Sec Form 13D Filing - Pine Brook Capital Partners II L.P. filing for Better Home & Finance Holding Co (BETR) - 2023-09-01

This statement on Schedule 13D (this “Schedule 13D”) relates to the Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of Better Home & Finance Holding Company (f/k/a Aurora Acquisition Corp.), a Delaware corporation (the “Issuer” or “Company”), and is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The address of the principal executive offices of the Company is 3 World Trade Center, 175 Greenwich Street, 57th Floor, New York, NY 10007.

On August 22, 2023, the Issuer consummated its business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of May 10, 2021, as amended (the “Merger Agreement”), entered into by and among Aurora Acquisition Corp, a Cayman Islands exempted company (“Aurora” and, following a domestication into a Delaware corporation and the Business Combination, the “Issuer”), Better Holdco, Inc., a Delaware corporation (“Better Holdco”), and Aurora Merger Sub I, Inc. a Delaware corporation and

wholly owned subsidiary of the Issuer (“Merger Sub”).  Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Better Holdco, with Better Holdco surviving the merger.  Better Holdco then merged with and into the Issuer, with the Issuer surviving such merger. Following the Business Combination, the Issuer was renamed “Better Home & Finance Holding Company”.  Pursuant to the terms of the Merger Agreement, PBCP II received 49,783,028 shares of Issuer Class B common stock, par value $0.0001 per share (“Class B Common Stock”), in exchange for all of its shares of Class B common stock and Class A preferred stock of Better Holdco held by it prior to the Business Combination (other than that portion of the Aggregate Merger Consideration (as defined in the Merger Agreement) that PBCP II received in exchange for the common stock of Better Holdco into which 937,500 of its shares of Better Holdco’s Series A Preferred Stock converted prior to the mergers discussed above, which portion of the Aggregate Merger Consideration was sold to Better Holdco for $1.00 pursuant to the confidential settlement agreement, dated as of November 1 2021, by and among the Issuer, PBCP II and the other parties thereto).  The Class B Common Stock is convertible into shares of Class A Common Stock on a one-for-one basis at the election of the holder.  Following the closing of the Business Combination, PBCP II converted all Class B Common Stock held by it into 49,783,028 shares of Class A Common Stock.

The Reporting Persons hold their position for investment purposes.  The Reporting Persons intend to review their investment in the Company on a continuing basis and will routinely monitor a wide variety of investment considerations, including, without limitation, current and anticipated future trading prices for the Common Stock and other securities of the Company, if any, the Company’s financial position, operations, assets, prospects, strategic direction and business and other developments affecting the Company and its subsidiaries, the Company’s management, board of directors, Company-related competitive and strategic matters, conditions in the securities and financial markets, tax considerations, general market, economic and industry conditions, other investment and business opportunities available to the Reporting Persons and other factors considered relevant.  The Reporting Persons may from time to time take such actions with respect to their investment in the Company as they deem appropriate, including, without limitation, (i) acquiring additional shares or disposing of some or all of their shares of Class A Common Stock (or other securities of the Company) or engaging in discussions with the Company and its subsidiaries concerning future transactions with the Company and its subsidiaries, including, without limitation, extraordinary corporate transactions and acquisitions or dispositions of shares of capital stock or other securities of the Company or any subsidiary thereof, (ii) changing their current intentions with respect to any or all matters referred to in this Item 4 and (iii) engaging in hedging, derivative or similar transactions with respect to any securities of the Company.  Any acquisition or disposition of the Company’s securities may be made by means of open-market purchases or dispositions, privately negotiated transactions, block trades, direct acquisitions from or dispositions to the Company or a subsidiary thereof or otherwise.

Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on August 28, 2023 (the “Form 8-K”), and (ii) the 49,783,028 shares of Class A Common Stock issued to PBCP II on August 22, 2023 in connection with PBCP II’s conversion of Class B Common Stock as described above.   Because holders of Class B Common Stock are entitled to three votes per share and holders of the Class A Common Stock are entitled to one vote per share, and based on information reported in the Form 8-K, PBCP II’s voting power is approximately 3%.

(c) The information provided in Item 3 is hereby incorporated by reference herein. Except as set forth in this Schedule 13D, no transaction in Class A Common Stock has been effected by any of the Reporting Persons within the past 60 days.

The information provided or incorporated by reference in Item 3 is hereby incorporated by reference herein.