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WAREHOUSE NOTES PAYABLE
9 Months Ended
Sep. 30, 2019
WAREHOUSE NOTES PAYABLE  
Warehouse Notes Payable

NOTE 7—WAREHOUSE NOTES PAYABLE

At September 30, 2019, to provide financing to borrowers, the Company has arranged for warehouse lines of credit. In support of the Agencies’ programs, the Company has committed and uncommitted warehouse lines of credit in the amount of $3.4 billion with certain national banks and a $1.5 billion uncommitted facility with Fannie Mae (collectively, the “Agency Warehouse Facilities”). The Company has pledged substantially all of its loans held for sale against the Agency Warehouse Facilities. The Company has arranged for warehouse lines of credit in the amount of $0.5 billion with certain national banks to assist in funding loans held for investment under the Interim Program (“Interim Warehouse Facilities”). The Company has pledged all of its loans held for investment for which funding is obtained against these Interim Warehouse Facilities. The following table provides additional detail about the warehouse lines of credit at September 30, 2019.

September 30, 2019

 

(dollars in thousands)

    

Committed

    

Uncommitted

Total Facility

Outstanding

    

    

 

Facility1

Amount

Amount

Capacity

Balance

Interest rate

 

Agency Warehouse Facility #1

$

425,000

$

200,000

$

625,000

$

85,730

 

30-day LIBOR plus 1.15%

Agency Warehouse Facility #2

 

500,000

 

300,000

 

800,000

 

124,414

 

30-day LIBOR plus 1.15%

Agency Warehouse Facility #3

 

500,000

 

265,000

 

765,000

 

127,224

 

30-day LIBOR plus 1.15%

Agency Warehouse Facility #4

350,000

350,000

130,598

30-day LIBOR plus 1.15%

Agency Warehouse Facility #5

500,000

500,000

206,141

30-day LIBOR plus 1.15%

Agency Warehouse Facility #6

250,000

100,000

350,000

123,920

30-day LIBOR plus 1.20%

Total National Bank Agency Warehouse Facilities

$

2,025,000

$

1,365,000

$

3,390,000

$

798,027

Fannie Mae repurchase agreement, uncommitted line and open maturity

 

 

1,500,000

 

1,500,000

 

288,597

 

Total Agency Warehouse Facilities

$

2,025,000

$

2,865,000

$

4,890,000

$

1,086,624

Interim Warehouse Facility #1

$

135,000

$

$

135,000

$

87,700

 

30-day LIBOR plus 1.90%

Interim Warehouse Facility #2

 

100,000

 

 

100,000

 

43,100

 

30-day LIBOR plus 2.00%

Interim Warehouse Facility #3

 

75,000

 

75,000

 

150,000

 

45,890

 

30-day LIBOR plus 1.90% to 2.50%

Interim Warehouse Facility #4

100,000

100,000

30-day LIBOR plus 1.75%

Total National Bank Interim Warehouse Facilities

$

410,000

$

75,000

$

485,000

$

176,690

Debt issuance costs

 

 

 

 

(278)

Total warehouse facilities

$

2,435,000

$

2,940,000

$

5,375,000

$

1,263,036

1 Agency Warehouse Facilities, including the Fannie Mae repurchase agreement are used to fund loans held for sale, while Interim Warehouse Facilities are used to fund loans held for investment.

During the third quarter of 2019, the Company executed the third amendment to the warehouse agreement related to Agency Warehouse Facility #1. The amendment decreased the borrowing rate to 30-day London Interbank Offered Rate (“LIBOR”) plus 115 basis points. During the fourth quarter of 2019, the Company executed the fourth amendment to the credit and security agreement that extended the maturity date to October 26, 2020. Additionally, at the Company’s request, the committed amount was reduced to $350.0 million. No other material modifications have been made to the agreement during 2019.

During the second quarter of 2019, the Company executed the third amendment to the warehouse agreement related to Agency Warehouse Facility #2. The amendment decreased the borrowing rate to 30-day LIBOR plus 115 basis points. Additionally, during the third quarter of 2019, the Company executed the fourth amendment that extended the maturity date to September 8, 2020. No other material modifications have been made to the agreement during 2019.

During the second quarter of 2019, the Company executed the tenth amendment to the warehouse agreement related to Agency Warehouse Facility #3. The amendment extended the maturity date to April 30, 2020 and decreased the borrowing rate to 30-day LIBOR plus 115 basis points. Additionally, the amendment provides for an uncommitted amount of $265.0 million until January 31, 2020. No other material modifications have been made to the agreement during 2019.

During the second quarter of 2019, the Company executed the sixth amendment to the warehouse agreement related to Agency Warehouse Facility #4. The amendment decreased the borrowing rate to 30-day LIBOR plus 115 basis points. Additionally, during the fourth quarter of 2019, the Company executed the Amended and Restated Mortgage Loan and Security Agreement (the “Amended and Restated Agreement”). The Amended and Restated Agreement has the same terms and conditions as the agreement it replaced except that it provides the Company with the ability to fund defaulted HUD and FHA loans up to $30.0 million and extends the maturity date to October 4, 2020. No other material modifications have been made to the agreement during 2019.

During the third quarter of 2019, the Company executed a warehousing and security agreement that established Agency Warehouse Facility #5. The facility, which is structured as a master repurchase agreement, has a $500.0 million uncommitted borrowing capacity, provides us with the ability to fund Fannie Mae, Freddie Mac, HUD, and FHA loans, and matures August 5, 2020. Advances are made at 100% of the loan balance, and the borrowings under the master repurchase agreement bear interest at a rate of LIBOR plus 115 basis points.

During the first quarter of 2019, the Company executed the second amendment to the warehouse agreement related to Agency Warehouse Facility #6. The amendment extended the maturity date to January 31, 2020. No other material modifications have been made to the agreement during 2019.

During the third quarter of 2019, an Agency Warehouse Facility with a $30.0 million aggregate committed and uncommitted borrowing capacity expired according to its terms. The Company believes that the six remaining committed and uncommitted credit facilities from national banks, the uncommitted credit facility from Fannie Mae, and the Company’s corporate cash provide the Company with sufficient borrowing capacity to conduct its Agency lending operations without this facility. No other material modifications have been made to the agreement during 2019.

During the first quarter of 2019, the Company executed the ninth amendment to the credit and security agreement related to Interim Warehouse Facility #1 that increased the maximum borrowing capacity to $135.0 million. During the second quarter of 2019, the Company executed the tenth amendment to the credit and security agreement that extended the maturity date to April 30, 2020. No other material modifications have been made to the agreement during 2019.

During the second quarter of 2019, the Company executed the fourth amendment to the credit and security agreement related to Interim Warehouse Facility #3 that extended the maturity date to May 18, 2020 and provides for an uncommitted amount of $75.0 million. No other material modifications have been made to the agreement during 2019.

During the first quarter of 2019, the Company executed a warehousing credit and security agreement to establish Interim Warehouse Facility #4. The warehouse facility has a committed $100.0 million maximum borrowing amount. The Company can fund certain interim loans to certain specified large institutional borrowers, and the borrowings under the warehouse agreement bear interest at a rate of 30-day LIBOR plus 175 basis points. During the second quarter of 2019, the Company executed the first amendment to the warehousing credit and security agreement that extended the maturity date to April 30, 2020. No other material modifications have been made to the agreement during 2019.

The warehouse notes payable are subject to various financial covenants, all of which the Company was in compliance with as of the current period end.