Figure Technology Solutions, Inc. Announces Entry Into Definitive Merger Agreement to Acquire Kiavi, Inc.; Secures \$600 Million Bridge Loan Facility
Key Highlights:
- Figure Technology Solutions, Inc. (Nasdaq: FIGR) has entered into a definitive Agreement and Plan of Merger to acquire Kiavi, Inc., a leading real estate lending technology platform.
- The transaction will be funded by a combination of capital markets transactions and, if necessary, a newly secured \$600 million 364-day bridge loan facility, committed by Bank of America, N.A., BofA Securities, Inc., and Barclays Bank PLC.
- The merger is subject to the satisfaction of customary closing conditions, including regulatory approvals and stockholder consent.
- A copy of the Merger Agreement and the Bridge Commitment Letter have been filed as exhibits with the SEC.
- Figure Technology Solutions, Inc. is an emerging growth company listed on Nasdaq Global Select Market under the symbol FIGR.
Details of the Merger Agreement
The Agreement and Plan of Merger, executed on June 10, 2026, involves Figure Technology Solutions, Inc. (“Figure”), Project Mason Merger Sub, Inc. (a wholly-owned subsidiary of Figure), Kiavi, Inc. (“Kiavi”), and Fortis Advisors LLC (as Securityholder Representative). Upon closing, Kiavi will become a wholly-owned subsidiary of Figure.
The terms of the Merger Agreement provide for the acquisition of all outstanding capital stock, options, RSUs, and warrants of Kiavi, including a mechanism for the adjustment of the merger consideration based on Kiavi’s net working capital, warehouse working capital, indebtedness, and third-party expenses as of the closing date. The agreement also contains customary representations and warranties, covenants, and closing deliverables.
Notably, the merger consideration will be subject to potential adjustment post-closing, and there are detailed provisions for the treatment of dissenting shares, sanctioned shares, and the process for payment to securityholders. A comprehensive payment spreadsheet will be prepared by Kiavi prior to closing, detailing the allocation of consideration to each securityholder by class and series of capital stock, options, RSUs, and warrants.
Secured Financing Commitments
In connection with the merger, Figure has secured a commitment for a 364-day bridge loan facility of up to \$600 million from Bank of America, N.A., BofA Securities, Inc., and Barclays Bank PLC. The bridge facility will be available to finance the cash portion of the merger consideration and cover related fees and expenses if capital markets transactions are not sufficient or timely.
The commitment is subject to the satisfaction of customary conditions. The Company intends to access capital markets first and utilize the bridge facility only as necessary, which demonstrates prudent financial planning and confidence in its ability to secure funding at favorable terms.
Key Conditions and Approvals
- The merger is subject to approval by at least 90% of the outstanding shares of Kiavi’s capital stock, voting together on an as-converted-to-common-stock basis.
- Customary regulatory approvals, including an OFAC license for certain sanctioned shares, must be obtained.
- The Agreement may be terminated under certain circumstances, with a termination fee applicable in specific situations.
- All closing deliverables, including payoff letters and third-party consents, must be completed.
Other Material Provisions
- There are provisions for the indemnification of Kiavi’s directors and officers, and for representations and warranties insurance.
- A “no shop” clause restricts Kiavi from soliciting alternative acquisition proposals.
- Specific schedules and annexes address pre-closing restructuring, government consents, and the treatment of sanctioned and dissenting shares.
- Figure has also committed to a range of additional covenants, including confidentiality, employee matters, and regulatory efforts.
Financial Information
Kiavi provided audited consolidated financial statements for the years ended December 31, 2023, 2024, and 2025, as well as unaudited financials for the three months ended March 31, 2026. These financial statements are represented as fairly presenting, in all material respects and in accordance with GAAP, the financial condition and results of operations of Kiavi and its subsidiaries.
Price-Sensitive and Shareholder-Relevant Information
- The merger represents a significant expansion for Figure Technology Solutions, potentially enhancing its market share and product offerings in the real estate technology and lending sector.
- The \$600 million bridge facility ensures Figure’s ability to complete the transaction, mitigating financing risk—a key factor for shareholders and investors.
- The requirement for 90% stockholder approval and various regulatory clearances introduces deal completion risk, which may affect share value in the near term.
- Termination fees and the detailed escrow/adjustment mechanisms could impact the final transaction economics for Figure and its shareholders.
- Any delays or inability to secure financing on favorable terms, or failure to obtain necessary approvals, may result in deal termination and potential volatility in Figure’s share price.
Conclusion
This is a material transaction for Figure Technology Solutions, Inc. The acquisition of Kiavi, Inc. and the associated \$600 million bridge loan facility are significant developments that could have an immediate and long-term impact on the Company’s growth prospects, financial position, and share value. Investors should closely monitor further disclosures, regulatory progress, and any updates regarding the timing and completion of the merger.
Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should consider their own personal circumstances and consult with their financial advisor before making any investment decisions. The completion of the merger is subject to various approvals and closing conditions, and there is no guarantee that the transaction will be completed as described.
