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 4, 2024, Offerpad SPE Borrower A, LLC, as a borrower and borrower representative, a wholly owned subsidiary of Offerpad Solutions Inc., SPE Lender A Trust, as Class 1 Type Lender and as Class 2 Type Lender, JPMorgan Chase Bank, N.A., as Class A Certificateholder and as administrative agent, AG Mortgage Value Partners Onshore Master Funk, LP., AG Asset Based Credit Master Fund (B), L.P. and AG Center Street Partnership, L.P, each as a Class B Certificateholder, and Computershare Trust Company, N.A., as paying agent and calculation agent, entered into a First Amendment to Loan and Security Agreement (the “Amendment”) amending that certain Loan and Security Agreement, dated as of October 16, 2023 (the “Existing Loan Agreement”), by and among Offerpad SPE Borrower A, LLC, as a borrower and borrower representative, JPMorgan Chase Bank, N.A., as initial lender and administrative agent, Computershare Trust Company, N.A., as paying agent and calculation agent, and the other lenders party thereto.
The Amendment provides that the $200.0 million senior facility and the $45.0 million mezzanine facility (together, the “Facilities”) provided for under the Existing Loan Agreement shall be entirely uncommitted. The Amendment also extends the maturity date of the facilities to July 16, 2026 and provides that financial covenants for the Facilities may only be tested if the loan balance exceeds certain thresholds.
The foregoing does not purport to be a complete description of the terms of the Amendment and such description is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and 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:
| + | 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 6, 2024 | By: | /s/ Peter Knag | ||||
| Peter Knag Chief Financial Officer | ||||||