UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On December 16, 2022, 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 Seventh Amended and Restated Loan and Security Agreement, dated as of December 15, 2022 (the “Seventh Amended and Restated Agreement”), which amends and restates that certain Sixth Amended and Restated Loan and Security Agreement, dated as of December 16, 2021, 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, 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 Seventh Amended and Restated Agreement.
The Seventh Amended and Restated Agreement, among other things, extends the maturity of the Revolving Senior Loan and Revolving Mezz Loan (collectively, the “Loans”) to March 31, 2024, amends the interest rates applicable to the Loans, decreases the amount available under the Revolving Senior Loan from $85 million to $75 million (of which $50 million is committed) and increases the amount available under Revolving Mezz Loan from $14 million to $52.5 million (of which $35 million is committed).
The foregoing does not purport to be a complete description of the terms of the Seventh Amended and Restated Agreement and such description is qualified in its entirety by reference to the Seventh Amended and Restated Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is 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:
| Exhibit |
Description | |
| 10.1* | Seventh Amended and Restated Loan and Security Agreement, dated as of December 16, 2022, by and among Offerpad (SVPBORROWER1), LLC, LL Private Lending Fund, L.P., LL Private Lending Fund II, L.P., and LL Funds, LLC | |
| 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. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Offerpad Solutions Inc. | ||||||
| Date: December 19, 2022 | By: | /s/ Michael Burnett | ||||
| Michael Burnett Chief Financial Officer | ||||||