Item 1.01 Entry into a Material Definitive Agreement.
On September 30, 2022, loanDepot.com, LLC, a Delaware limited liability company
and an indirect subsidiary of loanDepot, Inc. (the "Company"), as seller,
entered into the First Amended and Restated Master Repurchase Agreement, with JP
Morgan Chase Bank, N.A. ("JP Morgan"), as buyer (the "Amended MRA") along with
certain ancillary agreements (together, the "JP Morgan Warehouse Facility")
pursuant to which the Company may sell to, and later repurchase from, JP Morgan
certain residential mortgage loans. The Amended MRA amended and restated in its
entirety that certain Master Repurchase Agreement by and between the Company and
JP Morgan, dated June 3, 2016. Along with certain technical changes, the Amended
MRA and ancillary agreements extended the termination date of the JP Morgan
Warehouse Facility to September 29, 2023 and, based on the Company's current and
projected funding capacity requirements, decreased the facility amount to $600
million.
The foregoing description of the Amended MRA is not complete and is qualified in
its entirety by reference to the full text of the Amended MRA, a copy of which
is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement
On September 30, 2022, the Company, decided to reduce its funding capacity based
on current and projected mortgage loan originations by exercising its right to
prepay in full its 2021-2 Securitization Facility (as defined below) and
terminating (a) its Master Repurchase Agreement, dated as of April 23, 2021 (as
further amended, supplemented and otherwise modified as of the date hereof, the
"MRA"), between Mello Warehouse Securitization Trust 2021-2 ("MWST 2021-2"), as
buyer, and the Company, as seller; (b) its Indenture, dated as of April 23, 2021
(the "Indenture"), between MWST 2021-2, as issuer, the Company, as servicer, and
U.S. Bank Trust Company, National Association, as successor in interest to U.S.
Bank National Association, as indenture trustee and note calculation agent, and
U.S. Bank National Association, as standby servicer and initial securities
intermediary; and (c) certain ancillary agreements (together with the Indenture
and the MRA, the "2021-2 Securitization Facility").
Pursuant to the Indenture, the MWST 2021-2 initially issued $500 million of
notes (the "MWST Notes"). The MWST Notes were backed by a revolving warehouse
line of credit, secured by newly originated, first-lien, fixed rate or
adjustable rate, residential mortgage loans which are originated in accordance
with the criteria of Fannie Mae or Freddie Mac for the purchase of mortgage
loans or in accordance with the criteria of Ginnie Mae for the guarantee of
securities backed by mortgage loans and other eligibility criteria set forth in
the MRA.
No borrowings are currently outstanding under the 2021-2 Securitization Facility
and the Company did not incur any termination penalties as a result of the
termination of the 2021-2 Securitization Facility.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 above is hereby incorporated in this Item
2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Fir st Am ended and Restated Master Repurchase Agreement, dated
September 3 0 , 20 22 , by and between loanDepot.com, LLC
and JPMorgan Chase Bank, N. A .
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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