holdco IV LLC | DE |
OD Mezzanine Borrower R2 LLC | DE |
OD Mezzanine Borrower W LLC | DE |
OD Nevada D LLC | DE |
OD SUBI Holdco I LLC | DE |
OD SUBI Holdco II LLC | DE |
OD SUBI Holdco III LLC | DE |
OD SUBI Holdco IV LLC | DE |
OD Texas D LLC | DE |
OD Title Holdings, LLC | DE |
OD Title Sidecar, LLC | DE |
OD Trust Holdco LLC | DE |
Open Listings Co. | DE |
Open Listings Holding Company LLC | DE |
Opendoor Brokerage Inc. | DE |
Opendoor Brokerage LLC | DE |
Opendoor GP LLC | DE |
Opendoor Home Loans LLC | DE |
Opendoor Homes Phoenix 2 LLC | DE |
Opendoor Labs Inc. | DE |
Opendoor Property Acquisition Fund LP | DE |
Opendoor Property Acquisition LLC | DE |
Opendoor Property C LLC | DE |
Opendoor Property D LLC | DE |
Opendoor Property Holdco C LLC | DE |
Opendoor Property Holdco J LLC | DE |
Opendoor Property Holdco N LLC | DE |
Opendoor Property Holdco W LLC | DE |
Opendoor Property J LLC | DE |
Opendoor Property N LLC | DE |
Opendoor Property Trust I | DE |
Opendoor Property W1 LLC | DE |
Opendoor Property W20 LLC | DE |
Opendoor Property W25 LLC | DE |
Opendoor Title Services Holding LLC | DE |
OS National Alabama LLC | AL |
OS National LLC | GA |
OSN Texas LLC | TX |
Redefined Tax Solutions LLC | TX |
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of Social Capital Hedosophia Holdings Corp. II on Form S-4 of our report dated January 31, 2020, except for Note 8 as to which the date is April 29, 2020, with respect to our audit of the financial statements of Social Capital Hedosophia Holdings Corp. II as of December 31, 2020 and for the period from October 18, 2019 (inception) through December 31, 2019, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
New York, NY
October 5, 2020
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement on Form S-4 of our report dated October 2, 2020, relating to the financial statements of Opendoor Labs Inc. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
DELOITTE & TOUCHE LLP
San Francisco, California
October 5, 2020
Exhibit 99.2
Consent to be Named as a Director
In connection with the filing by Social Capital Hedosophia Holdings Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supplements thereto as a member of the board of directors of Social Capital Hedosophia Holdings Corp. II following the consummation of the business combination, which will be renamed Opendoor Technologies Inc. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: September 29, 2020 | ||
By: | /s/ Eric Wu | |
Signature |
Exhibit 99.3
Consent to be Named as a Director
In connection with the filing by Social Capital Hedosophia Holdings Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supplements thereto as a member of the board of directors of Social Capital Hedosophia Holdings Corp. II following the consummation of the business combination, which will be renamed Opendoor Technologies Inc. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: September 29, 2020
By: | /s/ Adam Bain | |
Signature |