SECURITIES AND EXCHANGE COMMISSION
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Item 8.01.Other Events.
On August 16, 2021, Opendoor Technologies Inc. (the “Company”) issued a press release announcing its intention to offer, subject to market and other conditions, $750 million aggregate principal amount of convertible senior notes due 2026 in a private offering (the “Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
|99.1||Press release dated August 16, 2021|
|104||Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Opendoor Technologies Inc.|
|Date: August 16, 2021||By:|
|Chief Financial Officer|
Opendoor Technologies Inc. Announces Proposed Convertible Senior Notes Offering
SAN FRANCISCO, CaliforniaAugust 16, 2021Opendoor Technologies Inc. (Nasdaq: OPEN) (Opendoor), a leading digital platform for residential real estate, today announced its intention to offer, subject to market and other conditions, $750,000,000 aggregate principal amount of convertible senior notes due 2026 (the notes) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act). Opendoor also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date when the notes are first issued, up to an additional $112,500,000 principal amount of notes.
The notes will be senior, unsecured obligations of Opendoor, will accrue interest payable semi-annually in arrears and will mature on August 15, 2026, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Opendoor will settle conversions by paying cash up to the aggregate principal amount of the notes to be converted and paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the notes being converted based on the applicable conversion rate(s). The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Opendoors option at any time, and from time to time, on a redemption date on or after August 20, 2024 and before the 36th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Opendoors common stock exceeds 130% of the conversion price for a specified period of time and certain liquidity conditions have been satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.
Opendoor intends to use a portion of the net proceeds from the offering to fund the cost of entering into the capped call transactions described below. Opendoor intends to use the remainder of the net proceeds from the offering for general corporate purposes. If the initial purchasers exercise their option to purchase additional notes, then Opendoor intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions as described below.
In connection with the pricing of the notes, Opendoor expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates and/or other financial institutions (the option counterparties). The capped call transactions are expected to cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of Opendoors common stock that will initially underlie the notes. If the initial purchasers exercise their option to purchase additional notes, Opendoor expects to enter into additional capped call transactions with the option counterparties.
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The capped call transactions are expected generally to reduce the potential dilution to Opendoors common stock upon any conversion of the notes and/or offset any potential cash payments Opendoor is required to make in excess of the principal amount of converted notes, as the case may be, upon conversion of the notes. If, however, the market price per share of Opendoors common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions.
In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to Opendoors common stock and/or purchase shares of Opendoors common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Opendoors common stock or the notes at that time.
In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Opendoors common stock and/or purchasing or selling Opendoors common stock or selling Opendoors common stock or other securities in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so following any conversion of the notes, any repurchase of the notes by Opendoor on any fundamental change repurchase date, any redemption date or any other date on which the notes are retired by Opendoor, in each case, if Opendoor exercises its option to terminate the relevant portion of the capped call transactions). This activity could also cause or avoid an increase or decrease in the market price of Opendoors common stock or the notes, which could affect the ability to convert the notes, and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares and value of the consideration that noteholders will receive upon conversion of the notes.
The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
Opendoors mission is to empower everyone with the freedom to move. Since 2014, Opendoor has provided people across the U.S. with a radically simple way to buy, sell or trade-in a home online. Opendoor currently operates in a growing number of markets across the U.S.
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This press release includes forward-looking statements, including statements regarding the anticipated terms of the notes being offered, the completion, timing and size of the proposed offering, and the intended use of the proceeds and the anticipated terms of, and the effects of entering into, the capped call transactions described above. Forward-looking statements represent Opendoors current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of Opendoors common stock and risks relating to Opendoors business, including those described in periodic reports that Opendoor files from time to time with the Securities and Exchange Commission. Opendoor may not consummate the proposed offering described in this press release and, if the proposed offering is consummated, cannot provide any assurances regarding the final terms of the offering or the notes or its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and Opendoor does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.
Sheila Tran / Charles Stewart
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