| Item 1.01. | Entry into a Material Definitive Agreement. |
On November 6, 2023, Offerpad (SVPBORROWER1), LLC, as borrower (“SPV1”), a wholly owned subsidiary of Offerpad Solutions Inc. (the “Company”), and LL Private Lending Fund, L.P., as a lender under the Revolving Senior Loan, LL Private Lending Fund II, L.P., as a lender under the Revolving Mezz Loan, and LL Funds, LLC, as collateral agent, (collectively, the “LL Funds”), entered into the Eighth Amended and Restated Loan and Security Agreement, dated as of November 6, 2023 (the “Eighth Amended and Restated Agreement”), which amends and restates that certain Seventh Amended and Restated Loan and Security Agreement, dated as of December 16, 2022, by and among SPV1 and the LL Funds. The LL Funds are affiliates of LL Capital Partners I, L.P., which holds more than 5% of the Company’s Class A common stock, and Roberto Sella, who is a member of the board of directors of the Company and also holds more than 5% of the Company’s Class A common stock, is the managing member or general partner, as applicable, of each of the LL Funds and LL Capital Partners I, L.P. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Eighth Amended and Restated Agreement.
The Eighth Amended and Restated Agreement, among other things, (i) extends the maturity of the Revolving Senior Loan and Revolving Mezz Loan (collectively, the “Loans”) to March 31, 2025, and extends the Runoff Date to September 30, 2025, (ii) amends the interest rates and fees applicable to the Loans, (iii) amends certain covenants and restrictions applicable to the Loans to align with those applicable to the Company’s other debt agreements, and (iv) decreases the amounts available under the (x) Revolving Senior Loan from $75 million to $50 million (of which $30 million is committed) and (y) Revolving Mezz Loan from $52.5 million to $22 million (of which $8 million is committed), in each case, to align with the Company’s anticipated funding requirements.
Also on November 6, 2023, OP SPE Borrower Parent, LLC (“SPE”), as borrower, OP SPE PHX1, LLC (“PHX1”), as borrower, and OP SPE TPA1, LLC (“TPA1”), as borrower, each an indirect wholly owned subsidiary of the Company, entered into the Third Amended and Restated Mezzanine Loan and Security Agreement, dated as of November 6, 2023 (the “Third Amended and Restated Mezzanine Agreement”), which amends that certain Second Amended and Restated Mezzanine Loan and Security Agreement, dated as of December 16, 2021, by and among SPE, PHX1, TPA1 and LL Private Lending Fund II, L.P., as lender, as amended.
The Third Amended and Restated Mezzanine Agreement, among other things, (i) extends the maturity date for the facility to June 7, 2025, and extends the Final Maturity Date (as defined in the Third Amended and Restated Mezzanine Agreement) to December 7, 2025, (ii) amends the interest rates and fees applicable to advances under the Third Amended and Restated Mezzanine Agreement (the “Mezzanine Loans”), (iii) amends certain covenants and restrictions applicable to the Mezzanine Loans to align with those applicable to the Company’s other debt agreements, and (iv) decreases borrowing capacity under the Third Amended and Restated Mezzanine Agreement from $97.5 million to $70 million (of which $45 million is committed), to align with the Company’s anticipated funding requirements.
The foregoing does not purport to be a complete description of the terms of the Eighth Amended and Restated Agreement or the Third Amended and Restated Mezzanine Agreement and such description is qualified in its entirety by reference to the Eighth Amended and Restated Agreement and the Third Amended and Restated Mezzanine Agreement, copies of which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) The following exhibits are filed as part of this Current Report on Form 8-K:
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Exhibit | | Description |
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| 10.1* | | Eighth Amended and Restated Loan and Security Agreement, dated as of November 6, 2023, by and among Offerpad (SVPBORROWER1), LLC, LL Private Lending Fund, L.P., LL Private Lending Fund II, L.P., and LL Funds, LLC. |
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| 10.2* | | Third Amended and Restated Mezzanine Loan and Security Agreement, dated as of November 6, 2023, by and among OP SPE Borrower Parent, LLC, OP SPE PHX1, LLC, OP SPE TPA1, LLC and LL Private Lending Fund II, L.P. |
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| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| * | Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request. |
