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WAREHOUSE NOTES PAYABLE
9 Months Ended
Sep. 30, 2020
WAREHOUSE NOTES PAYABLE  
Warehouse Notes Payable

NOTE 6—WAREHOUSE NOTES PAYABLE

As of September 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 $3.8 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, as of September 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 information related to our warehouse lines of credit as of September 30, 2020.

September 30, 2020

 

(dollars in thousands)

    

Committed

    

Uncommitted

Total Facility

Outstanding

    

    

 

Facility(1)

Amount

Amount

Capacity

Balance(2)

Interest rate(3)

 

Agency Warehouse Facility #1

$

350,000

$

200,000

$

550,000

$

191,477

 

30-day LIBOR plus 1.15%

Agency Warehouse Facility #2

 

700,000

 

300,000

 

1,000,000

 

1,074,049

30-day LIBOR plus 1.40%

Agency Warehouse Facility #3

 

600,000

 

265,000

 

865,000

 

467,211

 

30-day LIBOR plus 1.15%

Agency Warehouse Facility #4

350,000

350,000

412,984

30-day LIBOR plus 1.15%

Agency Warehouse Facility #5

1,000,000

1,000,000

784,695

30-day LIBOR plus 1.45%

Total National Bank Agency Warehouse Facilities

$

2,000,000

$

1,765,000

$

3,765,000

$

2,930,416

Fannie Mae repurchase agreement, uncommitted line and open maturity

 

 

1,500,000

 

1,500,000

 

232,599

 

Total Agency Warehouse Facilities

$

2,000,000

$

3,265,000

$

5,265,000

$

3,163,015

Interim Warehouse Facility #1

$

135,000

$

$

135,000

$

102,930

 

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

 

8,861

 

 

8,861

 

8,861

 

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

$

263,671

$

$

263,671

$

165,601

Debt issuance costs

 

 

 

 

(289)

Total warehouse facilities

$

2,263,671

$

3,265,000

$

5,528,671

$

3,328,327

(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.
(2)Outstanding balances greater than the Total Facility Capacity are due to temporary increases in the borrowing capacity.
(3)Interest rate presented does not include the effect of interest rate floors.

The following amendments to the Agency Warehouse Facilities were executed in the normal course of business to support the growth of the Company’s Agency business.  

During the second quarter of 2020, the Company executed a modification agreement to the warehouse agreement related to Agency Warehouse Facility #1 that created a $100.0 million sublimit within the 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 25 basis points. The Company had no borrowings under the sublimit related to COVID-19 forbearances as of September 30, 2020. During the fourth quarter of 2020, the Company executed the fifth amendment to the warehouse agreement that extended the maturity date to October 25, 2021 and increased the committed borrowing capacity to $425.0 million. Additionally, the amendment increased the borrowing rate to 30-day LIBOR plus 140 basis points from 30-day LIBOR plus 115 basis points and did not include an extension of the $200.0 million uncommitted borrowing capacity as the Company allowed the uncommitted capacity to expire. No other material modifications have been made to the agreement during 2020.

During the third quarter of 2020, the Company executed the sixth amendment to the warehouse agreement related to Agency Warehouse Facility #2 that extended the maturity date thereunder until September 7, 2021, increased the committed borrowing capacity to $700.0 million, and allowed the Company to request a temporary increase in the borrowing capacity at the same borrowing rate by $500.0 million. Additionally, the amendment increased the borrowing rate to 30-day LIBOR plus 140 basis points from 30-day LIBOR plus 115 basis points. The temporary increases to the borrowing capacity expire on January 25, 2021. 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. During the third quarter of 2020, the Company executed the 12th amendment to the warehouse agreement that increased the committed borrowing capacity to $600.0 million. No other material modifications have been made to the agreement during 2020.

During the third quarter of 2020, the Company executed the second amendment to the warehouse agreement related to Agency Warehouse Facility #4 that temporarily increased the borrowing capacity by $250.0 million. Borrowings under the temporary increase bear interest at 30-day LIBOR plus 140 basis points. During the fourth quarter of 2020, the Company executed the third amendment to the warehouse agreement that extends the maturity date of the warehouse agreement to October 7, 2021, increased the borrowing capacity of the defaulted FHA sublimit to $75.0 million, and added a 30-day LIBOR floor of 25 basis points. Additionally, the third amendment extended the expiration date of the temporary increase in borrowing capacity to November 22, 2020. No other material modifications have been made to the agreement during 2020.

During the third quarter of 2020, the Company executed the first amendment to the warehouse agreement related to Agency Warehouse Facility #5 that increased the uncommitted borrowing capacity to $1.0 billion and increased the borrowing rate to 30-day LIBOR plus 145 basis points from 30-day LIBOR plus 115 basis points. Additionally, the first amendment extended the maturity date to August 23, 2021 and added a financial covenant related to debt service coverage ratio, as defined, that is similar to the Company's other warehouse lines. 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 and added a 30-day LIBOR floor of 50 basis points. 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 other 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 $8.9 million outstanding as of September 30, 2020. 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 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 September 30, 2020.