XML 33 R22.htm IDEA: XBRL DOCUMENT v3.22.2
Related-Party Transactions
6 Months Ended
Jun. 30, 2022
Related Party Transactions [Abstract]  
Related-Party Transactions

NOTE 16. RELATED-PARTY TRANSACTIONS

LL Credit Facilities

As of June 30, 2022, we have one senior secured credit facility with a related party and two mezzanine secured credit facilities with a related party. The following summarizes certain details related to these facilities:

 

 

As of June 30, 2022

 

 

As of December 31, 2021

 

($ in thousands)

 

Borrowing
Capacity

 

 

Outstanding
Amount

 

 

Borrowing
Capacity

 

 

Outstanding
Amount

 

Senior secured credit facility with a related party

 

$

85,000

 

 

$

30,728

 

 

$

85,000

 

 

$

81,926

 

Mezzanine secured credit facilities with a related party

 

$

79,000

 

 

$

56,728

 

 

$

79,000

 

 

$

82,509

 

Since October 2016, we have been party to a loan and security agreement (the “LL Funds Loan Agreement”), with LL Private Lending Fund, L.P. and LL Private Lending Fund II, L.P., both of which are affiliates of LL Capital Partners I, L.P., which holds more than 5% of our Class A common stock. Additionally, Roberto Sella, who is a member of our board of directors, is the managing partner of LL Funds. The LL Funds Loan Agreement is comprised of a senior secured credit facility and a mezzanine secured credit facility, under which we may borrow funds up to a maximum principal amount of line of $85.0 million and $14.0 million, respectively. The LL Funds Loan Agreement also provides us with the option to borrow above the fully committed borrowing capacity, subject to the lender’s discretion. Refer to Note 8, Credit Facilities and Notes Payable, for further details about the facilities under the LL Funds Loan Agreement.

Since March 2020, we have also been party to a mezzanine loan and security agreement (the “LL Mezz Loan Agreement”), with LL Private Lending Fund II, L.P., which is an affiliate of LL Capital Partners I, L.P. Under the LL Mezz Loan Agreement, we may borrow funds up to a maximum principal amount of $65.0 million. In July 2022, the borrowing capacity under the LL Mezz Loan Agreement was increased to $97.5 million. Refer to Note 8, Credit Facilities and Notes Payable, for further details about the mezzanine facility under the LL Mezz Loan Agreement.

We paid interest for borrowings under the LL facilities of $1.4 million and $2.2 million during the three months ended June 30, 2022 and 2021, respectively, and $4.4 million and $3.9 million during the six months ended June 30, 2022 and 2021.

Use of First American Financial Corporation’s Services

First American Financial Corporation (“First American”), which holds more than 5% of our Class A common stock, through its subsidiaries is a provider of title insurance and settlement services for real estate transactions and a provider of property data services. We use First American’s services in the ordinary course of our home-buying and home-selling activities. We paid First American $5.2 million and $2.6 million during the three months ended June 30, 2022 and 2021, respectively, and $10.9 million and $4.3 million during the six months ended June 30, 2022 and 2021, respectively, for its services, inclusive of the fees for property data services.

Warehouse Lending Facility with FirstFunding, Inc.

During July 2022, Offerpad Mortgage, LLC (“Offerpad Home Loans” or “OPHL”) entered into a warehouse lending facility with FirstFunding, Inc. (“FirstFunding”), a wholly-owned subsidiary of First American, which holds more than 5% of our Class A common stock. Offerpad Home Loans uses the warehouse lending facility to fund mortgage loans it originates and then sells to third-party mortgage servicers. The committed amount under the facility is $15.0 million and OPHL pays certain customary and ordinary course fees to FirstFunding under the facility, including a funding fee per loan and interest.

Compensation of Immediate Family Members of Brian Bair

Offerpad employs two of Brian Bair’s brothers, along with Mr. Bair’s sister-in-law. The following details the total compensation paid to Mr. Bair’s brothers and Mr. Bair’s sister-in-law, which includes both base salary and annual performance-based cash incentives, during the respective periods:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

($ in thousands)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Mr. Bair’s brother 1

 

$

115

 

 

$

169

 

 

$

418

 

 

$

409

 

Mr. Bair’s brother 2

 

 

108

 

 

 

85

 

 

 

394

 

 

 

311

 

Mr. Bair’s sister-in-law

 

 

32

 

 

 

37

 

 

 

62

 

 

 

69

 

 

 

$

255

 

 

$

291

 

 

$

874

 

 

$

789

 

During the six months ended June 30, 2022, Mr. Bair’s brothers and Mr. Bair’s sister-in-law received grants of equity awards under the Offerpad Solutions Inc. 2021 Incentive Award Plan, which included awards of restricted stock units (“RSUs”), performance-based RSUs (“PSUs”) and/or stock options, as follows:

 

 

Number of RSUs

 

 

Number of Target PSUs

 

 

Number of Stock Options

 

Mr. Bair’s brother 1

 

 

84,367

 

 

 

126,551

 

 

 

 

Mr. Bair’s brother 2

 

 

79,404

 

 

 

119,107

 

 

 

 

Mr. Bair’s sister-in-law

 

 

3,000

 

 

 

 

 

 

6,000

 

 

 

 

166,771

 

 

 

245,658

 

 

 

6,000

 

In June 2022, Mr. Bair’s brothers each entered into employment agreements with the Company with customary severance and other terms provided to similarly situated executives.