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Get filing alertsFigure Technology to acquire Kiavi for $532.4M cash, backed by up to $600M bridge facility
Filed June 10, 2026 · Period ending June 10, 2026 · ~1 min read
Key Changes
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Figure signed definitive agreement to acquire Kiavi for $532.4M in cash, subject to customary working capital and debt adjustments. Kiavi will become a wholly owned subsidiary upon closing.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Figure secured up to $600M 364-day bridge loan commitment from Bank of America and Barclays to backstop acquisition financing. Company plans to fund primarily through capital markets transactions.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Deal must close by November 30, 2026, or earlier if FTC/DOJ issues Second Request. Requires HSR clearance, regulatory licenses, and completion of a required asset sale by Kiavi.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Figure owes Kiavi $25M termination fee if it walks away due to regulatory approval delays or asset sale failure, provided other closing conditions are met.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
Figure Technology Solutions announced a definitive agreement to acquire Kiavi for $532.4 million in cash, marking a significant expansion move. The all-cash transaction will be funded through planned capital markets transactions, with a $600 million bridge loan from Bank of America and Barclays providing financing backstop.
The deal structure includes customary purchase price adjustments for cash, debt, transaction expenses, and working capital levels at closing. The transaction faces several regulatory hurdles before completion. It requires HSR antitrust clearance, certain regulatory licenses, and completion of a required asset sale by Kiavi.
The merger agreement sets a November 30, 2026 outside date, though this deadline accelerates if antitrust regulators issue a Second Request. Figure has committed to a $25 million termination fee if it walks away due to regulatory issues after other conditions are satisfied, demonstrating meaningful deal commitment. Investors should monitor regulatory approval progress and the company's execution on its planned capital raise to fund the acquisition.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On June 10, 2026, Figure Technology Solutions, Inc., a Nevada corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Project Mason Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), Kiavi, Inc., a Delaware corporation (“Kiavi”), and Fortis Advisors LLC, in its capacity as the lawful and exclusive representative, agent, proxy, and attorney-in-fact (with full power of substitution) for and on behalf of the securityholders of Kiavi, pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Kiavi (the “Merger”), with Kiavi surviving such Merger as a wholly owned subsidiary of the Company.
Figure Technology Solutions signed a definitive merger agreement to acquire Kiavi, a Delaware corporation, through a subsidiary merger structure. Kiavi will become a wholly owned subsidiary of Figure upon closing. The transaction requires approval from a supermajority of Kiavi equityholders and is subject to customary closing conditions including regulatory approvals.
Added in current filing · verify on EDGAR →
The Merger Agreement contains mutual termination rights for Kiavi and the Company, including (i) if the Merger is not completed by the earlier of (A) the date on which the United States Federal Trade Commission or the United States Department of Justice issues a Second Request in connection with any HSR Act Filing submitted in connection with the transactions contemplated by the Merger Agreement and (B) November 30, 2026 (the “End Date”); (ii) if a governmental entity of competent jurisdiction has entered a final and permanent judgment or order that enjoins or prohibits the consummation of the Merger or the completion of a contemplated pre-closing restructuring of Kiavi or denied certain regulatory license application; (iii) if the agreement governing the required sale of certain assets is terminated pursuant to its terms or is otherwise no longer in full force and effect; or (iv) if the other party breaches its representations, warranties or covenants under the Merger Agreement in a way that would result in a failure of its condition to closing being satisfied (subject to certain procedures and cure periods).
The merger must close by November 30, 2026, unless an FTC or DOJ Second Request is issued, which would trigger an earlier termination date. Either party can terminate if regulatory approvals are denied, if a required asset sale agreement terminates, or if the other party materially breaches the agreement. The transaction requires HSR clearance and certain regulatory licenses.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 10, 2026 · How we verify