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 4, 2015 (September 1, 2015)
Starwood Waypoint Residential Trust
(Exact name of registrant as specified in its charter)
Maryland | 001-36163 | 80-6260391 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1999 Harrison Street Oakland, CA |
94612 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (510) 250-2200
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:
¨ | 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)) |
Item 1.01. | Entry into a Material Definitive Agreement. |
On September 1, 2015, Starwood Waypoint Residential Trust (the Company), as guarantor, PrimeStar Fund I, L.P., (PrimeStar LP), a limited partnership in which the Company owns, indirectly, the majority of the general partnership and limited partnership interests, and PrimeStar-H Fund I Trust, a trust in which the Company owns, indirectly, the majority of the beneficial trust interests, entered into Amendment No. 3 (the Amendment) to the Master Repurchase Agreement (the Repurchase Agreement and, as so amended and as previously amended, the Amended Repurchase Agreement) with Deutsche Bank AG, Cayman Islands Branch (the Buyer). The Amended Repurchase Agreement is used to finance the acquisition of pools or groups of mortgage loans secured by residential real property and related residential real property by the Company and the Companys wholly-owned subsidiaries as more particularly described in the Amended Repurchase Agreement. The Repurchase Agreement previously provided maximum financings of up to $500 million, and was amended pursuant to the Amendment and the ancillary transaction documents to provide maximum financings by the Buyer of up to $386 million (the Facility).
Advances under the Amended Repurchase Agreement accrue interest at a per annum pricing rate based on 30 day LIBOR (or a conduit costs of funds rate if a Buyer sponsored conduit is utilized) plus 2.375%. During the existence of an Event of Default (as defined in the Amended Repurchase Agreement), interest accrues at the post default rate, which is based on the applicable pricing rate in effect on such date plus an additional 3%. The maturity date of the Facility is March 1, 2017, subject to a six month extension option, which may be exercised by PrimeStar LP upon the satisfaction of certain conditions set forth in the Amended Repurchase Agreement and ancillary transaction documents.
The Company previously provided a Guaranty (the Guaranty Agreement), in connection with the Repurchase Agreement. Under the Guaranty Agreement the Company guarantees the obligations of PrimeStar LP under the Amended Repurchase Agreement and ancillary transaction documents. The Amended Repurchase Agreement and ancillary transaction documents, including the Guaranty Agreement, contain various affirmative and negative covenants concerning the Companys liquidity, tangible net worth and maximum leverage ratio.
The foregoing summary of the Amended Repurchase Agreement, the Guaranty Agreement and the transactions contemplated thereby contained in this Item 1.01 does not purport to be a complete description and is qualified in its entirety by reference to the terms and conditions of the Amended Repurchase Agreement and the Guaranty Agreement. A copy of the Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference. Copies of the Repurchase Agreement and the Guaranty Agreement were previously filed as exhibits to the Companys Current Report on Form 8-K filed on March 13, 2014, and Amendment No. 1 to the Repurchase Agreement was previously filed as an exhibit to the Companys Current Report on Form 8-K filed on June 30, 2014. Amendment No. 2 to the Repurchase Agreement was entered into on October 10, 2014 to modify certain administrative requirements in the Repurchase Agreement.
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 is incorporated herein by reference into this Item 2.03.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
10.1 | Amendment No. 3, dated September 1, 2015, to the Master Repurchase Agreement, dated March 11, 2014, among Starwood Waypoint Residential Trust, PrimeStar Fund I, L.P., Wilmington Savings Fund Society, FSB and Deutsche Bank AG, Cayman Islands Branch |
2
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.
STARWOOD WAYPOINT RESIDENTIAL TRUST | ||||
Dated: September 4, 2015 | By: |
/s/ Tamra D. Browne |
||
Name: | Tamra D. Browne | |||
Title: | Chief Legal Officer and Secretary |
3
Exhibit Index
Exhibit
|
Description |
|
10.1 | Amendment No. 3, dated September 1, 2015, to the Master Repurchase Agreement, dated March 11, 2014, among Starwood Waypoint Residential Trust, PrimeStar Fund I, L.P., Wilmington Savings Fund Society, FSB and Deutsche Bank AG, Cayman Islands Branch |
4
Exhibit 10.1
EXECUTION VERSION
DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH,
as Buyer,
PRIMESTAR FUND I, L.P.,
as Seller,
WILMINGTON SAVINGS FUND SOCIETY, FSB, NOT IN ITS INDIVIDUAL CAPACITY
BUT SOLELY AS TRUSTEE OF PRIMESTAR-H FUND I TRUST, AS TRUST
SUBSIDIARY,
as Trust Subsidiary,
and
STARWOOD WAYPOINT RESIDENTIAL TRUST, AS GUARANTOR,
as Guarantor
AMENDMENT NO. 3
dated as of September 1, 2015
to the
MASTER REPURCHASE AGREEMENT
dated as of March 11, 2014
AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENT
This Amendment No. 3 to Master Repurchase Agreement, dated as of September 1, 2015 (this Amendment ), is entered into by and between Deutsche Bank AG, Cayman Islands Branch, as buyer ( Buyer ), Primestar Fund I, L.P., as seller ( Seller ), Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as Trustee of Primestar-H Fund I Trust, as trust subsidiary ( Trust Subsidiary ) and Starwood Waypoint Residential Trust, as guarantor ( Guarantor ). Any capitalized terms not defined herein shall have the meaning assigned to such term in the Master Repurchase Agreement (as defined below).
WHEREAS, the parties hereto entered into that certain the Master Repurchase Agreement, dated as of March 11, 2014 (as may be further amended, restated, supplemented or otherwise modified from time to time, the Master Repurchase Agreement );
WHEREAS, the parties hereto desire to amend the Master Repurchase Agreement as described below;
NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1 . Amendment .
(a) Section 1 of the Master Repurchase Agreement is hereby amended by deleting the definition of Non-Utilization Fee in its entirety.
(b) Section 1 of the Master Repurchase Agreement is hereby amended by adding the following definitions immediately after the definition of Basel III Regulation:
Boarding Diligence shall mean any diligence performed by Buyer or its designee solely with respect to the initial determination of whether any new Trust Mortgage Loans or REO Properties are Eligible Assets.
Boarding Diligence Cap has the meaning set forth in the Pricing Side Letter.
(c) Section 1 of the Master Repurchase Agreement is hereby amended by adding the following definitions immediately after the definition of SIPA:
SN Servicing Side Letter means that certain letter agreement, dated as of October 10, 2014, by and among Seller, Guarantor, Trust Subsidiary and Buyer.
(d) Section 1 of the Master Repurchase Agreement is hereby amended by deleting the definition of Servicing Agreement in its entirety and replacing it with the following definition ( bold language added for emphasis ):
Servicing Agreement means (A) with respect to (1) Statebridge Company LLC, that certain (i) Servicing Agreement dated as of November 1, 2012, by and between Statebridge Company LLC, as servicer, and Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as Trustee for PrimeStar-H Fund I Trust, as investor, together with (ii) the related Servicer Acknowledgement, and (2) SN Servicing Corporation, that (i) certain Servicing Agreement dated as of June 5, 2014, by and between SN Servicing Corporation, as servicer, and Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as Trustee for PrimeStar-H Fund I Trust, together with (ii) (a) the SN Servicing Side Letter and (b) the related Servicer Acknowledgement and (B) any other servicing agreement with a Servicer in form and substance acceptable to Buyer together with the related Servicer Acknowledgement; provided that each servicing agreement referred to in (A) or (B) above shall include any amendments, modifications or supplements thereto.
(e) Section 7(b)(4) of the Master Repurchase Agreement is hereby amended by deleting the section in its entirety and replacing it with the following ( stricken language added for emphasis):
(4) fourth, to Buyer in payment of (a) any accrued and unpaid Price Differential to the extent not paid by Seller to
Buyer pursuant to Section 5,
(b) any accrued and unpaid Non-Utilization Fees
and (b) all other costs, fees and other amounts due and payable to the Buyer (other than Margin Deficit) pursuant to this Agreement and the
other Program Agreements;
(f) Section 11(a) of the Master Repurchase Agreement is hereby amended by deleting the section in its entirety and replacing it with the following ( bold language added for emphasis):
(a) Seller shall reimburse Buyer for any of Buyers reasonable and documented out-of-pocket costs, including, but not limited to, due diligence review and Title Inquiry costs and reasonable attorneys fees, incurred by Buyer in determining the acceptability to Buyer of any Mortgage Loans and property inspections conducted by Buyer or its designee; provided that Buyer shall not be entitled to reimbursement of Boarding Diligence expenses in excess of the Boarding Diligence Cap. Seller shall also reimburse Buyer for the costs and expenses incurred by Buyer in connection with monthly lien searches conducted by Buyer on REO Properties. Seller shall also pay, or reimburse Buyer if Buyer shall pay, any termination fee, which may be due any Servicer or the Asset Manager. Seller shall pay the reasonable and documented fees and expenses of Buyers counsel and, up to $30,000, rating confirmation costs relating to a commercial paper conduit utilized by Buyer to finance the Transactions, in each case, in connection with the Program Agreements. Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents shall be borne by Seller. Seller shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses under any other Program Agreement.
2
(g) Section 20 of the Master Repurchase Agreement is hereby amended by deleting the notice information following the first paragraph thereof in its entirety and replacing it with the following:
If to Seller:
PrimeStar Fund I, L.P.
1999 Harrison Street, 24th Floor
Oakland, California 94612
Attention: Nina Tran, Chief Financial Officer
Phone: (510) 985-9002
Facsimile: (510) 335-1093
Email: nina@waypointgroup.com
Attention: Tamra Browne, Chief Legal Officer
Phone: (510) 987-8049
Facsimile: (510) 550-2828
Email: tamrab@waypointgroup.com
With a copy to:
Prime Asset Fund VI, LLC
12425 Race Track Road
Tampa, FL 33626
Attention: Bruce Korman
Phone: (813) 962-1300, Ext. 233
Facsimile: (213) 477-2225
Email: bkorman@primeassetfund.com
With a copy to:
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Attention: Brian Krisberg, Esq.
Phone: (212) 839-8735
Email: Brian.Krisberg@Sidley.com
(h) Section 32(a) of the Master Repurchase Agreement is hereby amended by deleting the reference to Non-Utilization Fee contained therein.
3
Section 2 . Conditions to Effectiveness of this Amendment .
This Amendment shall become effective upon the execution and delivery of this Amendment by all parties hereto and satisfaction of the conditions set forth in Section 2 of Amendment No. 2 to the Pricing Side Letter, dated as of the date hereof (the Amendment Effective Date ).
Section 3. Effect of Amendment . Except as expressly amended and modified by this Amendment, all provisions of the Master Repurchase Agreement shall remain in full force and effect and all such provisions shall apply equally to the terms and conditions set forth herein. This Amendment shall be effective as of the Amendment Effective Date upon the satisfaction of the conditions precedent set forth in this Section 2 and shall not be effective for any period prior to the Amendment Effective Date. After this Amendment becomes effective, all references in the Master Repurchase Agreement to this Master Repurchase Agreement, hereof, herein or words of similar effect referring to Master Repurchase Agreement shall be deemed to be references to the Master Repurchase Agreement, as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Master Repurchase Agreement other than as set forth herein.
Section 4 . Representations and Warranties . Seller, Trust Subsidiary and Guarantor hereby represent and warrant that the execution and effectiveness of this Amendment shall not materially affect it, in the performance of its obligations under the Program Agreement.
Section 5 . Expenses . Seller, Trust Subsidiary and Guarantor hereby agree that in addition to any costs otherwise required to be paid pursuant to the Master Repurchase Agreement, Seller, Trust Subsidiary and Guarantor shall be responsible for the payments of the reasonable and documented legal fees and out-of-pocket expenses of legal counsel to Buyer incurred in connection with the consummation of this Amendment and all other documents executed or delivered in connection therewith.
Section 6 . Representations; Ratifications Covenants :
(a) In order to induce Buyer to execute and deliver this Amendment, Seller, Trust Subsidiary and Guarantor each hereby represents and warrants to Buyer that as of the date hereof, Seller, Trust Subsidiary and Guarantor are in full compliance with all of the terms and conditions of the Program Agreement and no Default or Event of Default has occurred and is continuing under the Program Agreement.
(b) The parties hereto ratify all terms of the existing Master Repurchase Agreement other than those amended hereby, and ratify those provisions as amended hereby.
(c) The Trust Subsidiary is hereby authorized and directed to execute this Amendment.
Section 7. Entire Agreement . The Master Repurchase Agreement, as amended by this Amendment, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and fully supersedes any prior or contemporaneous agreements relating to such subject matter.
Section 8. Successors and Assigns . This Amendment shall be binding upon the parties hereto and their respective successors and assigns.
4
Section 9. Section Headings . The various headings and sub-headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Indenture or any provision hereof or thereof.
Section 10. GOVERNING LAW . THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES HERETO, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11. Counterparts . This Amendment may be executed in one or more counterparts and by the different parties hereto on separate counterparts, including without limitation counterparts transmitted by facsimile, each of which, when so executed, shall be deemed to be an original and such counterparts, together, shall constitute one and the same agreement.
[signature pages follow]
5
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
DEUTSCHE BANK AG, CAYMAN ISLANDS | ||
BRANCH , as Buyer | ||
By: | /s/ Ryan M. Stark | |
Name: | Ryan M. Stark | |
Title: | Managing Director | |
By: | /s/ Menahem Namer | |
Name: | Menahem Namer | |
Title: | Vice President |
PRIMESTAR FUND I, L.P. , as Seller | ||
By: | PrimeStar Fund I GP, L.L.C., its general partner | |
By: | /s/ Nina Tran | |
Name: | Nina Tran | |
Title: | Authorized Signatory of the Management | |
Committee of the General Partner | ||
STARWOOD WAYPOINT RESIDENTIAL TRUST , as Guarantor | ||
By: | /s/ Nina Tran | |
Name: | Nina Tran | |
Title: | Chief Financial Officer | |
PRIMESTAR-H FUND I TRUST , as Trust Subsidiary | ||
By: | PrimeStar Fund I, L.P., its agent | |
By: | PrimeStar Fund I GP, L.L.C., its general partner | |
By: | /s/ Nina Tran | |
Name: | Nina Tran | |
Title: | Authorized Signatory of the Management | |
Committee of the General Partner |
Amendment No. 3 to Master Repurchase Agreement