Item 1.01. Entry into a Material Definitive Agreement.
Amended and Restated Mortgage Loan Participation Sale Agreement with JPMorgan
Chase Bank, National Association
On November 10, 2022, loanDepot.com, LLC, a Delaware limited liability company
and an indirect subsidiary of loanDepot, Inc. (the "Company"), as seller,
entered into the Amended and Restated Mortgage Loan Participation Sale Agreement
with JPMorgan Chase Bank, National Association (the "Purchaser"), as purchaser
(the "Amended MLPSA"), along with certain ancillary agreements , pursuant to
which the Company may sell to the Purchaser participation interests in certain
designated pools of fully amortizing first lien residential mortgage loans
eligible to back securities and, at a later date, cause such mortgage loans to
back a security issued by the Company, which will be delivered to the Purchaser
(the "Warehouse Facility"). The Amended MLPSA amended and restated in its
entirety that certain Mortgage Loan Participation Sale Agreement, dated as of
August 15, 2016, between the Company and the Purchaser. Along with certain
technical changes, the Amended MLPSA and the ancillary agreements extended the
expiration date of the Warehouse Facility to November 9, 2023.
The Amended MLPSA contains representations, warranties, covenants, conditions
precedent to funding, events of default and indemnities that are customary for
agreements of these types. Additionally, the Amended MLPSA provides that the
Company is required to cure any margin deficit at the request of the Purchaser.
The foregoing description of the Amended MLPSA is not complete and is qualified
in its entirety by reference to the full text of the Amended MLPSA, 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 November 14, 2022, loanDepot.com, LLC, a Delaware limited liability company
and an indirect subsidiary of loanDepot, Inc. (the "Company"), reduced its
funding capacity based on current and projected mortgage loan originations by
terminating its Master Repurchase Agreement, dated as of November 25, 2019 (the
"MRA") with J.V.B. Financial Group, LLC (the "JVB Financing Facility"). The
maximum amount available for financing of mortgage loans and mortgage related
securities available under the MRA and certain ancillary documents was $750
million.
No borrowings are currently outstanding under the JVB Financing Facility and the
Company did not incur any termination penalties as a result of the termination
of the JVB Financing Facility.
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 of this report is incorporated herein
by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On November 10, 2022, the board of directors of loanDepot, Inc., a Delaware
corporation (the "Company"), adopted the Company's amended and restated bylaws
(the "Amended Bylaws"), effective as of such date. The Amended Bylaws reflect
amendments to require a stockholder submitting a director nomination to comply
with Rule 14a-19 under the Securities Exchange Act of 1934, as amended,
including the requirement to solicit proxies from at least 67% of the voting
power of the Company's outstanding shares entitled to vote in the election of
directors, and to provide evidence of such solicitation for the nomination to be
recognized. In addition, the Amended Bylaws remove the requirement that a list
of stockholders be produced and kept at the time and place of a stockholder
meeting during the whole time thereof, consistent with recent amendments to the
Delaware General Corporation Law.
The above descriptions of the Amended Bylaws are qualified in their entirety by
reference to the Amended Bylaws filed as Exhibit 3.1 hereto and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Amended and Restated Bylaws of loanDepot, Inc., effective November 10,
2022.
10.1 Amended and Restated Mortgage Loan Participation Sale Agreement, dated
November 10, 2022, by and between loanDepot.com, LLC and JPMorgan Chase Bank,
National Association.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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