Item 1.01 Entry into a Material Definitive Agreement.
On January 7, 2021, Social Capital Hedosophia Holdings Corp. V, a Cayman Islands
exempted company limited by shares ("SCH"), announced that it entered into an
Agreement and Plan of Merger (the "Merger Agreement"), by and among SCH, Plutus
Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of
SCH ("Merger Sub"), and Social Finance, Inc., a Delaware corporation ("SoFi").
Pursuant to the Merger Agreement, , among other things: (i) prior to the closing
of the transactions contemplated by the Merger Agreement (the "Closing"), SCH
will domesticate as a Delaware corporation in accordance with Section 388 of the
Delaware General Corporation Law, as amended (the "DGCL"), and the Cayman
Islands Companies Law (2020 Revision) (the "Domestication"), (ii) at the
Closing, upon the terms and subject to the conditions of the Merger Agreement,
in accordance with the DGCL, Merger Sub will merge with and into SoFi, with SoFi
continuing as the surviving corporation and a wholly owned subsidiary of SCH
(the "Merger"), (iii) upon consummation of the Merger, and subject to the
adjustments provided in the Merger Agreement, all of the common stock and
preferred stock of SoFi, excluding the Company Redeemable Preferred Stock (as
defined in the Merger Agreement), which will convert into Acquiror Series 1
Preferred Stock (as defined in the Merger Agreement), will be converted into the
right to receive an aggregate number of shares of common stock, par value
$0.0001 per share, of SCH (after the Domestication) ("SCH Common Stock") equal
to the quotient obtained by dividing (x) $6,569,840,376 by (y) $10.00 and (iv)
upon the consummation of the Merger, SCH will be renamed "SoFi Technologies,
Inc." The Closing is subject to the satisfaction or waiver of certain closing
conditions contained in the Merger Agreement, including the approval of SCH's
shareholders.
On January 7, 2021, SCH also announced that, concurrently with the execution of
the Merger Agreement, it entered into subscription agreements (the "Subscription
Agreements") with certain investors (collectively, the "PIPE Investors")
pursuant to which, on the terms and subject to the conditions therein, the PIPE
Investors have collectively subscribed for 122,500,000 shares of SCH Common
Stock for an aggregate purchase price equal to $1,225,000,000 (the "PIPE
Investment"), a portion of which is expected to be funded by one or more
affiliates of SCH Sponsor V LLC, SCH's sponsor (the "Sponsor"). The PIPE
Investment will be consummated substantially concurrently with the Closing,
subject to the terms and conditions contemplated by the Subscription Agreements.
On January 7, 2021, SCH also entered into a Sponsor Support Agreement (the
"Sponsor Support Agreement"), by and among SCH, the Sponsor, certain directors
and officers of SCH and SoFi, pursuant to which the Sponsor and each director
and officer of SCH agreed to, among other things, vote in favor of the Merger
Agreement and the transactions contemplated thereby and not to redeem their
shares in SCH in connection therewith, in each case, subject to the terms and
conditions contemplated by the Sponsor Support Agreement. In addition, SCH has
entered into a Stockholder Support Agreement (the "Stockholder Support
Agreement") by and among SCH, SoFi and certain stockholders of SoFi (the "Key
Stockholders"), pursuant to which the Key Stockholders have agreed to, among
other things, vote in favor of the Merger Agreement and the transactions
contemplated thereby, in each case, subject to the terms and conditions
contemplated by the Stockholder Support Agreement.
On January 7, 2021, SCH also entered into an Amended and Restated Series 1
Preferred Stock Investors' Agreement (the "Series 1 Investors' Agreement"), by
and among SCH, SoFi and the investors party thereto (the "Investors"), pursuant
to which, among other things, SCH will assume the obligations of SoFi in respect
of Acquiror Series 1 Preferred Stock to the Investors at the effective time of
the Merger.
A copy of the Merger Agreement, the form of the Subscription Agreements, the
Sponsor Support Agreement, the Stockholder Support Agreement and the Series 1
Investors' Agreement will be filed by amendment on Form 8-K/A to this Current
Report within four business days of the date hereof as Exhibits 2.1, 10.1, 10.2,
10.3 and 10.4, respectively, and the foregoing description of each of the Merger
Agreement, Subscription Agreements, Sponsor Support Agreement, Stockholder
Support Agreement and Series 1 Investors' Agreement is qualified in its entirety
by reference thereto.
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Item 3.02 Unregistered Sales of Equity Securities
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
with respect to the PIPE Investment is incorporated by reference in this Item
3.02. The shares of SCH Common Stock to be issued in connection with the PIPE
Investment will not be registered under the Securities Act of 1933, as amended
(the "Securities Act"), and will be issued in reliance on the exemption from
registration requirements thereof provided by Section 4(a)(2) of the Securities
Act.
Item 7.01 Regulation FD Disclosure.
On January 7, 2021, SCH and SoFi issued a joint press release (the "Press
Release") announcing the execution of the Merger Agreement and the PIPE
Investment. The Press Release is attached hereto as Exhibit 99.1 and
incorporated by reference herein.
Attached as Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4 and incorporated herein
by reference are the investor presentations dated January 6, 2021, for use by
SCH in meetings with certain of its shareholders as well as other persons with
respect to SCH's proposed transaction with SoFi, as described in this Current
Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and
Exhibit 99.3, and is furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to liabilities under that section, and shall not be
deemed to be incorporated by reference into the filings of SCH under the
Securities Act or the Exchange Act, regardless of any general incorporation
language in such filings. This Current Report on Form 8-K will not be deemed an
admission as to the materiality of any information of the information contained
in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between SoFi
and SCH. This Current Report on Form 8-K does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange, any securities,
nor shall there be any sale of securities in any jurisdiction in which such
offer, sale or exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. SCH intends to file a
registration statement on Form S-4 with the SEC, which will include a document
that serves as a prospectus and proxy statement of SCH, referred to as a proxy
statement/prospectus. A proxy statement/prospectus will be sent to all SCH
shareholders. SCH also will file other documents regarding the proposed
transaction with the SEC. Before making any voting decision, investors and
security holders of SCH are urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC in connection with the proposed transaction as they become
available because they will contain important information about the proposed
transaction.
Investors and security holders will be able to obtain free copies of the
registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by SCH through the website
maintained by the SEC at www.sec.gov.
The documents filed by SCH with the SEC also may be obtained free of charge at
SCH's website at http://www.socialcapitalhedosophiaholdings.com/docse.html or
upon written request to 317 University Ave, Suite 200, Palo Alto, California
94301.
Participants in Solicitation
SCH and SoFi and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from SCH's shareholders in
connection with the proposed transaction. A list of the names of such directors
and executive officers and information regarding their interests in the business
combination will be contained in the proxy statement/prospectus when available.
You may obtain free copies of these documents as described in the preceding
paragraph.
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Cautionary Statement Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the proposed
transaction between SoFi and SCH. These forward-looking statements generally are
identified by the words "believe," "project," "expect," "anticipate,"
"estimate," "intend," "strategy," "future," "opportunity," "plan," "may,"
"should," "will," "would," "will be," "will continue," "will likely result," and
similar expressions. Forward-looking statements are predictions, projections and
other statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties. Many
factors could cause actual future events to differ materially from the
forward-looking statements in this document, including but not limited to: (i)
the risk that the transaction may not be completed in a timely manner or at all,
which may adversely affect the price of SCH's securities, (ii) the risk that the
transaction may not be completed by SCH's business combination deadline and the
potential failure to obtain an extension of the business combination deadline if
sought by SCH, (iii) the failure to satisfy the conditions to the consummation
of the transaction, including the adoption of the Merger Agreement by the
shareholders of SCH, the satisfaction of the minimum trust account amount
following redemptions by SCH's public shareholders and the receipt of certain
governmental and regulatory approvals, (iv) the lack of a third party valuation
in determining whether or not to pursue the proposed transaction, (v) the
inability to complete the PIPE Investment, (vi) the occurrence of any event,
change or other circumstance that could give rise to the termination of the
Merger Agreement, (vii) the effect of the announcement or pendency of the
transaction on SoFi's business relationships, operating results, and business
generally, (viii) risks that the proposed transaction disrupts current plans and
operations of SoFi and potential difficulties in SoFi employee retention as a
result of the transaction, (ix) the outcome of any legal proceedings that may be
instituted against SoFi or against SCH related to the Merger Agreement or the
proposed transaction, (x) the ability to maintain the listing of SCH's
securities on a national securities exchange, (xi) the price of SCH's securities
may be volatile due to a variety of factors, including changes in the
competitive and highly regulated industries in which SCH plans to operate or
SoFi operates, variations in operating performance across competitors, changes
in laws and regulations affecting SCH's or SoFi's business and changes in the
combined capital structure, (xii) the ability to implement business plans,
forecasts, and other expectations after the completion of the proposed
transaction, and identify and realize additional opportunities, and (xiii) the
risk of downturns and a changing regulatory landscape in the highly competitive
industry. The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties described
in the "Risk Factors" section of SCH's registration on Form S-1 (File Nos.
333-248915 and 333-249396), the registration statement on Form S-4 discussed
above and other documents filed by SCH from time to time with the SEC. These
filings identify and address other important risks and uncertainties that could
cause actual events and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and SoFi and SCH assume no obligation and do not
intend to update or revise these forward-looking statements, whether as a result
of new information, future events, or otherwise. Neither SoFi nor SCH gives any
assurance that either SoFi or SCH, or the combined company, will achieve its
expectations.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Joint Press Release, dated as of January 7, 2021.
99.2 Investor Presentation, dated as of January 6, 2021.
99.3 Introductory Presentation, dated as of January 6, 2021.
99.4 Financial Pack Presentation, dated as of January 6, 2021.
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