SEC Form SC 13D/A filed by Offerpad Solutions Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

OFFERPAD SOLUTIONS INC.

(Name of Issuer)

Class A common stock, $0.0001 par value

(Title of Class of Securities)

67623L109

(CUSIP Number)

Stacy S. Rust

Senior Corporate Counsel

First American Financial Corporation

1 First American Way

Santa Ana, California 92707

(714) 250-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 31, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on 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).

SCHEDULE 13D

(1) Based upon the information provided by Offerpad Solutions Inc. (the “Issuer”) in a quarterly report on Form 10-Q filed on November 2, 2022 there are 232,377,521 shares outstanding of Class A common stock as of October 26, 2022.  Based upon the information provided by the Issuer in a current report on Form 8-K filed on February 1, 2023, 160,742,959 shares of Class A common stock are exercisable upon the exercise in full of the prefunded warrants referenced in said Form 8-K.

SCHEDULE 13D

Item 1. Security and Issuer.  

This Schedule 13D (this “Schedule”) relates to the shares of Class A common stock, $0.0001 par value (the “Shares”), of Offerpad Solutions Inc. (the “Issuer”).  The principal executive offices of the Issuer are located at 2150 E. Germann Road, Suite 1, Chandler, Arizona 85286.

Item 2. Identity and Background.

This Schedule is being filed by First American Financial Corporation, a Delaware corporation (the “Reporting Person”). The Reporting Person is a holding company that, through its operating subsidiaries, is primarily engaged in the business of providing title insurance, settlement services and other financial services and risk solutions. The address of the Reporting Person’s principal business and its principal office is 1 First American Way, Santa Ana, California 92707.

The name and, to the knowledge of the Reporting Person, the current principal occupation or employment of each director or executive officer of the Reporting Person is set forth in the Reporting Person’s most recent proxy statement filed with the SEC on April 1, 2022.  To the knowledge of the Reporting Person, no disclosures are required in response to Items 2(d) or 2(e) with respect to any director or executive officer of the Reporting Person.  The business address for each executive officer and director is 1 First American Way, Santa Ana, California 92707.  To the knowledge of the Reporting Person, each executive officer and director is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

As reported in the Reporting Person’s quarterly report on Form 10-Q for the quarter ending June 30, 2021, the Reporting Person previously invested approximately $85.0 million in OfferPad, Inc.  On September 1, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of March 17, 2021, by and among the Issuer, Orchids Merger Sub LLC (“Merger Sub”) and OfferPad, Inc., Merger Sub merged with and into OfferPad, Inc. with OfferPad, Inc. surviving as a wholly owned subsidiary of Supernova Partners Acquisition Company, Inc., which then changed its name to Offerpad Solutions Inc. (the “Merger”). 32,138,883 of the Shares reported herein as beneficially owned by the Reporting Person were issued in connection with the consummation of the Merger.  The remaining 44,650,830 Shares reported herein as beneficially owned by the Reporting Person are exercisable under a prefunded warrant (the “Prefunded Warrant”) purchased by the Reporting Person for $25,000,000 (at a per Class A Common Stock share price of $0.5599) from the Issuer on January 31, 2023 pursuant to a Pre-Funded Warrants Subscription Agreement, dated as of February 1, 2023 (the “Subscription Agreement”), among the Issuer, the Reporting Person and the other purchasers identified therein. The per share exercise price under the Prefunded Warrant is $0.0001.  The Reporting Person used working capital to fund the purchase.

Pursuant to the terms of the Prefunded Warrant, the Reporting Person may not exercise the Prefunded Warrant earlier than the date that is twenty-one (21) days following filing and mailing of a definitive information statement with the SEC or such later time as is necessary to comply with the listing requirements of the New York Stock Exchange (“NYSE”). The Issuer has agreed in the Subscription Agreement to file with the SEC a preliminary information statement in accordance with Regulation 14C promulgated under of the Securities Exchange Act of 1934 seeking such approval as may be required by the applicable rules and regulations of the

SCHEDULE 13D

NYSE from the stockholders of the Issuer (“Stockholder Approval”) with respect to the issuance of the Class A common stock underlying the prefunded warrants issued pursuant to the Subscription Agreement (the “Underlying Class A Common Stock”).  In this regard, the Reporting Person together with certain other stockholders of the Issuer collectively constituting a majority of the Class A common stock has executed a written consent of stockholders approving the issuance of the Underlying Class A Common Stock.  Additionally, in connection with the transactions described in the Subscription Agreement (the “Transaction”), the Issuer, the Reporting Person, Brian Bair, LL Capital Partners I, L.P. and SIF V, LLC have entered a voting agreement, dated January 31, 2023 (the “Voting Agreement”).  Pursuant to the terms of the Voting Agreement, the stockholder parties thereto agreed with the Issuer, severally and not jointly, to vote their shares of Class A Common Stock in support of the Transaction until the earliest of (i) receipt of Stockholder Approval that is binding upon the Issuer so as to permit the exercise of the prefunded warrants; (ii) 11:59 p.m., Eastern time, on the second trading day after the Issuer files its quarterly report on Form 10-Q for the period ended March 31, 2023; and (iii) 11:59 p.m., Eastern time, on May 12, 2023.

Item 4. Purpose of Transaction.

The information contained in Items 3 and 6 is incorporated in its entirety into this Item 4.

The Reporting Person plans to exercise the Prefunded Warrant in full as soon as it is permitted to do so.  The Reporting Person has acquired, and holds, the Shares and the Prefunded Warrant reported herein for investment purposes.  The Reporting Person intends from time to time to review its investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, strategy, results of operations and prospects; general economic and industry conditions; the securities markets in general and those for the Issuer’s Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Person may deem appropriate in light of the circumstances existing from time to time.  From time to time, the Reporting Person may engage in discussions with management and/or the Board of Directors of the Issuer and other holders of the Shares concerning the business and future plans of the Issuer generally, including with respect to transactions involving the Issuer, the Reporting Person and/or their affiliates.  If the Reporting Person believes that further investment in the Issuer is attractive, whether because of the market price of the Shares or otherwise, it may acquire, directly or indirectly, Shares or other securities of the Issuer either in the open market or in privately negotiated transactions.  Similarly, depending on market and other factors, the Reporting Person may dispose of some or all of the Shares it currently owns either in the open market or in privately negotiated transactions.  Kenneth D. DeGiorgio, chief executive officer of the Reporting Person, currently serves as a director of the Issuer.

Except as described above, the Reporting Person currently does not have any plan or proposal relating to any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.  The Reporting Person reserves the right to change its intention with respect to any or all of the matters required to be disclosed in this Item 4.

Item 5. Interest in Securities of the Issuer.

SCHEDULE 13D

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

Amended and Restated Registration Rights Agreement

On September 1, 2021, in connection with the consummation of the Merger, the Issuer, Supernova Partners LLC, certain affiliates of Supernova Partners LLC, the Reporting Person and certain other former stockholders of OfferPad, Inc. entered into the Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Issuer has agreed to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of the Issuer’s Class A common stock and other equity securities of the Issuer that are held by the parties thereto from time to time.  The Registration Rights Agreement will terminate on the earlier of (i) the five year anniversary of the date of the Registration Rights Agreement or (ii) with respect to any Holder (as defined therein), on the date that such Holder no longer holds any Registrable Securities (as defined therein).

Pre-Funded Warrants Subscription Agreement

On January 31, 2023, the Reporting Person entered into the Subscription Agreement and purchased the Prefunded Warrant. Pursuant to the terms of the Subscription Agreement, the Issuer has agreed that the shares of Underlying Class A Common Stock receivable upon exercise of the Prefunded Warrant are to be considered “registrable securities” for purposes of the Registration Rights Agreement.  The Issuer has also agreed in the Subscription Agreement to register for resale, pursuant to Rule 415 of the Securities Act, the shares of Underlying Class A Stock acquired by the purchasers (including the Reporting Person) upon exercise of the prefunded warrants issued pursuant to the Subscription Agreement. The obligation of the Issuer to maintain the effectiveness of the resale registration statement will terminate, as to the Reporting Person, on the earliest of (i) the date on which the Reporting Person may sell all of its Underlying Class A Common Stock under Rule 144 of the Securities Act without volume or manner-of-sale restrictions imposed under Rule 144(b)(2); (ii) January 31, 2028; or (iii) the date on which the Reporting Person shall have sold all of its Underlying Class A Common Stock pursuant to the foregoing resale registration statement.

Lock-Up of Shares

In the Subscription Agreement, the Reporting Person has agreed not to transact in or transfer any Issuer securities until two (2) trading days following the filing with the SEC of the Issuer’s quarterly report on Form 10-Q for the three months ended March 31, 2023.

The foregoing descriptions of the Registration Rights Agreement, the Subscription Agreement and the lock-up restrictions are qualified in their entirety by reference to the full text of such agreement, copies of which are filed as exhibits to this Schedule 13D and incorporated herein by this reference.

Item 7. Materials to be Filed as Exhibits.

SCHEDULE 13D

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct.