Item 1.01. Entry into a Material Definitive Agreement.
Effective February 21, 2020, DHI Mortgage Company, Ltd., a Texas limited
partnership ("DHI Mortgage" or the "Seller"), and a subsidiary of D.R. Horton,
Inc., a Delaware corporation, U.S. Bank National Association, a national banking
association, as a buyer, and as administrative agent, ("U.S. Bank" or "Buyer" or
"Administrative Agent") and other buyers listed as a buyer (collectively, the
"Buyers") hereto entered into the Ninth Amendment to the Second Amended and
Restated Master Repurchase Agreement (the "Ninth Amendment"). The Seller, the
Buyers, and the Administrative Agent are parties to a Second Amended and
Restated Master Repurchase Agreement dated as of February 27, 2015, a First
Amendment to Second Amended and Restated Master Repurchase Agreement dated as of
February 26, 2016, a Second Amendment to Second Amended and Restated Master
Repurchase Agreement dated as of June 24, 2016, a Third Amendment to Second
Amended and Restated Master Repurchase Agreement dated as of September 23, 2016,
a Fourth Amendment to Second Amended and Restated Master Repurchase Agreement
dated as of February 24, 2017, a Fifth Amendment to Second Amended and Restated
Master Repurchase Agreement dated as of February 23, 2018, a Sixth Amendment to
Second Amended and Restated Master Repurchase Agreement dated as of February 22,
2019, a Seventh Amendment to Second Amended and Restated Master Repurchase
Agreement dated as of March 26, 2019, and an Eighth Amendment to Second Amended
and Restated Master Repurchase Agreement dated as of June 21, 2019 (as amended,
restated, or otherwise modified from time to time, collectively, the "Amended
Repurchase Facility").
The Amended Repurchase Facility provides financing and liquidity to DHI Mortgage
by facilitating purchase transactions in which DHI Mortgage transfers eligible
loans to Buyers against the transfer of funds by Buyers (thereby becoming
purchased loans). The purchase transactions are based on the terms and
conditions in the Amended Repurchase Facility and the ancillary or operative
agreements attached thereto or referred to therein, including the Amended and
Restated Custody Agreement, dated March 1, 2013, by and between DHI Mortgage and
U.S. Bank.
The Ninth Amendment increases the maximum aggregate commitment amount to $1.2
billion, with an increase to $1.4 billion for approximately 30 days at the end
of the Seller's first, second and third fiscal quarters and 45 days at the end
of the Seller's fourth fiscal quarter. In addition, the accordion feature under
the Amended Repurchase Facility was increased to allow for a maximum aggregate
commitment amount of $1.5 billion, based on the Administrative Agent obtaining
increased committed sums from existing Buyers or through the addition of new
buyers. Amounts outstanding under the Amended Repurchase Facility are not
guaranteed by D.R. Horton, Inc. or any of its subsidiaries that guarantee
homebuilding debt.
The Ninth Amendment changes the term of the Amended Repurchase Facility through
the earlier of (i) February 19, 2021, or (ii) the date when the Buyers'
commitments are terminated pursuant to the Amended Repurchase Facility, by order
of any governmental authority or by operation of law, and reduces the LIBOR
Margin.
The Ninth Amendment is filed herewith as Exhibit 10.1 and is incorporated by
reference into this Item 1.01.
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 above under Item 1.01. "Entry into a Material
Definitive Agreement" is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit
10.1 Ninth Amendment to Second Amended and Restated Master Repurchase
Agreement, dated February 21, 2020, among DHI Mortgage Company, Ltd.,
U.S. Bank National Association, as Administrative Agent, Sole Book
Runner, Lead Arranger, and a Buyer, and all other Buyers.
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