Item 1.01. Entry into a Material Definitive Agreement.
EffectiveFebruary 18, 2022 ,DHI Mortgage Company, Ltd. , aTexas limited partnership ("DHI Mortgage" or the "Seller"), and a subsidiary ofD.R. Horton, Inc. , aDelaware 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 a Fourth Amended and Restated Master Repurchase Agreement (the "Amended Repurchase Facility"). The Amended Repurchase Facility effectively amends and replaces the Third Amended and Restated Master Repurchase Agreement dated as ofFebruary 19, 2021 (as amended, restated, supplemented, or otherwise modified before the date hereof). The Amended Repurchase Facility provides financing and liquidity toDHI Mortgage by facilitating purchase transactions in whichDHI 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 First Amendment to the Second Amended and Restated Custody Agreement, datedFebruary 18, 2022 , by and betweenDHI Mortgage andU.S. Bank . The Amended Repurchase Facility increases the Maximum Aggregate Commitment amount to$1.6 billion , with scheduled increases during certain higher volume periods (primarily at the end of the Seller's fiscal quarters), whereby the Maximum Aggregate Commitment ranges from$1.8 billion to$2.2 billion . Additionally, the accordion feature under the Amended Repurchase Facility allows for a Maximum Aggregate Commitment amount of$2.3 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 byD.R. Horton, Inc. or any of its subsidiaries that guarantee homebuilding debt. The term of the Amended Repurchase Facility extends through the earlier of (i)February 17, 2023 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.DHI Mortgage effectively pays interest on each advance under the Amended Repurchase Facility at a per annum rate equal to the Pricing Rate, as defined in the Amended Repurchase Facility.
The Amended Repurchase Facility is filed herewith as Exhibit 10.1 and is incorporated by reference into this Item 1.01. Capitalized terms not defined herein are defined in the Amended Repurchase Facility or as provided therein.
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) Exhibits
10.1 Fourth Amended and Restated Master
Repurchase Agreement, dated February
18, 2022, amongDHI Mortgage Company, Ltd. ,
Association, as Administrative Agent, Sole
Book Runner, Lead Arranger, and
a Buyer, and all other Buyers. 104 Cover Page Interactive Data File (embedded
within the Inline XBRL document
contained in Exhibit 101). 2
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