loanDepot, Inc. — Capital/Financing Update 2021

Aug 17, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: August 11, 2021

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loanDepot, Inc.

(Exact Name of Registrant as Specified in its Charter)

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Delaware	001-40003	85-3948939
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

26642 Towne Centre Drive

Foothill Ranch , California 92610

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (888) 337-6888

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 Par Value	LDI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01. Entry into a Material Definitive Agreement.

On August 11, 2021, loanDepot.com, LLC, a Delaware limited liability company and an indirect, majority-owned subsidiary of loanDepot, Inc. (the “Company”), as seller, entered into an Amended and Restated Master Repurchase Agreement (the “Master Repurchase Agreement”) with UBS AG, by and through its branch office at 1285 Avenue of Americas, as buyer (the “Buyer”), pursuant to which the Company may sell to the Buyer, and later repurchase, residential mortgage loans. The Master Repurchase Agreement and certain ancillary agreements provide for uncommitted financing of $500.00 million. The expiration date of the Master Repurchase Agreement is April 19, 2022, unless extended or earlier terminated in accordance with the terms of the Master Repurchase Agreement. Borrowings under the Master Repurchase Agreement accrue interest at rates per annum calculated as the one-month LIBOR, or successor rate, plus an applicable margin. The MRA amends and restates a master repurchase agreement, dated as of June 1, 2015, as amended, entered into by the Company and the Buyer.

The Master Repurchase Agreement contains representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of these types. Additionally, the Master Repurchase Agreement provides that the Company is required to cure any margin deficit at the request of the Buyer.

Should any event of default occur, the financing of mortgage loans under the Master Repurchase Agreement may be terminated and the repurchase of any residential mortgage loan sold under the Master Repurchase Agreement could be accelerated to be immediately due and payable at the repurchase price.

The foregoing descriptions of the Master Repurchase Agreement is not complete and are qualified in their entirety by reference to the full text of the Master Repurchase Agreement, a copy of which are attached hereto as Exhibits 10.1 and are incorporated herein by reference.

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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Amended and Restated Master Repurchase Agreement , dated as of August 11, 2021, betwe en UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York , and loan Depot.com, LLC.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

loanDepot, Inc.
By:	/s/ Patrick Flanagan
Name: Patrick Flanagan
Title: Chief Financial Officer

Date: August 17, 2021