UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On September 5, 2023, Offerpad SPE Borrower A, LLC, Offerpad SPE Borrower A Holdings, LLC, and Offerpad Holdings LLC (collectively, the “Offerpad Parties”), each a wholly owned subsidiary of Offerpad Solutions Inc. (“Offerpad”), and JPMorgan Chase Bank, N.A., AG Mortgage Value Partners Onshore Master Fund, L.P., AG Asset Based Credit Master Fund (B), L.P., AG TCDRS, L.P. and AG Centre Street Partnership, L.P. (each, a “Lender”) entered into Amendment No. 5 to Loan and Security Agreement and Reaffirmation of Guarantees (“Amendment No. 5”), which amends that certain Loan and Security Agreement, dated as of September 21, 2021, by and among the Offerpad Parties and the Lenders, as amended, the “Loan Agreement.” Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement, which was filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 10.1 to Offerpad’s Current Report on Form 8-K filed with the SEC on September 15, 2021.
Amendment No. 5, among other things, extends the end of the Revolving Period from September 10, 2023 to the date that is the earliest of (i) October 10, 2023, (ii) the date on which any Event of Default occurs, or (iii) the date on which any Early Amortization Event occurs. The Revolving Period is being extended in order to provide the Offerpad Parties and the Lenders additional time to finalize a renewal of the facilities under the Loan Agreement.
The foregoing does not purport to be a complete description of the terms of Amendment No. 5 and such description is qualified in its entirety by reference to Amendment No. 5, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Forward Looking Statements
Certain statements in this Current Report on Form 8-K may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For example, statements regarding the renewal of the facilities under the Loan Agreement and timing thereof are forward-looking statements. Such forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may impact such forward-looking statements include, but are not limited to, the factors discussed under the caption “Risk Factors” in Offerpad’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 28, 2023 and Offerpad’s other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this Current Report on Form 8-K. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Offerpad and its management, are inherently uncertain. Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Offerpad undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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 | Amendment No. 5 to Loan and Security Agreement and Reaffirmation of Guarantees, among Offerpad SPE Borrower A, LLC, Offerpad SPE Borrower A Holdings, LLC, and Offerpad Holdings LLC, JPMorgan Chase Bank, N.A., as administrative agent and lender, and the other lenders party thereto | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
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: September 8, 2023 | By: | /s/ Jawad Ahsan | ||||
| Jawad Ahsan | ||||||
| Chief Financial Officer | ||||||
Exhibit 10.1
AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT AND REAFFIRMATION OF GUARANTEES
Amendment No. 5 to Loan and Security Agreement, Waiver, and Reaffirmation of Guarantees, dated as of September 5, 2023 (this “Amendment”), among OFFERPAD SPE BORROWER A, LLC, as borrower (“Borrower”), OFFERPAD SPE BORROWER A, LLC, as borrower representative (“Borrower Representative”), OFFERPAD SPE BORROWER A HOLDINGS, LLC, as pledgor and guarantor (“Pledgor”), OFFERPAD HOLDINGS LLC, as limited guarantor (“Guarantor”), JPMORGAN CHASE BANK, N.A., as a lender, AG MORTGAGE VALUE PARTNERS ONSHORE MASTER FUND, L.P., as a lender, AG ASSET BASED CREDIT MASTER FUND (B), L.P., as a lender, AG TCDRS, L.P., as a lender, AG CENTRE STREET PARTNERSHIP, L.P., as a lender and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent acting for and on behalf of Lenders (“Administrative Agent”).
RECITALS
Borrower, Borrower Representative, Lenders and Administrative Agent are parties to that certain Loan and Security Agreement, dated as of September 10, 2021 (as amended by Amendment No. 1 to Loan and Security Agreement, dated as of December 16, 2021, as further amended by Amendment No. 2 to Loan and Security Agreement, dated as of September 21, 2022, as further amended by Amendment No. 3 to Loan and Security Agreement, dated as of December 21, 2022, as further amended by Amendment No. 4 to Loan and Security Agreement, dated as of February 24, 2023, the “Existing Loan Agreement”, as further amended by this Amendment, the “Loan Agreement”). Pledgor is a party to that certain Guaranty Agreement, dated as of September 10, 2021, made in favor of Administrative Agent (the “Guaranty Agreement”). Guarantor is a party to that certain Limited Guaranty, dated as of September 10, 2021, made in favor of Administrative Agent (the “Limited Guaranty”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Loan Agreement.
Borrower, Borrower Representative, Pledgor, Guarantor, Lenders and Administrative Agent have agreed, subject to the terms and conditions of this Amendment, that the Existing Loan Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Loan Agreement.
Accordingly, Borrower, Borrower Representative, Pledgor, Guarantor, Lenders and Administrative Agent hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Loan Agreement is hereby amended as follows:
SECTION 1. Amendment to Existing Loan Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 2 below, Section 1.01 of the Existing Loan Agreement is hereby amended by deleting the definition of “Revolving Period” in its entirety and replacing it with the following:
“Revolving Period” shall mean the period commencing on the Closing Date and ending on the date that is the earliest of (i) October 10, 2023 (ii) the date on which any Event of Default occurs, or (iii) the date on which any Early Amortization Event occurs.
SECTION 2. Conditions Precedent. This Amendment shall become effective as of the date hereof, upon the execution and delivery to Administrative Agent and Lenders of this Amendment by Borrower, Borrower Representative, Pledgor, Guarantor, Administrative Agent and Lenders.
SECTION 3. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Loan Agreement, the Guaranty Agreement and the Limited Guaranty shall continue to be, and shall remain, in full force and effect in accordance with their terms. The parties hereto have entered into this Amendment solely to amend the terms of the Existing Loan Agreement and do not intend this Amendment or the transactions contemplated hereby to be, and this Amendment and the transactions contemplated hereby shall not be construed to be, a novation of any of the obligations owing by Borrower, Pledgor, Guarantor or any other party under or in connection with the Existing Loan Agreement, the Guaranty Agreement, the Limited Guaranty or any of the other Facility Documents. It is the intention and agreement of each of the parties hereto that (i) the perfection and priority of all security interests securing the payment of the obligations of the parties under the Existing Loan Agreement, the Guaranty Agreement and the Limited Guaranty are preserved, (ii) the liens and security interests granted under the Existing Loan Agreement continue in full force and effect, and (iii) any reference to the Existing Loan Agreement in any Facility Document shall be deemed to reference the Existing Loan Agreement as amended by this Amendment. The execution of this Amendment by Administrative Agent does not operate as a waiver of any of its rights, powers, or privileges under the Loan Agreement, the Guaranty Agreement, the Limited Guaranty or under any of the other Facility Documents (including, without limitation, any other occurrences under the Loan Agreement that would commence a Default).
SECTION 4. Ratification and Reaffirmation of Guarantees. Pledgor and Guarantor each hereby ratifies and reaffirms the terms and conditions of the Guaranty Agreement and the Limited Guaranty, as applicable. Pledgor’s and Guarantor’s obligations, liabilities, covenants, and guaranties pursuant to the Guaranty Agreement and the Limited Guaranty, whether for payment, performance, or otherwise, are now and shall remain valid and binding obligations of Pledgor and Guarantor, as applicable, and both before and after giving effect to the Amendment, will remain, now and hereafter, in full force and effect, unmodified and enforceable against Pledgor and Guarantor in accordance with their terms. Pledgor and Guarantor each acknowledges and agrees that this ratification and reaffirmation is given to induce Administrative Agent and Lenders to provide their consent to this Amendment. Absent execution and delivery of this Amendment by Pledgor and Guarantor, Administrative Agent would not have provided such consent to this Amendment.
2
SECTION 5. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.
SECTION 6. Counterparts. This Amendment may be executed by each of the parties hereto by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature (including, but not limited to, DocuSign) permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm of otherwise verify the validity or authenticity thereof. This Amendment may be executed in one or more counterparts and by the different parties hereto on separate counterparts, including without limitation counterparts transmitted by facsimile or other electronic transmission, each of which, when so executed, shall be deemed to be an original and such counterparts, together, shall constitute one and the same agreement. The parties agree that this Amendment, any documents to be delivered pursuant to this Amendment and any notices hereunder may be transmitted between them by email and/or by facsimile.
SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN.
SECTION 8. Headings. The headings of this Amendment are provided solely for convenience of reference and shall not modify, define, expand or limit any of the terms or provisions of this Amendment.
SECTION 9. Consent. By countersigning this Amendment, Lenders, constituting all of the Lenders under the Loan Agreement, hereby consent to this Amendment. In addition, by countersigning this Amendment, each of Paying Agent and Calculation Agent hereby consents to this Amendment.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
3
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.
| ADMINISTRATIVE AGENT: | ||
| JPMORGAN CHASE BANK, N.A. | ||
| By: | /s/ Mackenzie Smith | |
| Name: | Mackenzie Smith | |
| Title: | Vice President | |
Signature Page to Amendment No.5 to Loan and Security Agreement
| LENDER: | ||
| JPMORGAN CHASE BANK, N.A. | ||
| By: | /s/ Mackenzie Smith | |
| Name: | Mackenzie Smith | |
| Title: | Vice President | |
Signature Page to Amendment No.5 to Loan and Security Agreement
| LENDER: | ||
| AG Mortgage Value Partners Onshore Master Fund, L.P. | ||
| By: Angelo, Gordon & Co., L.P., as manager or advisor | ||
| By: | /s/ TJ Durkin | |
| Name: | TJ Durkin | |
| Title: | Authorized Signatory | |
| AG Asset Based Credit Master Fund (B), L.P. | ||
| By: Angelo, Gordon & Co., L.P., as manager or advisor | ||
| By: | /s/ TJ Durkin | |
| Name: | TJ Durkin | |
| Title: | Authorized Signatory | |
| AG TCDRS, L.P. | ||
| By: Angelo, Gordon & Co., L.P., as manager or advisor | ||
| By: | /s/ TJ Durkin | |
| Name: | TJ Durkin | |
| Title: | Authorized Signatory | |
| AG Centre Street Partnership, L.P. | ||
| By: Angelo, Gordon & Co., L.P., as manager or advisor | ||
| By: | /s/ TJ Durkin | |
| Name: | TJ Durkin | |
| Title: | Authorized Signatory | |
Signature Page to Amendment No.5 to Loan and Security Agreement
| BORROWER: | ||
| OFFERPAD SPE BORROWER A, LLC, as a Borrower | ||
| By: | /s/ Jawad Ahsan | |
| Name: | Jawad Ahsan | |
| Title: | Chief Financial Officer | |
| By: | /s/ Benjamin Aronovitch | |
| Name: | Benjamin Aronovitch | |
| Title: | Chief Legal Officer | |
Signature Page to Amendment No.5 to Loan and Security Agreement
| BORROWER REPRESENTATIVE: | ||
| OFFERPAD SPE BORROWER A, LLC | ||
| By: | /s/ Jawad Ahsan | |
| Name: | Jawad Ahsan | |
| Title: | Chief Financial Officer | |
| By: | /s/ Benjamin Aronovitch | |
| Name: | Benjamin Aronovitch | |
| Title: | Chief Legal Officer | |
Signature Page to Amendment No.5 to Loan and Security Agreement
| PLEDGOR AND GUARANTOR: | ||
| OFFERPAD SPE BORROWER A HOLDINGS, LLC, as Pledgor | ||
| By: | /s/ Jawad Ahsan | |
| Name: | Jawad Ahsan | |
| Title: | Chief Financial Officer | |
| By: | /s/ Benjamin Aronovitch | |
| Name: | Benjamin Aronovitch | |
| Title: | Chief Legal Officer | |
Signature Page to Amendment No.5 to Loan and Security Agreement
| LIMITED GUARANTOR: | ||
| OFFERPAD HOLDINGS LLC, as Guarantor | ||
| By: | /s/ Jawad Ahsan | |
| Name: | Jawad Ahsan | |
| Title: | Chief Financial Officer | |
| By: | /s/ Benjamin Aronovitch | |
| Name: | Benjamin Aronovitch | |
| Title: | Chief Legal Officer | |
Signature Page to Amendment No.5 to Loan and Security Agreement