Item 1.01 Entry into a Material Definitive Agreement.
OnMarch 20, 2023 ,United Wholesale Mortgage, LLC ("UWM"), an indirect subsidiary ofUWM Holdings Corporation (the "Company"), entered into the Credit Agreement (the "MSR Credit Agreement"), as borrower, withGoldman Sachs Bank USA , as administrative agent (the "Agent"), and the lender parties from time to time parties thereto (the "Lenders"), providing UWM with, up to, a$500 million facility to finance the origination, acquisition or holding of certain mortgage servicing rights (the "GNMA MSR Facility"). The GNMA MSR Facility is collateralized by all mortgage servicing rights owned by UWM that are appurtenant to mortgage loans pooled in securitization byGovernment National Mortgage Association that meet the criteria set forth in the MSR Credit Agreement. Availability under the GNMA MSR Facility is calculated based on the market value of the collateral. The GNMA MSR Facility is uncommitted. Interest on outstanding borrowings under the GNMA MSR Facility will accrue at the one-month secured overnight financing rate or the Alternate Rate (as defined in the MSR Credit Agreement) plus an applicable margin. All amounts outstanding under the GNMA MSR Facility are due and payable onMarch 20, 2025 . The MSR Credit Agreement contains certain customary affirmative and negative covenants and restrictions that, among other things, require delivery of specified financial reports and notices upon the occurrence of certain events, restrict UWM's ability to consolidate, merge, sell, or otherwise dispose of all or substantially all of its assets and enter into certain transactions with its affiliates, and limit the ability of UWM to pay dividends on or make distributions in respect of its equity securities if a potential event of default or an event of default exists or will exist after giving effect thereto. UWM is also subject to certain financial maintenance covenants under the MSR Credit Agreement, which require UWM to not exceed a specified ratio of debt to tangible net worth at the end of each calendar month, to maintain certain minimum liquidity and tangible net worth requirements, and to maintain a minimum quarterly net income. In addition, the MSR Credit Agreement contains customary events of default, including, but not limited to, the failure of UWM to pay interest or principal when due, failure to comply with the regulatory requirements associated with its business operations, failure to comply with certain covenants which remain unremedied for a specified period, the unremedied termination of a UWM subservicer, the failure of the Lender to have a perfected security interest in the collateral and certain insolvency events. If UWM fails to perform its obligations under its covenants or should any event of default occur, the commitments under the MSR Credit Agreement may be terminated and any outstanding advances and other obligations, together with accrued interest, under the MSR Credit Agreement could be declared immediately due and payable. The Agent and Lender and certain affiliates of the Agent and Lender have performed commercial banking, investment banking, or advisory services for UWM or the Company from time to time for which they have received customary fees and reimbursement of expenses. In addition, these entities may, from time to time, engage in transactions with and perform services for UWM or the Company in the ordinary course of its business for which they may receive customary fees and reimbursement of expenses. The foregoing description of the MSR Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the MSR Credit Agreement attached hereto as Exhibit 10.23, which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 is incorporated by reference herein.
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.23*# Credit Agreement, datedMarch 20, 2023 , between
as borrower, andGoldman Sachs Bank USA , as
administrative agent, and the lenders
from time to time party th e reto. 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document)
* Certain of the exhibits and schedules to this exhibit
have been omitted in
accordance with Regulation S-K Item 601(a)(5) or Item
601(b)(2). The Registrant
agrees to furnish a copy of all omitted exhibits and
schedules to the
its request. # Certain confidential portions of this exhibit were
omitted by means of marking
portions with brackets and asterisks because the
identified confidential portions
(i) are not material and (ii) would be competitively
harmful if publicly
disclosed, or constituted personally identifiable
information that is not
material.
--------------------------------------------------------------------------------
© Edgar Online, source