Opendoor Technologies (NASDAQ: OPEN) has completed a significant debt restructuring through the issuance of $325.0 million in 7.000% Convertible Senior Notes due 2030. The transaction comprises $245.8 million in notes exchanged from existing 2026 Notes and $79.2 million in new notes sold for cash, generating approximately $75.3 million in gross proceeds. The 2030 Notes have an initial conversion rate of 637.1050 shares per $1,000 principal amount, equivalent to a conversion price of $1.57 per share, representing an 80% premium over the stock's last sale price of $0.872. The notes will mature on May 15, 2030, with holders having conversion options and the company maintaining redemption rights under specific conditions after May 22, 2028.
Opendoor Technologies (NASDAQ: OPEN) ha completato una significativa ristrutturazione del debito mediante l'emissione di 325,0 milioni di dollari in Note Senior Convertibili al 7,000% con scadenza 2030. L'operazione comprende 245,8 milioni di dollari in note scambiate da quelle esistenti con scadenza 2026 e 79,2 milioni di dollari in nuove note vendute per contanti, generando circa 75,3 milioni di dollari di proventi lordi. Le Note 2030 hanno un tasso di conversione iniziale di 637,1050 azioni per ogni 1.000 dollari di valore nominale, equivalente a un prezzo di conversione di 1,57 dollari per azione, che rappresenta un premio dell'80% rispetto all'ultimo prezzo di vendita delle azioni pari a 0,872 dollari. Le note scadranno il 15 maggio 2030, con opzioni di conversione per i detentori e diritti di rimborso per la società in specifiche condizioni dopo il 22 maggio 2028.
Opendoor Technologies (NASDAQ: OPEN) ha completado una importante reestructuración de deuda mediante la emisión de 325,0 millones de dólares en Notas Senior Convertibles al 7,000% con vencimiento en 2030. La transacción incluye 245,8 millones de dólares en notas intercambiadas de las Notas existentes con vencimiento en 2026 y 79,2 millones de dólares en nuevas notas vendidas por efectivo, generando aproximadamente 75,3 millones de dólares en ingresos brutos. Las Notas 2030 tienen una tasa inicial de conversión de 637,1050 acciones por cada 1.000 dólares de valor nominal, equivalente a un precio de conversión de 1,57 dólares por acción, lo que representa una prima del 80% sobre el último precio de venta de la acción de 0,872 dólares. Las notas vencerán el 15 de mayo de 2030, con opciones de conversión para los tenedores y derechos de redención para la compañía bajo condiciones específicas después del 22 de mayo de 2028.
Opendoor Technologies(NASDAQ: OPEN)는 2030년 만기 7.000% 전환사채 3억 2,500만 달러 발행을 통해 대규모 부채 재구조화를 완료했습니다. 이번 거래는 기존 2026년 만기 채권에서 교환된 2억 4,580만 달러와 현금으로 판매된 신규 채권 7,920만 달러로 구성되며, 약 7,530만 달러의 총 수익을 창출했습니다. 2030년 만기 채권의 초기 전환 비율은 1,000달러당 637.1050주로, 주당 전환 가격은 1.57달러로, 주식의 마지막 거래 가격인 0.872달러 대비 80% 프리미엄을 나타냅니다. 채권은 2030년 5월 15일에 만기되며, 보유자는 전환 옵션을 가질 수 있고 회사는 2028년 5월 22일 이후 특정 조건 하에 상환 권리를 유지합니다.
Opendoor Technologies (NASDAQ : OPEN) a finalisé une importante restructuration de dette par l'émission de 325,0 millions de dollars en billets convertibles senior à 7,000 % échéance 2030. La transaction comprend 245,8 millions de dollars en billets échangés provenant des billets existants à échéance 2026 et 79,2 millions de dollars en nouveaux billets vendus contre espèces, générant environ 75,3 millions de dollars de produit brut. Les billets 2030 ont un taux de conversion initial de 637,1050 actions pour 1 000 dollars de montant principal, soit un prix de conversion de 1,57 dollar par action, représentant une prime de 80 % par rapport au dernier cours de vente de l'action à 0,872 dollar. Les billets arriveront à échéance le 15 mai 2030, avec des options de conversion pour les détenteurs et des droits de rachat pour la société sous certaines conditions après le 22 mai 2028.
Opendoor Technologies (NASDAQ: OPEN) hat eine bedeutende Schuldenrestrukturierung durch die Ausgabe von 325,0 Millionen US-Dollar in 7,000% Wandelschuldverschreibungen mit Fälligkeit 2030 abgeschlossen. Die Transaktion umfasst 245,8 Millionen US-Dollar an ausgetauschten Schuldverschreibungen aus bestehenden 2026er Notes und 79,2 Millionen US-Dollar an neu ausgegebenen Schuldverschreibungen, die gegen Barzahlung verkauft wurden, wodurch etwa 75,3 Millionen US-Dollar Bruttoerlös erzielt wurden. Die 2030er Notes haben eine anfängliche Umtauschrate von 637,1050 Aktien pro 1.000 US-Dollar Nennwert, was einem Umtauschpreis von 1,57 US-Dollar pro Aktie entspricht und eine Prämie von 80 % gegenüber dem letzten Verkaufskurs der Aktie von 0,872 US-Dollar darstellt. Die Notes laufen am 15. Mai 2030 ab, wobei die Inhaber Umtauschoptionen haben und das Unternehmen Rückzahlungsrechte unter bestimmten Bedingungen nach dem 22. Mai 2028 behält.
Positive
Successfully exchanged majority of 2026 Notes for longer-term 2030 Notes, extending debt maturity
Raised $75.3 million in new cash through subscription transactions
80% conversion premium provides protection against immediate dilution
Demonstrated investor support through successful debt restructuring
Negative
Higher interest rate of 7.000% on new notes compared to 0.25% on 2026 Notes
Potential future dilution if notes are converted to shares
Low conversion price of $1.57 reflects current challenging market conditions
Insights
Opendoor restructured debt by exchanging 2026 Notes for higher-interest 2030 Notes while gaining $75.3M cash, extending maturity but at significantly higher interest costs.
Opendoor has completed a strategic debt restructuring transaction that accomplishes several key financial objectives. The company exchanged approximately $245.8 million of its low-interest (0.25%) Convertible Senior Notes due 2026 for new 7.000% Convertible Senior Notes due 2030, while also raising an additional $75.3 million in cash through new note issuance.
The transaction provides Opendoor with two significant benefits: maturity extension and additional liquidity. By pushing $245.8 million in debt obligations from 2026 to 2030, the company has reduced near-term refinancing pressure. The added cash strengthens their balance sheet and operational flexibility during a challenging period for residential real estate.
However, this flexibility comes at a considerable cost. The interest rate increase from 0.25% to 7.000% represents a dramatic 2700% jump in borrowing costs on the exchanged portion. This will significantly increase annual interest expenses by approximately $16.6 million on the exchanged notes alone.
The conversion price of $1.57 per share represents an 80% premium over the current share price of $0.872, indicating that significant share appreciation would be needed before conversion becomes attractive to noteholders. This suggests the company successfully negotiated reasonable conversion terms despite its apparent need for this transaction.
The inclusion of early redemption options for both the company (after May 2028) and noteholders (specifically on May 15, 2028) introduces important flexibility but also potential future obligations. If Opendoor's financial position or market conditions deteriorate by 2028, the noteholder put option could create a significant liquidity challenge.
This transaction reveals both financial strain and investor confidence. The company is willing to accept substantially higher interest costs to extend maturities, suggesting concern about their ability to repay or refinance the 2026 notes on original terms. Yet, their ability to raise $75.3 million in new cash demonstrates that some investors maintain confidence in Opendoor's long-term viability despite current challenges.
SAN FRANCISCO, May 19, 2025 (GLOBE NEWSWIRE) -- Opendoor Technologies Inc. (Nasdaq: OPEN) (the “Company”), a leading e-commerce platform for residential real estate transactions, today announced the completion of its negotiated exchange and subscription agreements (the “Exchange and Subscription Agreements”) with certain holders of the Company’s 0.25% Convertible Senior Notes due 2026 (the “2026 Notes”) and new investors, pursuant to which the Company issued $325.0 million aggregate principal amount of its 7.000% Convertible Senior Notes due 2030 (the “2030 Notes”) consisting of (a) approximately $245.8 million principal amount of 2030 Notes issued in exchange for approximately $245.8 million principal amount of 2026 Notes (the “Exchange Transactions”), and (b) approximately $79.2 million principal amount of 2030 Notes for cash (the “Subscription Transactions” and, together with the Exchange Transactions, the “Transactions”), in each case, pursuant to exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder.
“We are pleased to have achieved several key objectives for the Company and our stockholders through this transaction,” said Selim Freiha, CFO of Opendoor. “We successfully exchanged the majority of our outstanding 2026 Notes for 2030 Notes and opportunistically added $75.3 million in cash to our balance sheet—reflecting strong support from our investors. These steps position us to stay focused on our mission to reinvent the U.S. residential real estate industry—making it simpler, more convenient, and more customer-centric.”
The 2030 Notes are senior, unsecured obligations of the Company and accrue interest at a rate of 7.000% per annum. The Company expects that the gross proceeds from the Subscription Transactions will be approximately $75.3 million, excluding offering fees and transaction expenses, and intends to use the net proceeds for general corporate purposes.
The 2030 Notes will mature on May 15, 2030, unless earlier converted, redeemed or repurchased. Before November 15, 2029, the 2030 Notes are convertible at the option of holders only upon satisfaction of certain conditions and during certain periods, and on such day and thereafter, at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying cash up to the aggregate principal amount of the 2030 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 2030 Notes being converted based on the applicable conversion rate.
The 2030 Notes have an initial conversion rate of 637.1050 shares of common stock per $1,000 principal amount of 2030 Notes (which is subject to adjustment in certain circumstances). This is equivalent to an initial conversion price of approximately $1.57 per share. The initial conversion price represents a premium of approximately 80% over the last reported sale price of $0.872 per share of the Company’s common stock on May 8, 2025.
Holders of the 2030 Notes have the right to require the Company to repurchase for cash all or a portion of their 2030 Notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of a fundamental change (as defined in the indenture relating to the 2030 Notes). The Company is also required to increase the conversion rate for holders who convert their 2030 Notes in connection with certain fundamental changes or a redemption notice, as the case may be, prior to the maturity date. The 2030 Notes are redeemable, in whole or in part (subject to certain limitations), for cash at the Company’s option at any time, and from time to time, on or after May 22, 2028, but only if the last reported sale price per share of the common stock exceeds 130% of the conversion price then in effect for a specified period of time. Unless the Company has previously called all outstanding 2030 Notes for redemption, holders of the 2030 Notes may require the Company to repurchase their 2030 Notes on May 15, 2028, at a cash repurchase price equal to the principal amount of the 2030 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
J. Wood Capital Advisors LLC served as advisor to the Company in the Transactions.
For additional information regarding the terms of the Transactions, please see the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2025.
About Opendoor
Opendoor is a leading e-commerce platform for residential real estate transactions whose mission is to power life’s progress, one move at a time. Since 2014, Opendoor has provided people across the U.S. with a simple and certain way to sell and buy a home. Opendoor is a team of problem solvers, innovators, and operators who are leading the future of real estate. Opendoor currently operates in markets nationwide.
For more information, please visit www.opendoor.com
Forward Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking, including statements regarding future financial results including driving toward sustainable positive cash flow; the future health and status of the Company’s financial condition; and its business strategy and mission. These forward-looking statements generally are identified by the words “anticipate”, “believe”, “contemplate”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future”, “guidance”, “intend”, “may”, “might”, “opportunity”, “outlook”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “strategy”, “strive”, “target”, “vision”, “will”, or “would”, any negative of these words or other similar terms or expressions. The absence of these words does not mean that a statement is not forward-looking. 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 that can cause actual results to differ materially from those in such forward-looking statements. The factors that could cause or contribute to actual future events to differ materially from the forward-looking statements in this press release include but are not limited to: risks associated with the Company’s indebtedness and capital structure; the current and future health and stability of the economy, financial conditions and residential housing market, including any extended downturns or slowdowns; changes in general economic and financial conditions (including federal monetary policy, the imposition of tariffs and price or exchange controls, interest rates, inflation, actual or anticipated recession, home price fluctuations, and housing inventory), as well as the probability of such changes occurring, that impact demand for the Company’s products and services, lower the Company’s profitability or reduce its access to future financings; actual or anticipated fluctuations in the Company’s financial condition and results of operations; the Company’s ability to access sources of capital, including debt financing and securitization funding to finance its real estate inventories and other sources of capital to finance operations and growth. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described under the caption “Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2025, as updated by its periodic reports and other filings 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, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company does not give any assurance that it will achieve its expectations.
Contact Information
Investors: investors@opendoor.com
Media: press@opendoor.com
FAQ
What are the key terms of Opendoor's (OPEN) new 2030 Convertible Notes?
The $325.0 million 2030 Notes carry a 7.000% interest rate, mature on May 15, 2030, and have an initial conversion price of $1.57 per share, representing an 80% premium over the stock price of $0.872.
How much cash did Opendoor (OPEN) raise from the new convertible notes offering?
Opendoor raised approximately $75.3 million in gross proceeds from the subscription portion of the transaction, excluding offering fees and expenses.
When can holders convert Opendoor's (OPEN) 2030 Convertible Notes?
Before November 15, 2029, conversion is allowed only upon certain conditions. After that date, holders can convert at any time until two trading days before maturity.
What happens if there's a fundamental change in Opendoor (OPEN)?
Holders can require Opendoor to repurchase their 2030 Notes at 100% of principal plus accrued interest upon a fundamental change, and conversion rates will increase for conversions related to such events.
When can Opendoor (OPEN) redeem the 2030 Convertible Notes?
Opendoor can redeem the notes after May 22, 2028, but only if the stock price exceeds 130% of the conversion price for a specified period.
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