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): May 20, 2019
Walker & Dunlop, Inc.
(Exact name of registrant as specified in its charter)
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Maryland |
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001-35000 |
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80-0629925 |
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(State or other Jurisdiction of
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(Commission File Number) |
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(IRS Employer Identification No.) |
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7501 Wisconsin Avenue
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20814 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (301) 215-5500
Not applicable
(Former name or former address if changed since last report.)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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:
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Title of each class |
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Trading symbol |
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Name of each exchange on which registered |
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Common stock, par value $0.01 per share |
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WD |
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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 o
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 May 20, 2019, Walker & Dunlop, Inc. (the “ Company ”) and Walker & Dunlop, LLC, the operating subsidiary of the Company (the “ Borrower ”), entered into a Third Amendment to Second Amended and Restated Warehousing Credit and Security Agreement (the “ Amendment ”) with PNC Bank, National Association, as Lender (“ PNC ”). The Amendment amends that certain Second Amended and Restated Warehousing Credit and Security Agreement, dated as of September 11, 2017 (the “ Warehousing Agreement ”), by and among the Borrower, the Company and PNC to reduce the applicable interest rates thereunder. The Company continues to guarantee the Borrower’s obligations under the Warehousing Agreement, as amended by the Amendment.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
PNC and its affiliates have various relationships with the Company involving the provision of financial services, including, cash management, trust and other services. In addition, affiliates of the Company have entered into forward delivery commitments and other derivative arrangements in the ordinary course of business with PNC and its affiliates.
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.
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Exhibit
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Description |
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10.1 |
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Third Amendment to Second Amended and Restated Warehousing Credit and Security Agreement, dated as of May 20, 2019, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc. and PNC Bank, National Association, as Lender. |
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.
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WALKER & DUNLOP, INC. |
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(Registrant) |
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Date: May 23, 2019 |
By: |
/s/ Richard M. Lucas |
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Name: Richard M. Lucas |
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Title: Executive Vice President, General Counsel and Secretary |
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT
THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT (this “ Third Amendment ”) is made effective as of the 20 th day of May, 2019, by and among WALKER & DUNLOP, LLC, a Delaware limited liability company (“ Borrower ”), WALKER & DUNLOP, INC., a Maryland corporation (“ Parent ”), and PNC BANK, NATIONAL ASSOCIATION (“ Lender ”).
R E C I T A L S
WHEREAS, Lender, Borrower and Parent are parties to that certain Second Amended and Restated Warehousing Credit and Security Agreement, dated as of September 11, 2017, by and among Borrower, Parent, and Lender, as amended by that First Amendment to Second Amended and Restated Warehousing Credit and Security Agreement, dated as of September 15, 2017 and that Second Amendment to Second Amended and Restated Warehousing Credit and Security Agreement, dated as of September 10, 2018 (as amended, the “ Credit Facility Agreement ”), whereby upon the satisfaction of certain terms and conditions set forth therein, the Lender agreed to make Warehousing Advances from time to time, up to the Warehousing Credit Limit (each such term as defined in the Credit Facility Agreement).
WHEREAS, Borrower has requested, and Lender has agreed, pursuant to the terms hereof, to modify certain terms of the Credit Facility Agreement as set forth in this Second Amendment.
NOW, THEREFORE, for and in consideration of the premises, the mutual entry of this Second Amendment by the parties hereto and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:
Section 1 . Recitals . The Recitals are hereby incorporated into this Second Amendment as a substantive part hereof.
Section 2. Definitions . Terms used herein and not otherwise defined shall have the meanings set forth in the Credit Facility Agreement.
Section 3 . Amendments to Credit Facility Agreement . The Credit Facility Agreement is hereby amended as follows:
(a) The following defined terms set forth in Section 12.1 of the Credit Facility Agreement are hereby deleted in their entirety and replaced with the following:
‘“ Applicable Base Rate ” means for any day, a fluctuating per annum rate of interest equal to the sum of (a) the higher of (i) the Prime Rate and (ii) the Federal Funds Open Rate plus thirty five basis points (0.35%), and (b) one and 15/100 th percent (1.15%). The calculation and determination of the Applicable Base Rate shall be made daily by the Lender and such determination shall, absent manifest error, be final, conclusive and binding upon Borrower and the Lender. Changes in the Applicable Base Rate shall
become effective on the same day as the Lender changes its Prime Rate or a change occurs in the Federal Funds Open Rate, depending upon which rate is applicable on that day to the determination of the Base Rate.’
‘“ Applicable Daily Floating LIBO Rate ” means, for any day, a rate per annum equal to the Daily LIBO Rate for such day, plus one and 15/100th percent (1.15%).’
Section 4 . Ratification, No Novation, Effect of Modifications . Except as may be amended or modified hereby, the terms of the Credit Facility Agreement are hereby ratified, affirmed and confirmed and shall otherwise remain in full force and effect. Nothing in this Second Amendment shall be construed to extinguish, release, or discharge or constitute, create or effect a novation of, or an agreement to extinguish, release or discharge, any of the obligations, indebtedness and liabilities of Borrower or any other party under the provisions of the Credit Facility Agreement or any of the other Loan Documents, unless specifically herein provided.
Section 5 . Amendments . This Second Amendment may be amended or supplemented by and only by an instrument executed and delivered by each party hereto.
Section 6 . Waiver . The Lenders shall not be deemed to have waived the exercise of any right which they hold under the Credit Facility Agreement unless such waiver is made expressly and in writing (and no delay or omission by any Lender in exercising any such right shall be deemed a waiver of its future exercise). No such waiver made as to any instance involving the exercise of any such right shall be deemed a waiver as to any other such instance, or any other such right. Without limiting the operation and effect of the foregoing provisions hereof, no act done or omitted by any Lender pursuant to the powers and rights granted to it hereunder shall be deemed a waiver by any Lender of any of its rights and remedies under any of the provisions of the Credit Facility Agreement, and this Second Amendment is made and accepted without prejudice to any of such rights and remedies.
Section 7 . Governing Law . This Second Amendment shall be given effect and construed by application of the law of the Commonwealth of Pennsylvania.
Section 8 . Headings . The headings of the sections, subsections, paragraphs and subparagraphs hereof are provided herein for and only for convenience of reference, and shall not be considered in construing their contents.
Section 9 . Severability . No determination by any court, governmental body or otherwise that any provision of this Second Amendment or any amendment hereof is invalid or unenforceable in any instance shall affect the validity or enforceability of (i) any other such provision or (ii) such provision in any circumstance not controlled by such determination. Each such provision shall be valid and enforceable to the fullest extent allowed by, and shall be construed wherever possible as being consistent with, applicable law.
Section 10 . Binding Effect . This Second Amendment shall be binding upon and inure to the benefit of Borrower, Parent, Lender, and their respective permitted successors and assigns.
Section 11 . Counterparts . This Third Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
IN WITNESS WHEREOF, each of the parties hereto have executed and delivered this Third Amendment under their respective seals as of the day and year first written above.
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WALKER & DUNLOP, LLC, as Borrower |
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By: |
/s/ Richard M. Lucas |
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Name: Richard M. Lucas |
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Title: Executive Vice President, General Counsel & Secretary |
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WALKER & DUNLOP, INC., as Parent |
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By: |
/s/ Richard M. Lucas |
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Name: Richard M. Lucas |
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Title: Executive Vice President, General Counsel & Secretary |
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PNC BANK, NATIONAL ASSOCIATION, |
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as Lender |
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By: |
/s/ John Harvey |
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Name: John Harvey |
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Title: Vice President |
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THIRD AMENDMENT TO SECOND AMENDED AND RESATED WAREHOUSING CREDIT AND SECURITY AGREEMENT