v3.25.2
Credit Facilities and Other Debt
6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Credit Facilities and Other Debt

Note 6. Credit Facilities and Other Debt

The carrying value of the Company’s credit facilities and other debt consists of the following as of the respective period ends:

 

June 30,

 

 

December 31,

 

($ in thousands)

2025

 

 

2024

 

Credit facilities and other debt, net

 

 

 

 

 

Senior secured credit facilities with financial institutions

$

165,511

 

 

$

166,914

 

Senior secured credit facility with a related party

 

11,860

 

 

 

18,329

 

Senior secured debt - other

 

11,869

 

 

 

21,433

 

Mezzanine secured credit facilities with financial institutions

 

 

 

 

7,707

 

Mezzanine secured credit facilities with a related party

 

26,717

 

 

 

23,532

 

Debt issuance costs

 

(58

)

 

 

(676

)

Total credit facilities and other debt, net

 

215,899

 

 

 

237,239

 

Current portion - credit facilities and other debt, net

 

 

 

 

 

Total credit facilities and other debt, net

 

177,322

 

 

 

195,378

 

Total credit facilities and other debt - related party

 

38,577

 

 

 

41,861

 

Total credit facilities and other debt, net

$

215,899

 

 

$

237,239

 

The Company utilizes financing facilities consisting of senior secured credit facilities, mezzanine secured credit facilities and other senior secured borrowing arrangements to provide financing for the Company’s real estate inventory purchases and renovation. Borrowings under the Company’s credit facilities and other debt are classified as current liabilities on the accompanying condensed consolidated balance sheets as amounts drawn to purchase and renovate homes are required to be repaid as the related real estate inventory is sold, which is expected to be within 12 months.

As of June 30, 2025, the Company had a total borrowing capacity of $772.0 million under its senior secured credit facilities and mezzanine secured credit facilities, of which $70.5 million was committed. Any borrowings above the committed amounts are subject to the applicable lender’s discretion.

Under the Company’s senior secured credit facilities and mezzanine secured credit facilities, amounts can be borrowed, repaid and borrowed again during the revolving period. The borrowing capacity is generally available until the end of the applicable revolving period as reflected in the tables below. Outstanding amounts drawn under each senior secured credit facility and

mezzanine secured credit facility are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default or other mandatory repayment event.

The Company’s senior secured credit facilities and mezzanine secured credit facilities have aggregated borrowing bases, which increase or decrease based on the cost and value of the properties financed under a given facility and the time that those properties are in the Company’s possession. When the Company resells a home, the proceeds are used to reduce the corresponding outstanding balance under the related senior and mezzanine secured revolving credit facilities. The borrowing base for a given facility may be reduced as properties age beyond certain thresholds or the performance of the properties financed under that facility declines, and any borrowing base deficiencies may be satisfied through contributions of additional properties or partial repayment of the facility.

Senior Secured Credit Facilities

The following summarizes certain details related to the Company’s senior secured credit facilities (in thousands, except interest rates):

 

Borrowing Capacity

 

Outstanding

 

Weighted-
Average
Interest

 

End of
Revolving /
Withdrawal

 

Final
Maturity

As of June 30, 2025

Committed

 

Uncommitted

 

Total

 

Amount

 

Rate

 

Period

 

Date

Senior financial institution 1

$25,000

 

$175,000

 

$200,000

 

$164,726

 

7.12%

 

December 2025

 

June 2026

Senior financial institution 2

 

200,000

 

200,000

 

 

 

January 2026

 

July 2026

Senior financial institution 3

 

150,000

 

150,000

 

 

7.58%

 

January 2026

 

April 2026

Related party

25,539

 

24,461

 

50,000

 

11,860

 

9.32%

 

March 2025

 

February 2026

Senior financial institution 4

 

30,000

 

30,000

 

785

 

10.15%

 

August 2025

 

February 2026

Senior secured credit facilities

$50,539

 

$579,461

 

$630,000

 

$177,371

 

 

 

 

 

 

 

 

Borrowing Capacity

 

 

Outstanding

 

 

Weighted-
Average
Interest

 

 

 

 

 

As of December 31, 2024

Committed

 

 

Uncommitted

 

 

Total

 

 

Amount

 

 

Rate

 

 

 

 

 

Senior financial institution 1

$

150,000

 

 

$

250,000

 

 

$

400,000

 

 

$

110,109

 

 

 

7.93

%

 

 

 

 

Senior financial institution 2

 

 

 

 

200,000

 

 

 

200,000

 

 

 

 

 

 

8.01

%

 

 

 

 

Senior financial institution 3

 

100,000

 

 

 

50,000

 

 

 

150,000

 

 

 

30,941

 

 

 

8.38

%

 

 

 

 

Related party

 

30,000

 

 

 

20,000

 

 

 

50,000

 

 

 

18,329

 

 

 

10.09

%

 

 

 

 

Senior financial institution 4

 

 

 

 

30,000

 

 

 

30,000

 

 

 

25,864

 

 

 

9.76

%

 

 

 

 

Senior secured credit facilities

$

280,000

 

 

$

550,000

 

 

$

830,000

 

 

$

185,243

 

 

 

 

 

 

 

 

As of June 30, 2025, the Company had five senior secured credit facilities, four with separate financial institutions and one with a related party, which holds more than 5% of our Class A common stock. Borrowings under the senior secured credit facilities accrue interest at a rate based on a Secured Overnight Financing Rate (“SOFR”) reference rate, plus a margin which varies by facility. Each of the Company’s senior secured credit facilities also have interest rate floors. The Company may also pay fees on its senior secured credit facilities, including a commitment fee and fees on certain unused portions of the committed borrowing capacity under the respective credit agreements.

Borrowings under the Company’s senior secured credit facilities are collateralized by the real estate inventory financed by the senior secured credit facility. The lenders have legal recourse only to the assets securing the debt and do not have general recourse against the Company with limited exceptions. The Company has, however, provided limited non-recourse carve-out guarantees under its senior and mezzanine secured credit facilities for certain of the SPEs’ obligations. Each senior secured credit facility contains eligibility requirements that govern whether a property can be financed.

Mezzanine Secured Credit Facilities

The following summarizes certain details related to the Company’s mezzanine secured credit facilities (in thousands, except interest rates):

 

Borrowing Capacity

 

Outstanding

 

Weighted-
Average
Interest

 

End of
Revolving /
Withdrawal

 

Final
Maturity

As of June 30, 2025

Committed

 

Uncommitted

 

Total

 

Amount

 

Rate

 

Period

 

Date

Related party facility 1

$13,125

 

$21,875

 

$35,000

 

$23,761

 

13.00%

 

June 2026

 

December 2026

Mezzanine financial institution 1

 

45,000

 

45,000

 

 

 

January 2026

 

July 2026

Mezzanine financial institution 2

 

40,000

 

40,000

 

 

11.58%

 

January 2026

 

April 2026

Related party facility 2

6,811

 

15,189

 

22,000

 

2,956

 

13.00%

 

March 2025

 

February 2026

Mezzanine secured credit facilities

$19,936

 

$122,064

 

$142,000

 

$26,717

 

 

 

 

 

 

 

 

Borrowing Capacity

 

Outstanding

 

Weighted-
Average
Interest

 

 

 

 

As of December 31, 2024

Committed

 

Uncommitted

 

Total

 

Amount

 

Rate

 

 

 

 

Related party facility 1

$45,000

 

$25,000

 

$70,000

 

$18,372

 

13.67%

 

 

 

 

Mezzanine financial institution 1

 

45,000

 

45,000

 

 

13.86%

 

 

 

 

Mezzanine financial institution 2

26,667

 

13,333

 

40,000

 

7,707

 

12.39%

 

 

 

 

Related party facility 2

8,000

 

14,000

 

22,000

 

5,160

 

13.59%

 

 

 

 

Mezzanine secured credit facilities

$79,667

 

$97,333

 

$177,000

 

$31,239

 

 

 

 

 

 

As of June 30, 2025, the Company had four mezzanine secured credit facilities, two with separate financial institutions and two with a related party, which holds more than 5% of our Class A common stock. Borrowings under the Company’s mezzanine secured credit facilities accrue interest at a rate based on a SOFR reference rate, plus a margin which varies by facility. Each of the Company’s mezzanine secured credit facilities also have interest rate floors. The Company may also pay fees on its mezzanine secured credit facilities, including a commitment fee and fees on certain unused portions of the committed borrowing capacity under the respective credit agreements.

Borrowings under the Company’s mezzanine secured credit facilities are collateralized by a second lien on the real estate inventory financed by the relevant credit facility. The lenders have legal recourse only to the assets securing the debt, and do not have general recourse to Offerpad with limited exceptions.

The Company’s mezzanine secured credit facilities are structurally and contractually subordinated to the related senior secured credit facilities.

Maturities

Certain of the Company’s secured credit facilities mature within the next twelve months following the date these condensed consolidated financial statements are issued. The Company expects to enter into new financing arrangements or amend existing arrangements to meet its obligations as they come due, which the Company believes is probable based on its history of prior credit facility renewals. The Company believes cash on hand, together with proceeds from the resale of homes, fees and commissions earned from asset-light platform offerings, the net proceeds from the July 2025 Offering (as defined below) and Revolving Credit Facility (as defined below), and cash from future borrowings available under each of the Company’s existing credit facilities, or the entry into new debt financing arrangements or the issuance of equity instruments, will be sufficient to meet its obligations as they become due in the ordinary course of business for at least 12 months following the date these condensed consolidated financial statements are issued.

Covenants for Senior Secured Credit Facilities and Mezzanine Secured Credit Facilities

The Company’s secured credit facilities include customary representations and warranties, covenants and events of default. Financed properties are subject to customary eligibility criteria and concentration limits. The terms of these facilities and related financing documents require the Company to comply with a number of customary financial and other covenants, such as maintaining certain levels of liquidity, tangible net worth or leverage (ratio of debt to tangible net worth).

As of June 30, 2025, the Company was in compliance with all covenants and no event of default had occurred. In July 2025, the Company obtained a temporary waiver of minimum liquidity and tangible net worth covenants under the related party

facilities described above. In connection with this waiver, the associated revolving/withdrawal periods for each facility, as applicable, have expired.

Senior Secured Debt - Other

The Company has a borrowing arrangement with a financial institution to support purchases of real estate inventory. Borrowings under this arrangement accrue interest at a rate based on a SOFR reference rate, plus a margin. As of June 30, 2025 and December 31, 2024, the weighted-average interest rate under the Company’s other senior secured debt was 9.01% and 9.24%, respectively.

Revolving Credit Facility

On July 31, 2025, the Company entered into a $15.0 million revolving credit facility with a lender (the “Revolving Credit Facility”) with a three-year term, to support its continued growth and long-term strategic initiatives. Borrowings under the Revolving Credit Facility accrue interest at 8.50% per annum.