SC 13G
1
BetterHomeInitial.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Better Home & Finance Holding Company
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
08774B102
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(CUSIP Number)
August 22, 2023
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[] Rule 13d-1(c)
[] Rule 13d-1(d)
(Page 1 of 13 Pages)
______________________________
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No. 08774B102 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
13,285,041(1)(2)
Owned by
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Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
13,285,041(1)(2)
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
13,285,041(1)(2)
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
14.6%(1)(2)(3)
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12. Type of Reporting Person
HC-CO
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(1)Represents 13,285,041 shares of Class A common stock, par value $0.0001 per
share, ("Common Shares"), of Better Home & Finance Holding Company
(the "Issuer") owned directly by Goldman Sachs PSI Global Holdings, LLC
("GS PSI"), which is a wholly owned subsidiary of The Goldman Sachs Group, Inc.
("GS Group").
(2)GS Group may be deemed to have shared voting and dispositive power over the
13,285,041 Common Shares owned directly by GS PSI.
(3)The percentage reported in this Schedule 13G is based upon 91,300,735 Common
Shares outstanding, as of August 22, 2023, according to the Current Report on
Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission
on August 28, 2023 (the "Current Report").
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CUSIP No. 08774B102 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs PSI Global Holdings, LLC
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
13,285,041(1)(2)
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
13,285,041(1)(2)
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
13,285,041(1)(2)
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
14.6%(1)(2)(3)
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12. Type of Reporting Person
OO
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(1)Represents 13,285,041 shares of Common Shares of the Issuer owned directly
by GS PSI, which is a wholly owned subsidiary of GS Group.
(2)Due to GS PSI being a wholly owned subsidiary of GS Group, GS Group may be
deemed to have shared voting and dispositive power over the 13,285,041 Common
Shares held by GS PSI.
(3)The percentage reported in this Schedule 13G is based upon 91,300,735
Common Shares outstanding, as of August 22, 2023, according to the Current
Report.
Explanatory Note:
This Schedule 13G is filed by GS Group and GS PSI (collectively, the
"Reporting Persons") with respect to the Common Shares of the Issuer.
Item 1(a). Name of Issuer
Better Home & Finance Holding Company
Item 1(b). Address of Issuer's Principal Executive Offices
3 World Trade Center, 175 Greenwich Street, 57th Floor, New York, NY 10007
Item 2(a). Name of Person(s) Filing
The Goldman Sachs Group, Inc.
Goldman Sachs PSI Global Holdings, LLC
Item 2(b). Address of Principal Business Office or, if none, Residence
The business address of each Reporting Person is
200 West Street, New York, NY 10282
Item 2(c). Citizenship
GS Group - Delaware
GS PSI - Delaware
Item 2(d). Title of Class of Securities
Class A common stock, par value $0.0001 per share
Item 2(e). CUSIP Number
08774B102
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a).[_] Broker or dealer registered under Section 15 of the Act;
(b).[_] Bank as defined in Section 3(a)(6) of the Act;
(c).[_] Insurance company as defined in Section 3(a)(19) of the Act;
(d).[_] Investment company registered under Section 8 of the Investment
Company Act of 1940;
(e).[_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f).[_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g).[x] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
GS Group
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i).[_] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(j).[_] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k).[_] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with
Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution: N/A.
Item 4. OWNERSHIP*:
The information reuqired by Item 4(a) - (c) is set forth in Rows (5) - (11)
of the cover page for each Reporting Person hereto and is incorporated herein
by reference for each such Reporting Person.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON:
See Exhibit 99.2.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable
Item 9. NOTICE OF DISSOLUTION OF GROUP:
Not applicable
Item 10. CERTIFICATION:
Each Reporting Person hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under Section 240.14a-11.
* In accordance with the U.S. Securities and Exchange Commission Release
No. 3439538 (January 12, 1998) (the "Release"), this filing reflects the
securities beneficially owned by certain operating units (collectively,
the "Goldman Sachs Reporting Units") of GS Group and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities,
if any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units
in accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion or both, or with respect to
which there are limits on their voting or investment authority or both and
(ii) certain investment entities of which the Goldman Sachs Reporting Units
act as the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than the Goldman
Sachs Reporting Units.
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DATE: September 11, 2023
THE GOLDMAN SACHS GROUP, INC.
/s/ Kateryna Osmachko
Name: Kateryna Osmachko
Title: Attorney-in-fact
GOLDMAN SACHS PSI GLOBAL HOLDINGS, LLC
/s/ Kateryna Osmachko
Name: Kateryna Osmachko
Title: Attorney-in-fact
EXHIBIT INDEX
Exhibit No.
99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Power of Attorney, relating to The Goldman Sachs Group, Inc.
99.4 Power of Attorney, relating to Goldman Sachs PSI Global Holdings, LLC
EXHIBIT 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed
on behalf of each of the undersigned without the necessity of filing
additional joint filing agreements. The undersigned acknowledge that each
shall be responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning him or it contained
herein and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the extent that
it knows or has reason to believe that such information is inaccurate.
DATE: September 11, 2023
THE GOLDMAN SACHS GROUP, INC.
/s/ Kateryna Osmachko
Name: Kateryna Osmachko
Title: Attorney-in-fact
GOLDMAN SACHS PSI GLOBAL HOLDINGS, LLC
/s/ Kateryna Osmachko
Name: Kateryna Osmachko
Title: Attorney-in-fact
EXHIBIT 99.2
ITEM 7 INFORMATION
The securities being reported by The Goldman Sachs Group, Inc. ("GS Group"),
as a parent holding company, are owned, or may be deemed to be beneficially
owned, by Goldman Sachs PSI Global Holdings, LLC ("GS PSI"). GS PSI is a
wholly owned subsidiary of GS Group.
EXHIBIT 99.3
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC.
(the "Company") does hereby make, constitute and appoint each Melissa Stanford,
Stephanie Snyder, Constance Birch, Kateryna Osmachko, Rachel Fraizer,
Tony Kelly, Imad Ismail, Terrance Grey, and Kshama Mishra, acting individually,
its true and lawful attorney, to execute and deliver in its name and on its
behalf, whether the Company is acting individually or as representative of
others, any and all filings required to be made by the Company pursuant to
Rule 13f-1 or Regulation 13D-G under the Securities Exchange Act of 1934,
(as amended, the "Act"), which may be required of the Company with respect
to securities which may be deemed to be beneficially owned by the Company
under the Act, giving and granting unto each said Attorney-in-fact power
and authority to act in the premises as fully and to all intents and purposes
as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
September 11, 2024 unless earlier revoked by written instrument, or in the
event an Attorney-in fact ceases to be an employee of the Company or one of
its affiliates or ceases to perform the function in connection with which
he or she was appointed Attorney-in-fact prior to September 11, 2024, this
Power of Attorney shall cease to have effect in relation to such
Attorney-in-fact upon such cessation but shall continue in full force and
effect in relation to the remaining Attorneys in-fact. The Company has the
unrestricted right unilaterally to revoke the Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of
law.
IN WITNESS WHERE OF, the under signed has duly subscribed these presents as of
September 11, 2023.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Authorized Signatory
EXHIBIT 99.4
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that Goldman Sachs PSI Global Holdings, LLC
(the "Company") does hereby make, constitute and appoint each Melissa Stanford,
Stephanie Snyder, Constance Birch, Kateryna Osmachko, Rachel Fraizer,
Tony Kelly, Imad Ismail, Terrance Grey, and Kshama Mishra, acting individually,
its true and lawful attorney, to execute and deliver in its name and on its
behalf, whether the Company is acting individually or as representative of
others, any and all filings required to be made by the Company pursuant to
Rule 13f-1 or Regulation 13D-G under the Securities Exchange Act of 1934,
(as amended, the "Act"), which may be required of the Company with respect
to securities which may be deemed to be beneficially owned by the Company
under the Act, giving and granting unto each said Attorney-in-fact power
and authority to act in the premises as fully and to all intents and purposes
as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
September 11, 2024 unless earlier revoked by written instrument, or in the
event an Attorney-in-fact ceases to be an employee of The Goldman Sachs
Group, Inc. or one of its affiliates or ceases to perform the function in
connection with which he or she was appointed Attorney-in-fact prior to
September 11, 2024, this Power of Attorney shall cease to have effect in
relation to such Attorney-in-fact upon such cessation but shall continue
in full force and effect in relation to the remaining Attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke the Power
of Attorney.
This Power of Attorney shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to rules of conflicts
of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 11, 2023.
GOLDMAN SACHS PSI GLOBAL HOLDINGS, LLC
By: /s/ David Plutzer
Name: David Plutzer
Title: Authorized Signatory
