ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 28, 2022, Pulte Mortgage LLC ("Pulte Mortgage"), a wholly-owned
subsidiary of PulteGroup, Inc. ("PulteGroup"), entered into a Fourth Amended and
Restated Master Repurchase Agreement (the "Repurchase Agreement") with Comerica
Bank, as Agent and representative of itself as a Buyer and the other Buyers
("Agent"), and the other Buyers listed therein. The purpose of the Repurchase
Agreement is to finance the origination of mortgage loans by Pulte Mortgage in
replacement of a similar agreement that expired on July 28, 2022. The Repurchase
Agreement expires on the earlier of (i) July 27, 2023, or (ii) the date when the
Buyers' commitments are terminated pursuant to the Repurchase Agreement, by
order of any governmental authority, or by operation of law.
The Repurchase Agreement provides for a maximum aggregate commitment of $800
million, subject to certain sublimits, and contains an accordion feature that
could increase the maximum aggregate commitment to $850 million based on the
Agent obtaining increased committed sums from existing Buyers. The maximum
aggregate commitment is initially set at $655 million but contains a series of
increases and decreases in order to adjust the borrowing capacity based on
seasonal fluctuations in volume. The maximum aggregate commitment is increased
to $800 million on December 27, 2022, reduced to $360 million on January 13,
2023, and increased to $500 million on June 26, 2023.
Advances under the Repurchase Agreement carry a Pricing Rate based on the Daily
Adjusting Bloomberg Short Term Bank Yield Rate plus the Applicable Margin, as
defined in the Repurchase Agreement, or the Default Pricing Rate, as defined in
the Repurchase Agreement. Amounts outstanding under the Repurchase Agreement are
not guaranteed by PulteGroup or any of its subsidiaries that guarantee
PulteGroup's senior notes.
The Repurchase Agreement contains various affirmative and negative covenants
applicable to Pulte Mortgage. The negative covenants include, among others,
certain limitations on transactions involving acquisitions, mergers, the
incurrence of debt, sale of assets, and creation of liens upon any of its
mortgage notes or mortgages subject to the Repurchase Agreement. Additional
covenants include quantitative thresholds related to: (i) Adjusted Tangible Net
Worth, (ii) Adjusted Tangible Net Worth Ratio, (iii) Liquidity, and (iv) Net
Income, each of which is defined in the Repurchase Agreement.
A copy of the Repurchase Agreement is attached as Exhibit 10.1 hereto and is
herein incorporated by reference. The above referenced summary of the material
terms of the Repurchase Agreement is qualified in its entirety by reference to
Exhibit 10.1.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
All the information set forth above under Item 1.01 is hereby incorporated by
reference into this Item 2.03.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
10.1 Fourth Amended and Restated Master Repurchase Agreement dated as of
July 2 8 , 2022, among Comerica Bank, as Agent, Lead Arranger and a Buyer,
the other Buyers party hereto and Pulte Mortgage LLC, as Seller
104 Cover Page Interactive Data File (formatted in Inline XBRL)
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