Offerpad to Become Publicly Traded via Merger with Supernova Partners Acquisition Company (SPNV)

March 18, 2021 9:01 AM EDT

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Offerpad, Inc. announced today that it has entered into a definitive merger agreement with Supernova Partners Acquisition Company, Inc. (NYSE: SPNV), a publicly traded special purpose acquisition company. When the transaction closes, the publicly traded company will be named Offerpad Solutions Inc. and its Class A common stock is expected to be listed on the New York Stock Exchange under the ticker "OPAD."

Offerpad, which was founded in 2015, is a leading real estate solutions platform that projects to generate revenue of $1.4 billion in 2021. Offerpad's tech-enabled platform and team of real estate solutions experts empower homeowners to buy and sell homes online quickly and easily. Homeowners can request a free, 24-hour cash offer online in less than three minutes, partner with Offerpad to list a home with a back-up cash offer, or buy one of the thousands of homes available on Offerpad.com. Add-ons, such as show-ready home services; home improvement advances; extended stay options; and title and mortgage services allow customers to personalize the home buying and selling experience even more.

Despite growing consumer demand for an easier and more convenient way to buy and sell homes, online penetration in real estate is low compared with other industries, at less than 1 percent of the $1.6 trillion total addressable market. By partnering with Supernova to become a public company, Offerpad expects it will be able to accelerate its growth to capture more of this market opportunity.

Offerpad's experienced tech and real estate leadership team created a highly efficient iBuying business, while raising less capital than competitors. Offerpad currently operates in 900+ cities and towns across the country and plans to expand nationwide.

Supernova is led by Spencer Rascoff, a serial entrepreneur who co-founded Hotwire, Zillow, dot.LA and Pacaso and who led Zillow as CEO for nearly a decade; Alexander Klabin, founder and CEO of Ancient who co-founded Senator Investment Group; Robert Reid, an investor who worked for 21 years at Blackstone in its Private Equity Group; and Michael Clifton, an investor who was most recently a senior investment professional at The Carlyle Group.

Management Comments

Brian Bair, CEO and founder, Offerpad"I've been in real estate for decades and always knew there would be a better way to sell and buy homes. iBuying is coming into its moment, as consumers increasingly want to transact online. At Offerpad, we combine the technology that makes it possible, with local real estate experts that provide fantastic customer service to sellers and buyers—all of which allows us to turn over homes more efficiently than anyone else in the category. Our team's combination of grit and real estate experience have helped us complete around 30,000 transactions and achieve nearly $7 billion in gross transaction volume since inception, and we are now poised for fast growth as a public company."

Spencer Rascoff, co-chair of Supernova; entrepreneur; co-founder and former CEO of Zillow"iBuying has barely scratched the surface of real estate, one of the biggest addressable markets in the world. In general, real estate continues to be mostly analog, in contrast to other industries like grocery, autos and pharmaceuticals, but consumers demand online solutions. As they bring more transactions online, we believe online real estate as a whole is poised to grow rapidly in the coming years and that Offerpad is incredibly well-positioned to grab a huge piece of this market."

Alexander Klabin, co-chair of Supernova; founder and CEO of Ancient"Offerpad has a huge market opportunity, compelling unit economics and solves a large consumer need. We are impressed that the Offerpad team has built a large and efficient business with relatively little capital. As a public company, well-capitalized and positioned for growth, Offerpad will be entering its next chapter with great momentum."

Transaction OverviewThe business combination values Offerpad at a post-transaction equity value of approximately $3.0 billion. The transaction is expected to provide up to $650 million in gross cash proceeds to the combined company, including up to $403 million of cash held in Supernova's trust account from its initial public offering in October 2020, a fully committed $200 million common stock PIPE and a $50 million direct investment by affiliates of Supernova.

Existing Offerpad shareholders will roll 100% of their equity into the combined company and are expected to own approximately 75% of the combined company at closing. Offerpad's founder and CEO, Brian Bair, will receive high vote stock that is expected to represent approximately 35% of the voting power of the combined company. Upon completion of the transactions, and after payment of expected transaction expenses and paydown of certain of Offerpad's debt, Offerpad expects to add approximately $600 million of cash to the balance sheet to fund operations and support new and existing growth initiatives. All references to cash on the balance sheet, available cash from the trust account and retained transaction proceeds are subject to any redemptions by the public stockholders of Supernova in connection with the business combination and payment of transaction expenses.

The transaction, which has been unanimously approved by the boards of directors of Offerpad and Supernova, is subject to approval by Supernova's stockholders and other customary closing conditions, and is expected to be completed in the second or early third quarter of 2021.

A more detailed description of the transaction terms and copies of the key transaction agreements will be included in a current report on Form 8-K to be filed by Supernova with the SEC.

AdvisorsJ.P. Morgan Securities LLC is serving as exclusive financial advisor to Offerpad. Latham & Watkins LLP is serving as legal counsel to Offerpad.

Jefferies LLC is serving as exclusive financial advisor to Supernova. J.P. Morgan Securities LLC and Jefferies LLC are serving as exclusive capital markets advisors to Supernova. Simpson Thacher & Bartlett LLP is serving as legal counsel to Supernova.

J.P. Morgan Securities LLC and Jefferies LLC served as placement agents for the PIPE financing. Skadden, Arps, Slate, Meagher & Flom LLP served as counsel to the placement agents.

Conference Call InformationManagement of Offerpad and Supernova will host an investor call at 10 am EST on March 18, 2021, to discuss the proposed transaction. The call will be accompanied by a detailed investor presentation. Dial-in information is below. A presentation to accompany the call can be found at https://www.supernovaspac.com/news/presentations.

Participant Dial InDomestic: (855) 945-3203International: +1 (312) 584-0287Universal Int'l Dial In: +1 (201) 431-1639Conference ID: 81591



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