Walker & Dunlop, Inc. — Regulatory Filings 2021

Oct 5, 2021

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2021

Walker & Dunlop, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-35000	80-0629925
(State or other Jurisdiction of
Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7501 Wisconsin Avenue Suite 1200E Bethesda , MD	20814
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: ( 301 ) 215-5500

Not applicable

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(Former name or former address if changed since last report.)

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

| Title of each class | Trading Symbol | Name of each exchange on which
registered |
| --- | --- | --- |
| Common
Stock, $0.01 Par Value Per Share | WD | New York Stock Exchange |

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))

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.

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Item 1.01. Entry into a Material Definitive Agreement.

On September 30, 2021, Walker & Dunlop, Inc. (the “ Company ”) and Walker & Dunlop, LLC, the operating subsidiary of the Company (the “ Seller ”), entered into a Third Amendment to Master Repurchase Agreement (the “ Amendment ”) with JPMorgan Chase Bank, N.A. (the “ Buyer ”). The Amendment amends that certain Master Repurchase Agreement, dated as of August 26, 2019 (as amended by the First Amendment, dated as of August 24, 2020, and the Second Amendment, dated as of August 23, 2021, the “ Repurchase Agreement ”), by and among the Company, the Seller, and the Buyer to, among other things, extend the Termination Date (as defined in the Repurchase Agreement) to September 15, 2022. The Company continues to guarantee the Seller’s obligations under the Repurchase Agreement, as amended by the Amendment.

The Repurchase Agreement is supplemented by an Amended and Restated Letter (the “ Side Letter ”), dated as of September 30, 2021, which sets forth certain fees, commitments and pricing information relating to the Repurchase Agreement. The Side Letter amends and restates that certain Side Letter, dated as of August 26, 2019, as amended by the First Amendment to Side Letter, dated as of August 24, 2020.

The foregoing description of the Amendment and Side Letter does not purport to be complete and is qualified in its entirety by reference to the Amendment and Side Letter, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.

The Buyer and its affiliates have various relationships with the Company involving the provision of financial services, including investment banking.

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 in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number	Description
10.1	Amendment No. 3 to Master Repurchase Agreement, dated as of September 30, 2021, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc., and JPMorgan Chase Bank, N.A.
10.2	Amended and Restated Letter, dated as of September 30, 2021, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc., and JPMorgan Chase Bank, N.A.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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.

		Walker & Dunlop, Inc.
		(Registrant)
Date: October 5, 2021	By:	/s/ Richard M. Lucas
		Name: Richard M. Lucas
		Title: Executive Vice President, General Counsel & Secretary

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