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WAREHOUSE NOTES PAYABLE
6 Months Ended
Jun. 30, 2020
WAREHOUSE NOTES PAYABLE  
Warehouse Notes Payable

NOTE 6—WAREHOUSE NOTES PAYABLE

At June 30, 2020, to provide financing for the Company’s loan origination activities, 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 $3.0 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.

Additionally, at June 30, 2020, the Company has arranged for warehouse lines of credit in the amount of $0.3 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 June 30, 2020:

June 30, 2020

 

(dollars in thousands)

    

Committed

    

Uncommitted

Total Facility

Outstanding

    

    

 

Facility1

Amount

Amount

Capacity

Balance

Interest rate

 

Agency Warehouse Facility #1

$

350,000

$

200,000

$

550,000

$

210,331

 

30-day LIBOR plus 1.15%

Agency Warehouse Facility #2

 

500,000

 

300,000

 

800,000

 

313,285

 

30-day LIBOR plus 1.15%

Agency Warehouse Facility #3

 

500,000

 

265,000

 

765,000

 

267,738

 

30-day LIBOR plus 1.15%

Agency Warehouse Facility #4

350,000

350,000

240,330

30-day LIBOR plus 1.15%

Agency Warehouse Facility #5

500,000

500,000

401,055

30-day LIBOR plus 1.15%

Total National Bank Agency Warehouse Facilities

$

1,700,000

$

1,265,000

$

2,965,000

$

1,432,739

Fannie Mae repurchase agreement, uncommitted line and open maturity

 

 

1,500,000

 

1,500,000

 

241,951

 

Total Agency Warehouse Facilities

$

1,700,000

$

2,765,000

$

4,465,000

$

1,674,690

Interim Warehouse Facility #1

$

135,000

$

$

135,000

$

102,030

 

30-day LIBOR plus 1.90%

Interim Warehouse Facility #2

 

100,000

 

 

100,000

 

34,000

 

30-day LIBOR plus 1.65%

Interim Warehouse Facility #3

 

33,761

 

 

33,761

 

33,761

 

30-day LIBOR plus 1.90% to 2.50%

Interim Warehouse Facility #4

19,810

19,810

19,810

30-day LIBOR plus 3.00%

Total National Bank Interim Warehouse Facilities

$

288,571

$

$

288,571

$

189,601

Debt issuance costs

 

 

 

 

(637)

Total warehouse facilities

$

1,988,571

$

2,765,000

$

4,753,571

$

1,863,654

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.

On June 5, 2020, the Company executed the fifth amendment to the warehouse agreement related to Agency Warehouse Facility #1 that created a $100.0 million sublimit within the $350.0 million committed capacity to fund COVID-19 forbearance advances under the Fannie Mae DUS program, as discussed in NOTE 5. Borrowings under the agreement are collateralized by Fannie Mae’s commitment to repay the advances and are funded at 90% of the principal and interest advanced and bear interest at 30-day London Interbank Offered Rate (“LIBOR”) plus 175 basis points with an interest-rate floor of 50 basis points. The Company had immaterial borrowings under the sublimit related to COVID-19 forbearances as of June 30, 2020. During the third quarter of 2020, the Company executed an amendment to lower the interest-rate floor from 50 basis points to 25 basis points on the $100.0 million sublimit. No changes to the maturity date were made as part of the amendment, and the facility, including the sublimit, is set to mature on October 26, 2020. No other material modifications have been made to the agreement during 2020.

During the second quarter of 2020, the Company executed the 11th amendment to the warehouse agreement related to Agency Warehouse Facility #3 that extended the maturity date to April 30, 2021 for the committed borrowing capacity and added $265.0 million in uncommitted borrowing capacity that bears interest at the same rate and has the same maturity date as the committed facility. The amendment also added a 30-day LIBOR floor of 50 basis points. No other material modifications have been made to the agreement during 2020.

During the second quarter of 2020, the Company executed the 11th amendment to the credit and security agreement related to Interim Warehouse Facility #1 that extended the maturity date to April 30, 2021. No other material modifications have been made to the agreement during 2020.

During the first quarter of 2020, the Company executed a loan and security agreement to establish Interim Warehouse Facility #4. The $19.8 million committed warehouse loan and security agreement with a national bank funds one specific loan. The agreement provides for a maturity date to coincide with the maturity date for the underlying loan. Borrowings under the facility are full recourse to the Company and bear interest at 30-day LIBOR plus 300 basis points, with an interest-rate floor of 450 basis points. The committed warehouse loan and security agreement has only two financial covenants, both of which are similar to the other Interim Warehouse Facilities. The Company may request additional capacity under the agreement to fund specific loans. No material modifications have been made to the agreement during 2020.

Interim Warehouse Facility #3 expired according to its terms during the second quarter of 2020. The facility had committed borrowing capacity of $75.0 million prior to expiring. According to the terms of the repurchase agreement, the lender is required to continue to fund

the interim loan balances of $33.8 million that were outstanding as of the expiration date of the facility. The facility will be paid off as the underlying interim loans are paid off.

The Company allowed an interim warehouse facility with no outstanding borrowings to expire according to its terms during the second quarter of 2020. The Company believes that the three remaining committed and uncommitted credit facilities from national banks and the Company’s corporate cash provide the Company with sufficient borrowing capacity to conduct its Interim Program lending operations.

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.