OFFERPAD SOLUTIONS INC. : Entering into a Material Definitive Agreement, Creation of a Direct Financial Obligation or Obligation Under a Registrant’s Off-Balance Sheet Arrangement, Other Events, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

At December 16, 2021, Offerpad Solutions Inc. (the “Company”) has undertaken the following transactions to refinance and restructure its related party credit facilities:

Amendment to JPMorgan’s Senior Credit Facility to Refinance and Replace Related Class B Mezzanine Lenders

Offerpad SPE Borrower A, LLC (“Borrower A”), as Borrower and Borrower’s representative, and Offerpad SPE Borrower A Holdings, LLC (“Holdings A”), as pledgor and guarantor, and Offerpad Holdings LLC (“Offerpad Holdings“), as a limited guarantor, each a direct or indirect wholly-owned subsidiary of the Company, has entered into Amendment No. 1 (the “Amendment”) to this Loan and Guarantee Agreement, dated September 10, 2021 (as amended by the Amendment and as amended, supplemented or otherwise modified from time to time, the “Amended Loan Agreement”), by and between Borrower A, Holdings A, the lenders parties thereto here, and JPMorgan Chase Bank, North America., as administrative agent, and Wells Fargo Bank, National Associationas paying agent and calculation agent.

The Amendment, among other things, replaces Related Class B Mezzanine Lenders (whose loans have been fully refinanced) that were parties to the Amended Loan Agreement with unrelated Third Party Class B Mezzanine Lenders and changes certain class B lead and concentration limits.

The foregoing does not purport to be a complete description of the terms of the Amendment and that 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.

Amended and restated senior secured and mezzanine credit facilities

Offerpad (SPVBorrower1), LLC (“SPVBorrower1”), as borrower, an indirect wholly-owned subsidiary of the Company, has entered into a Sixth Amended and Restated Loan and Guarantee Agreement (the “SPVBorrower1 Amendment”), which amends and reaffirms that certain Fifth Amended and Restated Loan and Guarantee Agreement Agreement, dated
March 31, 2021 (as amended by SPVBorrower1 Amendment and as amended, supplemented or otherwise modified from time to time, the “SPVBorrower1 Loan Agreement”), by and between SPVBorrower1, the lenders parties thereto, and LL Funds, LLC, as warranty agent. The SPVBorrower1 amendment, among others, reduces the committed amount of the senior facility to $85,000,000 and the committed mezzanine facility amount to $14,000,000 and changes interest rates and certain fees under the SPVBorrower1 loan agreement.

The foregoing does not purport to be a complete description of the terms of the SPVBorrower1 Amendment and that description is qualified in its entirety by reference to the SPVBorrower1 Amendment, a copy of which is filed as Schedule 10.2 hereto and is incorporated herein. by reference.

Amended and Restated Mezzanine Credit Facility

OP SPE Parent Borrower, LLC, OP SPE PHX1, LLC and OP SPE TPA1, LLC
(collectively, the “PHX1/TPA1 Borrowers”), as borrower, each an indirect wholly-owned subsidiary of the Company, have entered into a second amended and restated Mezzanine Loan and Guarantee Agreement (the ” Amendment PHX1/TPA1”), which amends and recalls that certain amended and restated loan and guarantee agreements, dated March 31, 2021 (as amended by Amendment PHX1/TPA1 and as amended, supplemented or otherwise modified from time to time, the “PHX1/TPA1 Loan Agreement”), by and among the PHX1/TPA1 Borrowers, Private Loan Fund LL II, LP, as a lender. Amendment PHX1/TPA1, among others, increases the amount of the committed facility to $65,000,000 and changes the interest rate and certain fees under the PHX1/TPA1 loan agreement.

The foregoing does not purport to be a complete description of the terms of Amendment PHX1/TPA1 and this description is qualified in its entirety by reference to Amendment PHX1/TPA1, a copy of which is filed as Schedule 10.3 hereto. and is incorporated herein. by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet arrangement of a registrant.

The information included in Section 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Section 8.01 Other Events

At December 20, 2021the Company obtained (a) $500 million in additional senior secured revolving credit capacity (of which $300 million is engaged) with a financial institution and (b) $112.5 million additional secured mezzanine line of credit

capacity (of which $67.5 million is engaged) with a third-party lender. From
December 20, 2021the Company has approximately $1.7 billion of borrowing capacity on renewable stocks, of which approximately $1.3 billion is engaged.

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Item 9.01 Financial statements and supporting documents.

(d) Exhibits.




Exhibit Number         Description of Exhibits

10.1*                    Amendment No. 1 dated December 16, 2021, to the Loan and
                       Security Agreement, dated September 10, 2021, among JPMorgan
                       Chase Bank, N.A., as Administrative Agent, the lenders party
                       thereto, Offerpad SPE Borrower A, LLC, as initial borrower,
                       and Wells Fargo Bank, National Association, as Paying Agent
                       and Calculation Agent.

10.2*                    Sixth Amended and Restated Loan and Security Agreement,
                       dated as of December 16, 2021, by and among Offerpad
                       (SPVBorrower1), LLC, LL Private Lending Fund, L.P., LL
                       Private Lending Fund II, L.P. and LL Funds, LLC.

10.3*                    Second Amended and Restated Mezzanine Loan and Security
                       Agreement, dated as of December 16, 2021, by and among OP SPE
                       Borrower Parent, LLC, OP SPE PHX1, LLC, OP SPE TPA1, LLC and
                       LL Private Lending Fund II, L.P.

104                    Cover page Interactive Data File (embedded within the Inline
                       XBRL document)

* Certain exhibits and annexes have been omitted in accordance with

Article 601(a)(5) of the regulations SK. A copy of any schedule or parts omitted

will be provided to SECOND on demand.

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