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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| | | | | |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2024
OR
| | | | | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________ to _______________
Commission file number 001-39189
UWM HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | |
Delaware | | 84-2124167 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| |
585 South Boulevard E. | Pontiac, | MI | 48341 |
(Address of Principal Executive Offices) | | (Zip Code) |
(800) 981-8898
Registrant's telephone number, including area code
N/A
(Former name, former address and former fiscal year, if changed since last report)
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, par value $0.0001 per share | UWMC | New York Stock Exchange |
| Warrants, each warrant exercisable for one share of Class A Common Stock | UWMCWS | New York Stock Exchange |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| | | | | | | | | | | |
| Large accelerated filer | ☐ | Accelerated filer | x |
Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| | 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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x
As of November 5, 2024, the registrant had 157,913,983 shares of Class A common stock outstanding and 1,440,332,098 shares of Class D common stock outstanding.
Table of Contents
PART I
Item 1. Financial Statements
UWM HOLDINGS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except shares and per share amounts)
| | | | | | | | | | | |
| | September 30, 2024 | | December 31, 2023 |
| Assets | (Unaudited) | | |
| Cash and cash equivalents | $ | 636,327 | | | $ | 497,468 | |
| Mortgage loans at fair value | 10,141,683 | | | 5,449,884 | |
| Derivative assets | 66,977 | | | 33,019 | |
| Investment securities at fair value, pledged | 108,964 | | | 110,352 | |
| Accounts receivable, net | 561,901 | | | 512,070 | |
| Mortgage servicing rights | 2,800,054 | | | 4,026,136 | |
| Premises and equipment, net | 147,981 | | | 146,417 | |
Operating lease right-of-use asset (includes $93,856 and $97,596 with related parties) | 95,123 | | | 99,125 | |
Finance lease right-of-use asset, net (includes $23,253 and $24,802 with related parties) | 24,020 | | | 29,111 | |
| Loans eligible for repurchase from Ginnie Mae | 391,696 | | | 856,856 | |
| Other assets | 145,072 | | | 111,416 | |
| Total assets | $ | 15,119,798 | | | $ | 11,871,854 | |
| Liabilities and equity | | | |
| Warehouse lines of credit | $ | 9,207,746 | | | $ | 4,902,090 | |
| Derivative liabilities | 93,599 | | | 40,781 | |
| Secured lines of credit | 300,000 | | | 750,000 | |
| Borrowings against investment securities | 93,662 | | | 93,814 | |
| Accounts payable, accrued expenses and other | 573,865 | | | 469,101 | |
| Accrued distributions and dividends payable | 159,818 | | | 159,572 | |
| Senior notes | 1,991,216 | | | 1,988,267 | |
Operating lease liability (includes $100,566 and $104,495 with related parties) | 101,833 | | | 106,024 | |
Finance lease liability (includes $25,027 and $26,260 with related parties) | 25,836 | | | 30,678 | |
| Loans eligible for repurchase from Ginnie Mae | 391,696 | | | 856,856 | |
| Total liabilities | 12,939,271 | | | 9,397,183 | |
| Equity | | | |
Preferred stock, $0.0001 par value - 100,000,000 shares authorized, none issued and outstanding as of September 30, 2024 or December 31, 2023 | — | | | — | |
Class A common stock, $0.0001 par value - 4,000,000,000 shares authorized, 113,150,968 and 93,654,269 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively | 11 | | | 10 | |
Class B common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of September 30, 2024 or December 31, 2023 | — | | | — | |
Class C common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of September 30, 2024 or December 31, 2023 | — | | | — | |
Class D common stock, $0.0001 par value - 1,700,000,000 shares authorized, 1,485,027,775 shares issued and outstanding as of September 30, 2024 and 1,502,069,787 at December 31, 2023 | 149 | | | 150 | |
| Additional paid-in capital | 2,644 | | | 1,702 | |
| Retained earnings | 116,561 | | | 110,690 | |
| Non-controlling interest | 2,061,162 | | | 2,362,119 | |
| Total equity | 2,180,527 | | | 2,474,671 | |
| Total liabilities and equity | $ | 15,119,798 | | | $ | 11,871,854 | |
See accompanying Notes to the Condensed Consolidated Financial Statements.
UWM HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except shares and per share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended September 30, | | For the nine months ended September 30, |
| | 2024 | | 2023 | | 2024 | | 2023 | | |
| Revenue | | | | | | | | | |
| Loan production income | $ | 465,548 | | | $ | 288,930 | | | $ | 1,121,611 | | | $ | 775,111 | | | |
| Loan servicing income | 134,753 | | | 200,428 | | | 463,365 | | | 612,205 | | | |
| Change in fair value of mortgage servicing rights | (446,100) | | | 92,909 | | | (604,148) | | | (219,730) | | | |
| Gain on other interest rate derivatives | 226,936 | | | — | | | 254,102 | | | — | | | |
| Interest income | 145,297 | | | 94,849 | | | 368,554 | | | 258,324 | | | |
| Total revenue, net | 526,434 | | | 677,116 | | | 1,603,484 | | | 1,425,910 | | | |
| Expenses | | | | | | | | | |
| Salaries, commissions and benefits | 181,453 | | | 135,333 | | | 496,005 | | | 387,716 | | | |
| Direct loan production costs | 58,398 | | | 36,184 | | | 135,319 | | | 76,285 | | | |
| Marketing, travel, and entertainment | 22,462 | | | 20,117 | | | 66,011 | | | 58,915 | | | |
| Depreciation and amortization | 11,636 | | | 11,563 | | | 34,380 | | | 34,674 | | | |
| General and administrative | 53,664 | | | 44,904 | | | 149,524 | | | 132,214 | | | |
| Servicing costs | 25,009 | | | 33,640 | | | 81,120 | | | 102,160 | | | |
| Interest expense | 141,102 | | | 93,724 | | | 348,421 | | | 239,445 | | | |
Other expense (income) | 421 | | | (76) | | | (921) | | | 2,386 | | | |
| Total expenses | 494,145 | | | 375,389 | | | 1,309,859 | | | 1,033,795 | | | |
Earnings before income taxes | 32,289 | | | 301,727 | | | 293,625 | | | 392,115 | | | |
Provision for income taxes | 344 | | | 734 | | | 4,863 | | | 941 | | | |
Net income | 31,945 | | | 300,993 | | | 288,762 | | | 391,174 | | | |
Net income attributable to non-controlling interest | 38,240 | | | 282,762 | | | 283,277 | | | 377,326 | | | |
Net income (loss) attributable to UWM Holdings Corporation | $ | (6,295) | | | $ | 18,231 | | | $ | 5,485 | | | $ | 13,848 | | | |
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Earnings (loss) per share of Class A common stock (see Note 17): | | | | | | | | | |
| Basic | $ | (0.06) | | | $ | 0.20 | | | $ | 0.06 | | | $ | 0.15 | | | |
| Diluted | $ | (0.06) | | | $ | 0.15 | | | $ | 0.06 | | | $ | 0.15 | | | |
| Weighted average shares outstanding: | | | | | | | | | |
| Basic | 99,801,301 | | | 93,290,736 | | | 96,530,282 | | | 93,107,576 | | | |
| Diluted | 99,801,301 | | | 1,596,624,780 | | | 96,530,282 | | | 93,107,576 | | | |
See accompanying Notes to the Condensed Consolidated Financial Statements.
UWM HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands, except shares and per share amounts)
(Unaudited)
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| | Class A Common Stock Shares | | Class A Common Stock Amount | | Class D Common Stock Shares | | Class D Common Stock Amount | | Additional
Paid-in Capital | | Retained
Earnings | | Non-controlling Interest | | Total |
| Balance, January 1, 2023 | | 92,575,974 | | | $ | 9 | | | 1,502,069,787 | | | $ | 150 | | | $ | 903 | | | $ | 142,500 | | | $ | 3,028,131 | | | $ | 3,171,693 | |
| Net loss | | — | | | — | | | — | | | — | | | — | | | (11,941) | | | (126,672) | | | (138,613) | |
| Class A common stock dividends | | — | | | — | | | — | | | — | | | — | | | (9,310) | | | — | | | (9,310) | |
| Member distributions to SFS Corp. | | — | | | — | | | — | | | — | | | — | | | — | | | (150,207) | | | (150,207) | |
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| Stock-based compensation | | 525,997 | | | — | | | — | | | — | | | 133 | | | — | | | 2,153 | | | 2,286 | |
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| Re-measurement of non-controlling interest due to change in parent ownership and other | | — | | | — | | | — | | | — | | | — | | | 887 | | | (2,194) | | | (1,307) | |
| Balance, March 31, 2023 | | 93,101,971 | | | $ | 9 | | | 1,502,069,787 | | | $ | 150 | | | $ | 1,036 | | | $ | 122,136 | | | $ | 2,751,211 | | | $ | 2,874,542 | |
| Net income | | — | | | — | | | — | | | — | | | — | | | 7,558 | | | 221,236 | | | 228,794 | |
| Class A common stock dividends | | — | | | — | | | — | | | — | | | — | | | (9,310) | | | — | | | (9,310) | |
| Member distributions to SFS Corp. | | — | | | — | | | — | | | — | | | — | | | — | | | (150,207) | | | (150,207) | |
| Stock-based compensation | | 12,907 | | | — | | | — | | | — | | | 231 | | | — | | | 3,072 | | | 3,303 | |
| Re-measurement of non-controlling interest due to change in parent ownership and other | | — | | | — | | | — | | | — | | | — | | | (5) | | | 5 | | | — | |
| Balance, June 30, 2023 | | 93,114,878 | | | $ | 9 | | | 1,502,069,787 | | | $ | 150 | | | $ | 1,267 | | | $ | 120,379 | | | $ | 2,825,317 | | | $ | 2,947,122 | |
| Net income | | — | | | — | | | — | | | — | | | — | | | 18,231 | | | 282,762 | | | 300,993 | |
| Class A common stock dividends | | — | | | — | | | — | | | — | | | — | | | (9,365) | | | — | | | (9,365) | |
| Member distributions to SFS Corp. | | — | | | — | | | — | | | — | | | — | | | — | | | (150,207) | | | (150,207) | |
| Stock-based compensation | | 539,391 | | | 1 | | | — | | | — | | | 217 | | | — | | | 3,350 | | | 3,568 | |
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| Re-measurement of non-controlling interest due to change in parent ownership and other | | — | | | — | | | — | | | — | | | — | | | 988 | | | (988) | | | — | |
| Balance, September 30, 2023 | | 93,654,269 | | | $ | 10 | | | 1,502,069,787 | | | $ | 150 | | | $ | 1,484 | | | $ | 130,233 | | | $ | 2,960,234 | | | $ | 3,092,111 | |
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| | Class A Common Stock Shares | | Class A Common Stock Amount | | Class D Common Stock Shares | | Class D Common Stock Amount | | Additional
Paid-in Capital | | Retained
Earnings | | Non-controlling Interest | | Total |
| Balance, January 1, 2024 | | 93,654,269 | | | $ | 10 | | | 1,502,069,787 | | | $ | 150 | | | $ | 1,702 | | | $ | 110,690 | | | $ | 2,362,119 | | | $ | 2,474,671 | |
| Net income | | — | | | — | | | — | | | — | | | — | | | 8,730 | | | 171,801 | | | 180,531 | |
| Class A common stock dividends | | — | | | — | | | — | | | — | | | — | | | (9,495) | | | — | | | (9,495) | |
| Member distributions to SFS Corp. | | — | | | — | | | — | | | — | | | — | | | — | | | (194,261) | | | (194,261) | |
| Stock-based compensation | | 1,291,366 | | | (1) | | | — | | | — | | | 383 | | | — | | | 6,131 | | | 6,513 | |
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| Re-measurement of non-controlling interest due to change in parent ownership and other | | — | | | — | | | — | | | — | | | — | | | 2,055 | | | (2,956) | | | (901) | |
| Balance, March 31, 2024 | | 94,945,635 | | | $ | 9 | | | 1,502,069,787 | | | $ | 150 | | | $ | 2,085 | | | $ | 111,980 | | | $ | 2,342,834 | | | $ | 2,457,058 | |
| Net income | | — | | | — | | | — | | | — | | | — | | | 3,050 | | | 73,236 | | | 76,286 | |
| Class A common stock dividends | | — | | | — | | | — | | | — | | | — | | | (9,559) | | | — | | | (9,559) | |
| Member distributions to SFS Corp. | | — | | | — | | | — | | | — | | | — | | | — | | | (198,464) | | | (198,464) | |
| Stock-based compensation | | 642,171 | | | 1 | | | — | | | — | | | 220 | | | — | | | 3,470 | | | 3,691 | |
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| Re-measurement of non-controlling interest due to change in parent ownership and other | | — | | | — | | | — | | | — | | | — | | | 5,550 | | | (5,550) | | | — | |
| Balance, June 30, 2024 | | 95,587,806 | | | $ | 10 | | | 1,502,069,787 | | | $ | 150 | | | $ | 2,305 | | | $ | 111,021 | | | $ | 2,215,526 | | | $ | 2,329,012 | |
| Net income (loss) | | — | | | — | | | — | | | — | | | — | | | (6,295) | | | 38,240 | | | 31,945 | |
| Class A common stock dividends | | — | | | — | | | — | | | — | | | — | | | (11,315) | | | — | | | (11,315) | |
| Member distributions to SFS Corp. | | — | | | — | | | — | | | — | | | — | | | — | | | (171,090) | | | (171,090) | |
| Stock-based compensation | | 521,150 | | | — | | | — | | | — | | | 339 | | | — | | | 5,185 | | | 5,524 | |
| Re-measurement of non-controlling interest due to change in parent ownership and other | | 17,042,012 | | | 1 | | | (17,042,012) | | | (1) | | | — | | | 23,150 | | | (26,699) | | | (3,549) | |
| Balance, September 30, 2024 | | 113,150,968 | | | $ | 11 | | | 1,485,027,775 | | | $ | 149 | | | $ | 2,644 | | | $ | 116,561 | | | $ | 2,061,162 | | | $ | 2,180,527 | |
See accompanying Notes to the Condensed Consolidated Financial Statements.
UWM HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
| | | | | | | | | | | | | |
| | For the nine months ended September 30, |
| | 2024 | | 2023 | | |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | |
Net income | $ | 288,762 | | | $ | 391,174 | | | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
| Reserve for representations and warranties | 40,185 | | | 39,811 | | | |
| Capitalization of mortgage servicing rights | (1,980,550) | | | (1,803,648) | | | |
| Change in fair value of mortgage servicing rights | 604,148 | | | 219,730 | | | |
| Depreciation & amortization | 36,615 | | | 37,622 | | | |
| Stock-based compensation expense | 15,581 | | | 9,871 | | | |
(Increase) decrease in fair value of investment securities | (4,530) | | | 2,956 | | | |
Increase in fair value of warrants liability | 3,405 | | | 1,252 | | | |
(Increase) decrease in: | | | | | |
| Mortgage loans at fair value | (4,691,799) | | | 1,574,921 | | | |
| Derivative assets | (33,958) | | | (9,922) | | | |
| Other assets | (65,650) | | | 24,573 | | | |
Increase (decrease) in: | | | | | |
| Derivative liabilities | 52,818 | | | (10,866) | | | |
| Other liabilities | 36,736 | | | 17,039 | | | |
Net cash (used in) provided by operating activities | (5,698,237) | | | 494,513 | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES | | | | | |
| Purchases of premises and equipment | (31,162) | | | (19,617) | | | |
| Net proceeds from sale of mortgage servicing rights | 2,607,316 | | | 1,669,216 | | | |
| Proceeds from principal payments on investment securities | 5,917 | | | 5,807 | | | |
| Margin calls on borrowings against investment securities | (795) | | | (3,080) | | | |
| Net cash provided by investing activities | 2,581,276 | | | 1,652,326 | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | |
Net borrowings (repayments) under warehouse lines of credit | 4,305,656 | | | (1,377,093) | | | |
| Repayments of finance lease liabilities | (4,842) | | | (10,213) | | | |
| Repayments under equipment notes payable | — | | | (991) | | | |
| Borrowings under secured lines of credit | 500,000 | | | 750,000 | | | |
| Repayments under secured lines of credit | (950,000) | | | (1,000,000) | | | |
| Borrowings against investment securities | 279,132 | | | 97,328 | | | |
| Repayments of borrowings against investment securities | (279,284) | | | (101,345) | | | |
| Dividends paid to Class A common stockholders | (28,419) | | | (27,879) | | | |
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| Member distributions paid to SFS Corp. | (565,524) | | | (450,621) | | | |
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| Other financing activities | (899) | | | (1,307) | | | |
Net cash provided by (used in) financing activities | 3,255,820 | | | (2,122,121) | | | |
INCREASE IN CASH AND CASH EQUIVALENTS | 138,859 | | | 24,718 | | | |
| CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD | 497,468 | | | 704,898 | | | |
| CASH AND CASH EQUIVALENTS, END OF THE PERIOD | $ | 636,327 | | | $ | 729,616 | | | |
| SUPPLEMENTAL INFORMATION | | | | | |
| Cash paid for interest | $ | 300,395 | | | $ | 233,245 | | | |
Cash paid (received) for taxes | 2,966 | | | (124) | | | |
See accompanying Notes to the Condensed Consolidated Financial Statements.
UWM HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
UWM Holdings Corporation, through its consolidated subsidiaries (collectively, the “Company”), engages in the origination, sale and servicing of residential mortgage loans. The Company is organized in Delaware but is based in Michigan, and originates and services loans throughout the U.S. The Company is approved as a Title II, non-supervised direct endorsement mortgagee with the U.S. Department of Housing and Urban Development (or “HUD”). In addition, the Company is an approved issuer with the Government National Mortgage Association (or “Ginnie Mae”), as well as an approved seller and servicer with the Federal National Mortgage Association (or “Fannie Mae”) and the Federal Home Loan Mortgage Corporation (or “Freddie Mac”).
The Company (f/k/a Gores Holdings IV, Inc.) was incorporated in Delaware on June 12, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On September 22, 2020, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, SFS Holding Corp., a Michigan corporation (“SFS Corp.”), United Wholesale Mortgage, LLC, a Michigan limited liability company (“UWM”), and UWM Holdings, LLC, a newly formed Delaware limited liability company (“Holdings LLC” and, together with UWM, the “UWM Entities”). The business combination with the UWM Entities closed on January 21, 2021.
Prior to the closing of the business combination with the UWM Entities, SFS Corp. was the sole member of UWM, which had one unit authorized, issued and outstanding. On January 21, 2021, SFS Corp. contributed its equity interest in UWM to Holdings LLC and adopted the Amended and Restated Operating Agreement to admit Holdings LLC as UWM's sole member and its manager. Upon completion of the business combination transaction, (i) Holdings LLC issued approximately 6% of its units (Class A Common Units) to the Company, (ii) SFS Corp. retained approximately 94% of the units (Class B Common Units) in Holdings LLC and accordingly retained approximately 94% of the economic ownership interest of the combined company and (iii) Holdings LLC became a consolidated subsidiary of the Company, as the Company is the sole managing member of Holdings LLC. The economic interest in Holdings LLC owned by SFS Corp. is presented as a non-controlling interest in these condensed consolidated financial statements. See Note 11 - Non-Controlling Interests for further information.
Following the consummation of the transactions contemplated by the Business Combination Agreement, the Company is organized in an “Up-C” structure in which UWM (the operating subsidiary) is held directly by Holdings LLC, and the Company’s only material direct asset consists of Class A Common Units in Holdings LLC. The Company’s current capital structure authorizes Class A common stock, Class B common stock, Class C common stock and Class D common stock. The Class A common stock and Class C common stock each provide holders with one vote on all matters submitted to a vote of stockholders, and the Class B common stock and Class D common stock each provide holders with 10 votes on all matters submitted to a vote of stockholders. The holders of Class C common stock and Class D common stock do not have any of the economic rights (including rights to dividends and distributions upon liquidation) provided to holders of Class A common stock and Class B common stock. Each Holdings LLC Class B Common Unit, along with its stapled share of Class D common stock (each a, “Paired Interest"), held by SFS Corp. may be exchanged at any time by SFS Corp. into, at the option of the Company, either, (a) cash or (b) one share of the Company’s Class B common stock (an "Exchange Transaction"). Each share of Class B common stock is convertible into one share of Class A common stock upon the transfer or assignment of such share from SFS Corp. to a non-affiliated third-party. See Note 11 - Non-Controlling Interests for further information.
Pursuant to the Business Combination Agreement, SFS Corp. is entitled to receive earn-out shares, in the form of Paired Interests, to the extent that the volume weighted average per share price of the Company's Class A common stock over any 10 trading days within any 30 trading day period is greater than or equal to $13.00, $15.00, $17.00 and $19.00 per share. Upon achievement of each stock price target, SFS Corp. will be entitled to receive 22,690,421 Paired Interests. The Company accounts for the potential earn-out shares as a component of stockholders’ equity in accordance with the applicable guidance in U.S. GAAP. See Note 17 - Earnings Per Share for further information.
Upon completion of the business combination transaction, the directors and officers of Gores Holdings IV, Inc. (the “Gores Directors and Officers”) resigned, the Company appointed new directors to its Board, and certain officers of UWM became officers of the Company. Pursuant to the Business Combination Agreement, the Company has potential indemnification obligations to the Gores Directors and Officers for costs or losses incurred prior to or after the closing of the business combination transaction that arose by reason of the fact that he or she is or was a director or officer of Gores Holdings IV, Inc.
The Gores Directors and Officers were named as defendants in class action suits in Delaware Chancery Court in which it is alleged that they breached their fiduciary duties to shareholders of Gores Holdings, IV. Pursuant to its obligations under the Business Combination Agreement, to the extent that it is determined that the Gores Directors and Officers are entitled to indemnification, the Company is obligated to indemnify them in connection with these lawsuits. During the second quarter of 2024, the parties tentatively agreed to settle this litigation, subject to negotiation of a final settlement agreement and court approval. A significant portion of the Company's expected indemnification obligations for the settlement is covered by insurance, and the remainder is not expected to be material to the Company.
Basis of Presentation and Consolidation
The condensed consolidated financial statements are unaudited and presented in U.S. dollars. They have been prepared in accordance with U.S. GAAP pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In our opinion, these condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair presentation of our results of operations, financial position and cash flows for the periods presented. However, our results of operations for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Loans Eligible for Repurchase from Ginnie Mae
For certain loans sold to Ginnie Mae, the Company as the servicer has the unilateral right to repurchase any individual loan in a Ginnie Mae pool if that loan meets defined criteria (generally loans that are more than 90 days past due). When the Company has the unilateral right to repurchase the delinquent loans, the previously sold assets are required to be re-recognized on the condensed consolidated balance sheets as assets and corresponding liabilities at the loan's unpaid principal balance, regardless of the Company’s intent to exercise its option to repurchase. The recognition of previously sold loans does not impact the accounting for the previously recognized mortgage servicing rights (or "MSRs").
Income Taxes
The Company accounts for income taxes during interim periods by applying an estimated annual effective tax rate to year-to-date earnings (loss) before income taxes to compute the year-to-date tax expense (or benefit). At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year, adjusted for discrete items, if any, that arise during the period. In any period in which the Company acquires additional units of Holdings LLC by means of an Exchange Transaction, the Company records the related income tax effects as an adjustment to equity. See Note 15 – Income Taxes for further information.
Tax Receivable Agreement
The Company has entered into a Tax Receivable Agreement ("TRA") with SFS Corp. that obligates the Company to make payments to SFS Corp. of 85% of the amount of cash savings, if any, in federal, state and local income tax that the Company actually realizes as a result of (i) certain increases in tax basis resulting from Exchange Transactions; (ii) imputed interest deemed to be paid by the Company as a result of payments it makes under the TRA; (iii) certain increases in tax basis resulting from payments the Company makes under the TRA; and (iv) disproportionate allocations (if any) of tax benefits to the Company which arise from, among other things, the sale of certain assets as a result of taxable income allocation rules in the United States. The Company will retain the benefit of the remaining 15% of these tax savings.
The Company accounts for liabilities arising from the TRA as a loss contingency recorded within "Accounts payable, accrued expenses and other." Changes in the liability, other than those due to Exchange Transactions, are measured and recorded when estimated amounts due under the TRA are probable and can be reasonably estimated, and reported as part of "Other expense/(income)" in the condensed consolidated statements of operations. In any period in which the Company acquires additional units of Holdings LLC by means of an Exchange Transaction, the Company records the related adjustment to the TRA liability as an adjustment to equity. See Note 9 - Accounts Payable, Accrued Expenses and Other for further information.
Related Party Transactions
The Company enters into various transactions with related parties. See Note 14 – Related Party Transactions for further information.
Public and Private Warrants
As part of Gores Holdings IV, Inc.'s initial public offering ("IPO") in January 2020, Gores Holdings IV, Inc. issued to third party investors 42.5 million units, consisting of one share of Class A common stock of Gores Holdings IV, Inc. and one-fourth of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, Gores Holdings IV, Inc. completed the private sale of 5.25 million warrants to Gores Holdings IV, Inc.'s sponsor at a purchase price of $2.00 per warrant (the “Private Warrants”). Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. Upon the closing of the business combination transaction, the Company had 10,624,987 Public Warrants and 5,250,000 Private Warrants outstanding.
The Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants were not transferable, assignable or salable until after the completion of the business combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
The Company evaluated the relevant terms of the warrants under applicable U.S. GAAP and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Public and Private Warrants meet the definition of derivatives, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the business combination transaction and subsequently measures the warrants at fair value (recorded within "Accounts payable, accrued expenses and other"), with the change in their respective fair values recognized in the condensed consolidated statement of operations (recorded within "Other expense/(income)").
Stock-Based Compensation
Effective upon the closing of the business combination transaction, the Company adopted the UWM Holdings Corporation 2020 Omnibus Incentive Plan (the “2020 Plan”) which was approved by stockholders on January 20, 2021. The 2020 Plan allows for the grant of stock options, restricted stock, restricted stock units (“RSUs”), and stock appreciation rights. Pursuant to the 2020 Plan, the Company reserved a total of 80,000,000 shares of common stock for issuance of stock-based compensation awards, and 56,827,376 shares remained available for issuance under the 2020 Plan as of September 30, 2024. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period based on the fair value of the award on the date of grant and is included in "Salaries, commissions and benefits" on the condensed consolidated statements of operations. The Company made a policy election to recognize the effects of forfeitures as they occur. See Note 16 – Stock-based Compensation for further information.
Recently Adopted Accounting Standards
In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-1, Leases (Topic 842): Common Control Arrangements, which amends certain provisions of ASU 2016-2, Leases (Topic 842). This guidance requires all lessees in a lease with a lessor under common control to amortize leasehold improvements over the useful life of the common control group and provides new guidance for recognizing a transfer of assets between entities under common control as an adjustment to equity when the lessee no longer controls the use of the underlying asset. There was no impact on the Company's condensed consolidated financial statements from adopting this standard effective the fiscal year beginning January 1, 2024.
Accounting Standards Issued but Not Yet Effective
In November 2023, the FASB issued ASU 2023-7, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires enhanced disclosure of significant segment expenses on an annual and interim basis. The ASU is effective on a retrospective basis for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024. The Company will adopt ASU 2023-7 beginning with its fiscal year ended December 31, 2024.
In December 2023, the FASB issued ASU 2023-9, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, and early adoption is permitted for annual financial statements that have not yet been issued or made
available for issuance. The Company will include the required disclosures in its condensed consolidated financial statements once adopted.
NOTE 2 – MORTGAGE LOANS AT FAIR VALUE
The table below includes the estimated fair value and unpaid principal balance (“UPB”) of mortgage loans that have contractual principal amounts and for which the Company has elected the fair value option. The fair value option has been elected for mortgage loans, as this accounting treatment best reflects the economic consequences of the Company’s mortgage origination and related hedging and risk management activities. The difference between the UPB and estimated fair value is made up of the premiums paid on mortgage loans, as well as the fair value adjustment as of the balance sheet date. The change in fair value adjustment is recorded in the “Loan production income” line item of the condensed consolidated statements of operations.
| | | | | | | | | | | |
| (In thousands) | September 30,
2024 | | December 31,
2023 |
| Mortgage loans, unpaid principal balance | $ | 9,945,707 | | | $ | 5,380,119 | |
| Premiums paid on mortgage loans | 117,241 | | | 55,112 | |
| Fair value adjustment | 78,735 | | | 14,653 | |
| Mortgage loans at fair value | $ | 10,141,683 | | | $ | 5,449,884 | |
NOTE 3 – DERIVATIVES
The Company enters into interest rate lock commitments (“IRLCs”) to originate residential mortgage loans at specified interest rates and terms within a specified period of time with customers who have applied for a loan and may meet certain credit and underwriting criteria. To determine the fair value of the IRLCs, each contract is evaluated based upon its stage in the application, approval and origination process for its likelihood of consummating the transaction (or “pullthrough”). Pullthrough is estimated based on changes in market conditions, loan stage, and actual borrower behavior using a historical analysis of IRLC closing rates. Generally, the further into the process the more likely that the IRLC will convert to a loan. The blended average pullthrough rate was 78% and 76% as of September 30, 2024 and December 31, 2023, respectively. The Company primarily uses forward loan sale commitments (“FLSCs”) to economically hedge its pipeline of IRLCs and mortgage loans at fair value. During the second quarter of 2024, the Company entered into interest rate swap futures as part of its overall interest rate mitigation strategy. These other derivative financial instruments are measured at estimated fair value with changes in fair value recorded in the condensed consolidated statements of operations within "Gain on other interest rate derivatives."
The notional amounts and fair values of derivative financial instruments not designated as hedging instruments were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2024 | | December 31, 2023 | |
| Fair value | | | | Fair value | | | |
| | Derivative
assets | | Derivative
liabilities | | Notional
Amount | | Derivative
assets | | Derivative
liabilities | | Notional
Amount | |
| IRLCs | $ | 23,151 | | | $ | 23,319 | | | $ | 13,583,573 | | (a) | $ | 29,623 | | | $ | 2,933 | | | $ | 6,264,727 | | (a) |
| FLSCs | 43,826 | | | 4,952 | | | 17,259,672 | | | 3,396 | | | 37,848 | | | 10,469,975 | | |
Interest rate swap futures | — | | | 65,328 | | | 8,420,000 | | | — | | | — | | | — | | |
| Total | $ | 66,977 | | | $ | 93,599 | | | | | $ | 33,019 | | | $ | 40,781 | | | | |
(a)Notional amounts have been adjusted for pullthrough rates of 78% and 76% as of September 30, 2024 and December 31, 2023, respectively.
NOTE 4 – ACCOUNTS RECEIVABLE, NET
The following summarizes accounts receivable, net (in thousands):
| | | | | | | | | | | |
| | September 30,
2024 | | December 31,
2023 |
Margin deposits | $ | 208,323 | | | $ | 97,109 | |
| Servicing fees | 133,472 | | | 164,629 | |
| Servicing advances | 89,687 | | | 177,021 | |
| Receivables from sales of servicing | 63,756 | | | 48,936 | |
| Origination receivables | 61,084 | | | 26,426 | |
| Derivative settlements receivable | 8,761 | | | 1,794 | |
| Other receivables | 532 | | | 753 | |
| Provision for current expected credit losses | (3,714) | | | (4,598) | |
| Total accounts receivable, net | $ | 561,901 | | | $ | 512,070 | |
The Company periodically evaluates the carrying value of accounts receivable balances with delinquent receivables being written-off based on specific credit evaluations and circumstances of the debtor.
NOTE 5 – MORTGAGE SERVICING RIGHTS
Mortgage servicing rights are recognized on the condensed consolidated balance sheets when loans are sold and the associated servicing rights are retained. The Company's MSRs are measured at fair value, which is determined using a valuation model that calculates the present value of estimated future net servicing cash flows. The model includes estimates of prepayment speeds, discount rate, cost to service, float earnings, contractual servicing fee income, and ancillary income and late fees, among others. These estimates are supported by market and economic data collected from various external sources.
The unpaid principal balance of mortgage loans serviced for others approximated $212.2 billion and $299.5 billion at September 30, 2024 and December 31, 2023, respectively. Conforming conventional loans serviced by the Company have previously been sold to Fannie Mae and Freddie Mac on a non-recourse basis, whereby credit losses are generally the responsibility of Fannie Mae and Freddie Mac, and not the Company. Loans serviced for Ginnie Mae are insured by the FHA, guaranteed by the VA, or insured by other applicable government programs. While the above guarantees and insurance are the responsibility of those parties, the Company is still subject to potential losses related to its servicing of these loans. Those estimated losses are incorporated into the valuation of MSRs.
The following table summarizes changes in the MSR assets for the three and nine months ended September 30, 2024 and 2023 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended September 30, | | For the nine months ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 | | |
| Fair value, beginning of period | $ | 2,650,090 | | | $ | 4,224,207 | | | $ | 4,026,136 | | | $ | 4,453,261 | | | |
| Capitalization of MSRs | 761,928 | | | 637,280 | | | 1,980,550 | | | 1,803,648 | | | |
MSR and excess servicing sales | (186,633) | | | (617,474) | | | (2,667,665) | | | (1,721,827) | | | |
| Changes in fair value: | | | | | | | | | |
Due to changes in valuation inputs or assumptions | (263,893) | | | 236,044 | | | (161,056) | | | 177,655 | | | |
| Due to collection/realization of cash flows/other | (161,438) | | | (127,838) | | | (377,911) | | | (360,518) | | | |
| | | | | | | | | |
| Fair value, end of period | $ | 2,800,054 | | | $ | 4,352,219 | | | $ | 2,800,054 | | | $ | 4,352,219 | | | |
The following is a summary of the components of the total change in fair value of MSRs as reported in the condensed consolidated statements of operations (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended September 30, | | For the nine months ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 | | |
| Changes in fair value: | | | | | | | | | |
| Due to changes in valuation inputs and assumptions | $ | (263,893) | | | $ | 236,044 | | | $ | (161,056) | | | $ | 177,655 | | | |
| Due to collection/realization of cash flows and other | (161,438) | | | (127,838) | | | (377,911) | | | (360,518) | | | |
| | | | | | | | | |
| Net reserves and transaction costs on sales of servicing rights | (20,769) | | | (15,297) | | | (65,181) | | | (36,867) | | | |
| Changes in fair value of mortgage servicing rights | $ | (446,100) | | | $ | 92,909 | | | $ | (604,148) | | | $ | (219,730) | | | |
During the three months ended September 30, 2024 and 2023, the Company sold MSRs on loans with an aggregate UPB of approximately $7.4 billion and $37.5 billion, respectively, for proceeds of approximately $68.4 million and $496.3 million, respectively. In addition, during the three months ended September 30, 2024 and 2023, the Company sold excess servicing cash flows on certain agency loans with a total UPB of approximately $15.4 billion and $14.7 billion, respectively, for proceeds of approximately $118.4 million and $123.2 million, respectively. In connection with these sales, the Company recorded $20.8 million and $15.3 million, respectively, for its estimated obligation for protection provisions granted to the buyers and transaction costs, which is reflected as part of the change in fair value of MSRs in the condensed consolidated statements of operations.
During the nine months ended September 30, 2024 and 2023, the Company sold MSRs on loans with an aggregate UPB of approximately $160.9 billion and $99.2 billion, respectively, for proceeds of approximately $2.3 billion and $1.3 billion, respectively. In addition, during the nine months ended September 30, 2024 and 2023, the Company sold excess servicing cash flows on certain agency loans with a total UPB of approximately $42.7 billion and $78.1 billion, respectively, for proceeds of approximately $333.8 million and $428.7 million, respectively. In connection with these sales, the Company recorded $65.2 million and $36.9 million, respectively, for its estimated obligation for protection provisions granted to the buyers and transaction costs, which is reflected as part of the change in fair value of MSRs in the condensed consolidated statements of operations.
The following table summarizes the loan servicing income recognized during the three and nine months ended September 30, 2024 and 2023, respectively (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended September 30, | | For the nine months ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 | | |
| Contractual servicing fees | $ | 131,614 | | | $ | 196,509 | | | $ | 451,399 | | | $ | 600,960 | | | |
| Late, ancillary and other fees | 3,139 | | | 3,919 | | | 11,966 | | | 11,245 | | | |
| Loan servicing income | $ | 134,753 | | | $ | 200,428 | | | $ | 463,365 | | | $ | 612,205 | | | |
The key unobservable inputs used in determining the fair value of the Company’s MSRs were as follows at September 30, 2024 and December 31, 2023, respectively: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30,
2024 | | December 31,
2023 |
| Range | | Weighted Average | | Range | | Weighted Average |
| Discount rates | 9.5 | % | — | 16.0 | % | | 11.0 | % | | 10.0 | % | — | 16.0 | % | | 11.1 | % |
| Annual prepayment speeds | 4.5 | % | — | 23.3 | % | | 9.8 | % | | 5.3 | % | — | 21.9 | % | | 9.6 | % |
| Cost of servicing | $74 | | — | $119 | | | $83 | | | $74 | | — | $111 | | | $84 | |
The hypothetical effect of adverse changes in these key assumptions would result in a decrease in fair values as follows at September 30, 2024 and December 31, 2023, respectively, (in thousands):
| | | | | | | | | | | |
| | September 30,
2024 | | December 31,
2023 |
| Discount rate: | | | |
| + 10% adverse change – effect on value | $ | (113,254) | | | $ | (140,727) | |
| + 20% adverse change – effect on value | (217,288) | | | (269,702) | |
| Prepayment speeds: | | | |
| + 10% adverse change – effect on value | $ | (105,866) | | | $ | (124,651) | |
| + 20% adverse change – effect on value | (203,720) | | | (240,082) | |
| Cost of servicing: | | | |
| + 10% adverse change – effect on value | $ | (26,082) | | | $ | (31,869) | |
| + 20% adverse change – effect on value | (52,164) | | | (63,738) | |
These sensitivities are hypothetical and should be used with caution. As the table demonstrates, the Company’s methodology for estimating the fair value of MSRs is highly sensitive to changes in assumptions. For example, actual prepayment experience may differ, and any difference may have a material effect on MSR fair value. Changes in fair value resulting from changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in the table above, the effect of a variation in a particular assumption of the fair value of the MSRs is calculated without changing any other assumption; in reality, changes in one factor may be associated with changes in another (for example, decreases in market interest rates may indicate higher prepayments; however, this may be partially offset by lower prepayments due to other factors such as a borrower’s diminished opportunity to refinance, or lower discount rates as investors may accept lower returns in a lower interest rate environment), which may magnify or counteract the sensitivities. Thus, any measurement of MSR fair value is limited by the conditions existing and assumptions made as of a particular point in time. Those assumptions may not be appropriate if they are applied to a different point in time.
NOTE 6 – WAREHOUSE AND OTHER SECURED LINES OF CREDIT
Warehouse Lines of Credit
The Company had the following warehouse lines of credit with financial institutions as of September 30, 2024 and December 31, 2023, respectively, (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Warehouse Lines of Credit 1, 5 | | Date of Initial Agreement With Warehouse Lender | | Current Agreement Expiration Date | | Total Advanced Against Line as of September 30,
2024 | | Total Advanced Against Line as of December 31,
2023 |
|
Master Repurchase Agreement ("MRA") Funding Limits as of September 30, 2024: | | | | | | | | |
$300 Million | | 2/26/2016 | | 12/19/2024 | | $ | 276,679 | | | $ | 271,179 | |
$3.0 Billion | | 12/31/2014 | | 2/19/2025 | | 2,530,592 | | | 1,252,169 | |
$750 Million | | 3/7/2019 | | 2/20/2025 | | 675,758 | | | 213,556 | |
$500 Million | | 4/23/2021 | | 4/23/2025 | | 449,259 | | | 103,729 | |
$500 Million | | 2/29/2012 | | 5/16/2025 | | 453,645 | | | 489,117 | |
$1.0 Billion | | 7/24/2020 | | 8/28/2025 | | 944,551 | | | 791,760 | |
$1.0 Billion4 | | 7/10/2012 | | 9/30/2025 | | 674,412 | | | 175,604 | |
$4.0 Billion | | 5/9/2019 | | 11/28/2025 | | 2,649,879 | | | 1,475,368 | |
$500 Million | | 10/30/2020 | | 6/26/2026 | | 447,935 | | | 75,691 | |
| | | | | | | | |
| Early Funding: | | | | | | | | |
| $600 Million (ASAP + - see below) | | | No expiration | | — | | | — | |
| $750 Million (EF - see below) | | | | No expiration | | 105,036 | | | 53,917 | |
| | | | | | | |
| | $ | 9,207,746 | | | $ | 4,902,090 | |
| All interest rates are variable based upon a spread to SOFR or other alternative index. |
1 An aggregate of $750.0 million of these line amounts is committed as of September 30, 2024.
2 Subsequent to September 30, 2024, the funding limit on this line was increased to $1.0 billion.
3 Subsequent to September 30, 2024, the funding limit on this line was increased to $750.0 million.
4 Subsequent to September 30, 2024, the funding limit on this line was increased to $1.5 billion, $150.0 million of which is committed, for a total of $900.0 million of committed line amounts as of October 31, 2024.
5 Interest rates under these funding facilities are based on a reference interest rate benchmark plus a spread, which ranged from 1.35% to 1.95% for substantially all of our loan production volume as of September 30, 2024.
We are an approved lender for loan early funding facilities with Fannie Mae through its As Soon As Pooled Plus (“ASAP+”) program and Freddie Mac through its Early Funding (“EF”) program. As an approved lender for these early funding programs, we enter into an agreement to deliver closed and funded one-to-four family residential mortgage loans, each secured by related mortgages and deeds of trust, and receive funding in exchange for such mortgage loans in some cases before we have grouped them into pools to be securitized by Fannie Mae or Freddie Mac. All such mortgage loans must adhere to a set of eligibility criteria to be acceptable. As of September 30, 2024, no amount was outstanding through the ASAP+ program and $105.0 million was outstanding through the EF program.
As of September 30, 2024, the Company had pledged mortgage loans at fair value as collateral under the above warehouse lines of credit. The above agreements also contain covenants which include certain financial requirements, including maintenance of minimum tangible net worth, minimum liquidity, maximum debt to net worth ratio, and net income, as defined in the agreements. The Company was in compliance with all of these covenants as of September 30, 2024.
MSR Facilities
In the third quarter of 2022, the Company's consolidated subsidiary, UWM, entered into a Loan and Security Agreement with Citibank, N.A., providing UWM with up to $1.5 billion of uncommitted borrowing capacity to finance the origination, acquisition or holding of certain mortgage servicing rights (the “MSR Facility”). The MSR Facility is collateralized by all of UWM's mortgage servicing rights that are appurtenant to mortgage loans pooled in securitization by Fannie Mae or Freddie Mac that meet certain criteria. Available borrowings under the MSR Facility are based on the fair market value of the collateral. Borrowings under the MSR Facility bear interest based on SOFR plus an applicable margin. The MSR Facility
contains covenants which include certain financial requirements, including maintenance of minimum tangible net worth, minimum liquidity, maximum debt to net worth ratio, and net income as defined in the agreement.
On June 27, 2024, UWM and Citibank, N.A. amended both the Loan and Security Agreement and the warehouse facility agreement between the parties. These amendments increased the combined total uncommitted borrowing capacity of the MSR Facility and the warehouse facility to $2.0 billion and extended the maturity dates to June 26, 2026. All other material terms of these agreements remained the same. As of September 30, 2024, the Company was in compliance with all applicable covenants. As of September 30, 2024 and December 31, 2023, $150.0 million and $500.0 million was outstanding under the MSR Facility, respectively.
In the first quarter of 2023, the Company's consolidated subsidiary, UWM, entered into a Credit Agreement with Goldman Sachs Bank USA, providing UWM with up to $500.0 million of uncommitted borrowing capacity to finance the origination, acquisition or holding of certain mortgage servicing rights (the "GNMA MSR facility"). The GNMA MSR facility is collateralized by all of UWM's mortgage servicing rights that are appurtenant to mortgage loans pooled in securitization by Ginnie Mae that meet certain criteria. Available borrowings under the GNMA MSR facility are based on the fair market value of the collateral. Borrowings under the GNMA MSR facility bear interest based on SOFR plus an applicable margin. The GNMA MSR Facility contains covenants which include certain financial requirements, including maintenance of minimum tangible net worth, minimum liquidity, maximum debt to net worth ratio, and net income as defined in the agreement. As of September 30, 2024, the Company was in compliance with all applicable covenants. The draw period for the GNMA MSR facility ends on March 20, 2026, and the facility has a maturity date of March 20, 2027. As of September 30, 2024 and December 31, 2023, $150.0 million and $250.0 million was outstanding under the GNMA MSR facility, respectively.
The weighted average interest rate charged for borrowings under our MSR facilities was 8.14% and 9.04% for the three months ended September 30, 2024 and 2023, respectively, and 8.92% and 8.71% for the nine months ended September 30, 2024 and 2023, respectively.
Outstanding borrowings under the MSR facilities are reported within the "Secured lines of credit" financial statement line item on the condensed consolidated balance sheets.
NOTE 7 – OTHER BORROWINGS
Senior Notes
The following is a summary of the senior unsecured notes issued by the Company (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Facility Type | | Maturity Date | | Interest Rate | | Outstanding Principal at September 30, 2024 | | Outstanding Principal at December 31, 2023 |
| | | | | | |
2025 Senior Unsecured Notes(1) | | 11/15/2025 | | 5.50 | % | | $ | 800,000 | | | $ | 800,000 | |
2029 Senior Unsecured Notes(2) | | 04/15/2029 | | 5.50 | % | | 700,000 | | | 700,000 | |
2027 Senior Unsecured Notes(3) | | 06/15/2027 | | 5.75 | % | | 500,000 | | | 500,000 | |
| Total Senior Unsecured Notes | | | | | | $ | 2,000,000 | | | $ | 2,000,000 | |
| | | | | | | | |
| Weighted average interest rate | | | | | | 5.56 | % | | 5.56 | % |
(1) Unamortized debt issuance costs and discounts are presented net against the 2025 Senior Notes reducing the amount reported on the condensed consolidated balance sheets by $2.5 million and $4.1 million as of September 30, 2024 and December 31, 2023, respectively.
(2) Unamortized debt issuance costs and discounts are presented net against the 2029 Senior Notes reducing the amount reported on the condensed consolidated balance sheets by $4.0 million and $4.6 million as of September 30, 2024 and December 31, 2023, respectively.
(3) Unamortized debt issuance costs and discounts are presented net against the 2027 Senior Notes reducing the amount reported on the condensed consolidated balance sheets by $2.3 million and $3.0 million as of September 30, 2024 and December 31, 2023, respectively.
2025 Senior Notes
On November 3, 2020, the Company's consolidated subsidiary, UWM, issued $800.0 million in aggregate principal amount of senior unsecured notes due November 15, 2025 (the “2025 Senior Notes”). The 2025 Senior Notes accrue interest at a rate of 5.500% per annum. Interest on the 2025 Senior Notes is due semi-annually on May 15 and November 15 of each year.
Beginning on November 15, 2022, the Company may, at its option, redeem the 2025 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: November 15, 2022 at 102.750%; November 15, 2023 at 101.375%; or November 15, 2024 until maturity at 100%, of the principal amount of the 2025 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.
2029 Senior Notes
On April 7, 2021, the Company's consolidated subsidiary, UWM, issued $700.0 million in aggregate principal amount of senior unsecured notes due April 15, 2029 (the “2029 Senior Notes”). The 2029 Senior Notes accrue interest at a rate of 5.500% per annum. Interest on the 2029 Senior Notes is due semi-annually on April 15 and October 15 of each year.
Beginning on April 15, 2024, the Company may, at its option, redeem the 2029 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: April 15, 2024 at 102.750%; April 15, 2025 at 101.375%; or April 15, 2026 until maturity at 100%, of the principal amount of the 2029 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.
2027 Senior Notes
On November 22, 2021, the Company's consolidated subsidiary, UWM, issued $500.0 million in aggregate principal amount of senior unsecured notes due June 15, 2027 (the "2027 Senior Notes"). The 2027 Senior Notes accrue interest at a rate of 5.750% per annum. Interest on the 2027 Senior Notes is due semi-annually on June 15 and December 15 of each year.
Beginning on June 15, 2024, the Company may, at its option, redeem the 2027 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: June 15, 2024 at 102.875%; June 15, 2025 at 101.438%; or June 15, 2026 until maturity at 100.000%, of the principal amount of the 2027 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.
The indentures governing the 2025, 2029 and 2027 Senior Notes contain operating covenants and restrictions, subject to a number of exceptions and qualifications. The Company was in compliance with the terms of the indentures as of September 30, 2024.
Revolving Credit Facility
On August 8, 2022, UWM entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”) between UWM, as the borrower, and SFS Corp., as the lender. The Revolving Credit Agreement provides for, among other things, a $500.0 million unsecured revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility had an initial one-year term and automatically renews for successive one-year periods unless terminated by either party. Amounts borrowed under the Revolving Credit Facility may be borrowed, repaid and reborrowed from time to time, and accrue interest at the Applicable Prime Rate (as defined in the Revolving Credit Agreement). UWM may utilize the Revolving Credit Facility in connection with: (i) operational and investment activities, including but not limited to funding and/or advances related to (a) servicing rights, (b) ‘scratch and dent’ loans, (c) margin requirements, and (d) equity in loans held for sale; and (ii) general corporate purposes.
The Revolving Credit Agreement contains certain financial and operating covenants and restrictions, subject to a number of exceptions and qualifications, and the availability of funds under the Revolving Credit Facility is subject to the Company's continued compliance with these covenants. The Company was in compliance with these covenants as of September 30, 2024. No amounts were outstanding under the Revolving Credit Facility as of September 30, 2024 or December 31, 2023.
NOTE 8 – COMMITMENTS AND CONTINGENCIES
Representations and Warranties Reserve
Loans sold to investors, which the Company believes met investor and agency underwriting guidelines at the time of sale, may be subject to repurchase by the Company in the event of specific default by the borrower or upon subsequent discovery that underwriting or documentation standards were not explicitly satisfied. The Company may, upon mutual agreement, indemnify the investor against future losses on such loans or be subject to other guaranty requirements and subject
to loss. The Company initially records its exposure under such guarantees at estimated fair value upon the sale of the related loan, within "Accounts payable, accrued expenses, and other" as well as within "loan production income" and continues to evaluate its on-going exposures in subsequent periods. The reserve is estimated based on the Company’s assessment of its obligations, including expected losses, expected frequency, the overall potential remaining exposure, as well as an estimate for a market participant’s potential readiness to stand by to perform on such obligations. The Company repurchased $50.1 million and $40.4 million in UPB of loans during the three months ended September 30, 2024 and 2023, respectively, and $185.6 million and $201.9 million in UPB of loans during the nine months ended September 30, 2024 and 2023, respectively, related to its representations and warranties obligations.
The activity of the representations and warranties reserve was as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended September 30, | | For the nine months ended September 30, |
| | 2024 | | 2023 | | 2024 | | 2023 | | |
| Balance, beginning of period | $ | 70,543 | | | $ | 59,093 | | | $ | 62,865 | | | $ | 60,495 | | | |
| Additions | 16,329 | | | 12,181 | | | 40,185 | | | 39,811 | | | |
Loss realized, net of adjustments | 1,964 | | | (8,221) | | | (14,214) | | | (37,253) | | | |
| Balance, end of period | $ | 88,836 | | | $ | 63,053 | | | $ | 88,836 | | | $ | 63,053 | | | |
Commitments to Originate Loans
As of September 30, 2024, the Company had agreed to extend credit to potential borrowers for approximately $66.4 billion. These contracts represent off-balance sheet credit risk where the Company may be required, subject to completion of underwriting, to extend credit to these borrowers based on the prevailing interest rates and prices at the time of execution. Commitments to originate loans do not necessarily reflect future cash requirements as some commitments are expected to expire without being drawn upon.
Legal and Regulatory Matters
The Company operates in a heavily regulated industry that is highly sensitive to consumer protection, and is subject to numerous federal, state and local laws. The Company is routinely involved in consumer complaints, regulatory actions and legal proceedings in the ordinary course of our business. The Company is also routinely involved in state regulatory audits and examinations, and occasionally involved in other governmental proceedings arising in connection with our business activities. Based on the Company's assessment of the facts and circumstances associated with these matters, we do not believe any of the legal or regulatory matters with which the Company is currently involved, individually or in the aggregate, will have a material adverse effect on our financial position, results of operations, or cash flows. However, actual outcomes may differ from those expected and could have a material effect on our financial position, results of operations, or cash flows in a future period.
NOTE 9 - ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER
The following summarizes accounts payable, accrued expenses and other (in thousands):
| | | | | | | | | | | |
| September 30, 2024 | | December 31, 2023 |
Servicing fees payable | $ | 95,256 | | | $ | 99,694 | |
Representations and warranties reserve | 88,836 | | | 62,865 | |
| Accrued compensation and benefits | 88,372 | | | 82,745 | |
| Accrued interest and bank fees | 70,062 | | | 24,985 | |
Derivative settlements payable | 53,783 | | | 64,777 | |
Other accrued expenses | 52,734 | | | 12,199 | |
| TRA liability | 32,820 | | | 15,494 | |
| Other accounts payable | 31,918 | | | 43,174 | |
| Investor payables | 27,716 | | | 25,001 | |
| Deferred tax liability | 21,130 | | | 30,334 | |
Public and Private Warrants | 11,238 | | | 7,833 | |
Total accounts payable, accrued expenses and other | $ | 573,865 | | | $ | 469,101 | |
NOTE 10 – VARIABLE INTEREST ENTITIES
Upon completion of the business combination transaction described in Note 1, the Company became the managing member of Holdings LLC with 100% of the management and voting power in Holdings LLC. In its capacity as managing member, the Company has the sole authority to make decisions on behalf of Holdings LLC and bind Holdings LLC to signed agreements. Further, Holdings LLC maintains separate capital accounts for its investors as a mechanism for tracking earnings and subsequent distribution rights.
Management concluded that the Company is Holdings LLC’s primary beneficiary. As the primary beneficiary, the Company consolidates the results and operations of Holdings LLC for financial reporting purposes under the variable interest entity (“VIE”) consolidation model.
The Company's relationship with Holdings LLC results in no recourse to the general credit of the Company. Holdings LLC and its consolidated subsidiaries represent the Company's sole investment. The Company shares in the income and losses of Holdings LLC in direct proportion to the Company's ownership interest. Further, the Company has no contractual requirement to provide financial support to Holdings LLC.
The Company's financial position, performance and cash flows effectively represent those of Holdings LLC and its consolidated subsidiaries as of and for the three and nine months ended September 30, 2024 and 2023.
In 2021, UWM began selling some of the mortgage loans that it originates through UWM's private label securitization transactions. There have been no loan sales through UWM's private label securitization transactions since 2021. In executing these transactions, the Company sells mortgage loans to a securitization trust for cash and, in some cases, retained interests in the trust. The securitization entities are funded through the issuance of beneficial interests in the securitized assets. The beneficial interests take the form of trust certificates, some of which are sold to investors and some of which may be retained by the Company due to regulatory requirements. Retained beneficial interests consist of a 5% vertical interest in the assets of the securitization trusts, in order to comply with the risk retention requirements applicable to certain of the Company's securitization transactions. The Company has elected the fair value option for subsequently measuring the retained beneficial interests in the securitization trusts, and these investments are presented as “Investment securities at fair value, pledged” in the condensed consolidated balance sheet as of September 30, 2024 and December 31, 2023. Changes in the fair value of these retained beneficial interests are reported as part of "Other expense (income)" in the condensed consolidated statements of operations. The Company also retains the servicing rights on the securitized mortgage loans. The Company has accounted for these transactions as sales of financial assets.
The securitization trusts that purchase the mortgage loans from the Company and securitize those mortgage loans are VIEs, and the Company holds variable interests in certain of these entities. Because the Company does not have the obligation to absorb the VIEs’ losses or the right to receive benefits from the VIEs that could potentially be significant to the VIEs, the Company is not the primary beneficiary of these securitization trusts and is not required to consolidate these VIEs. The Company separately entered into sale and repurchase agreements for a portion of the retained beneficial interests in the securitization trusts, which have been accounted for as borrowings against investment securities. As of September 30, 2024, $106.6 million of the $109.0 million of investment securities at fair value have been pledged as collateral for these borrowings against investment securities. The outstanding principal balance of these borrowings was approximately $93.7 million with remaining maturities ranging from approximately one to three months as of September 30, 2024, and interest rates based on SOFR plus a spread. The Company's maximum exposure to loss in these non-consolidated VIEs is limited to the retained beneficial interests in the securitization trusts.
NOTE 11 – NON-CONTROLLING INTERESTS
The non-controlling interest balance represents the economic interest in Holdings LLC held by SFS Corp. The following table summarizes the ownership of units in Holdings LLC as of:
| | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2024 | | December 31, 2023 |
| Common Units | | Ownership Percentage | | Common Units | | Ownership Percentage |
| UWM Holdings Corporation ownership of Class A Common Units | 113,150,968 | | | 7.08 | % | | 93,654,269 | | | 5.87 | % |
| SFS Corp. ownership of Class B Common Units | 1,485,027,775 | | | 92.92 | % | | 1,502,069,787 | | | 94.13 | % |
| Balance at end of period | 1,598,178,743 | | | 100.00 | % | | 1,595,724,056 | | | 100.0 | % |
The non-controlling interest holder has the right to exchange its Paired Interests for, at the Company's option, (i) shares of the Company's Class B common stock or (ii) cash from a substantially concurrent public offering or private sale of the Company's Class A common stock (based on the price of the Company's Class A common stock in such offering). As such,
future exchanges of Paired Interests by the non-controlling interest holder will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in-capital or retained earnings when Holdings LLC has positive or negative net assets, respectively.
During the nine months ended September 30, 2024, the Company issued 2,454,687 shares of Class A common stock, net of withholdings, which primarily related to the vesting of RSUs under its stock-based compensation plan. In addition, as a result of Exchange Transactions, the Company issued 17,042,012 shares of Class B common stock, all of which were immediately converted into shares of Class A common stock. These transactions resulted in an equivalent increase in the number of Class A Common Units of Holdings LLC held by the Company, and a re-measurement of the non-controlling interest in Holdings LLC due to the change in relative ownership of Holdings LLC with no change in control. The impact of the re-measurement of the non-controlling interest is reflected in the condensed consolidated statement of changes in equity. Refer to Note 15 - Income Taxes for further information on tax impact of the Exchange Transactions.
NOTE 12 – REGULATORY NET WORTH REQUIREMENTS
Certain secondary market agencies and state regulators require UWM to maintain minimum net worth, capital, and liquidity requirements to remain in good standing with the agencies. Noncompliance with an agency’s requirements can result in such agency taking various remedial actions up to and including terminating UWM’s ability to sell loans to and service loans on behalf of the respective agency.
UWM is required to maintain certain minimum net worth, minimum liquidity, and minimum capital ratio requirements, including those established by USDA, HUD, Ginnie Mae, Freddie Mac and Fannie Mae. As of September 30, 2024, the most restrictive of these requirements require UWM to maintain a minimum net worth of $641.7 million, minimum liquidity of $322.6 million, and a minimum capital ratio of 6%. As of September 30, 2024, UWM was in compliance with these net worth, capital ratio, and liquidity requirements.
NOTE 13 – FAIR VALUE MEASUREMENTS
Fair value is defined under U.S. GAAP as the price that would be received if an asset were sold or the price that would be paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. Required disclosures include classification of fair value measurements within a three-level hierarchy (Level 1, Level 2 and Level 3). Classification of a fair value measurement within the hierarchy is dependent on the classification and significance of the inputs used to determine the fair value measurement. Observable inputs are those that are observed, implied from, or corroborated with externally available market information. Unobservable inputs represent the Company’s estimates of market participants’ assumptions.
Fair value measurements are classified in the following manner:
Level 1—Valuation is based on quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2—Valuation is based on either observable prices for identical assets or liabilities in inactive markets, observable prices for similar assets or liabilities, or other inputs that are derived directly from, or through correlation to, observable market data at the measurement date.
Level 3—Valuation is based on the Company’s or others’ models using significant unobservable assumptions at the measurement date that a market participant would use.
In determining fair value measurements, the Company uses observable inputs whenever possible. The level of a fair value measurement within the hierarchy is dependent on the lowest level of input that has a significant impact on the measurement as a whole. If quoted market prices are available at the measurement date or are available for similar instruments, such prices are used in the measurements. If observable market data is not available at the measurement date, judgement is required to measure fair value.
The following is a description of measurement techniques for items recorded at fair value on a recurring basis. There were no material items recorded at fair value on a nonrecurring basis as of September 30, 2024 or December 31, 2023.
Mortgage loans at fair value: The Company has elected the fair value option for mortgage loans. The fair values of mortgage loans are based on valuation models that use the market price for similar loans sold in the secondary market. As these prices are derived from market observable inputs, they are categorized as Level 2.
IRLCs: The Company's interest rate lock commitments are derivative instruments that are recorded at fair value based on valuation models that use the market price for similar loans sold in the secondary market. The IRLCs are then subject to an
estimated loan funding probability, or “pullthrough rate.” Given the significant and unobservable nature of the pullthrough rate assumption, IRLC fair value measurements are classified as Level 3.
FLSCs: The Company enters into forward loan sales commitments to sell certain mortgage loans which are recorded at fair value based on valuation models. The Company’s expectation of the amount of its interest rate lock commitments that will ultimately close is a factor in determining the position. The valuation models utilize the fair value of related mortgage loans determined using observable market data, and therefore, the fair value measurements of these commitments are categorized as Level 2.
Interest rate swap futures: The Company has entered into interest rate swap futures as part of its overall interest rate mitigation strategy. These financial instruments are valued based on quoted prices in an active market and are therefore categorized as Level 1.
Investment securities at fair value, pledged: The Company has previously sold mortgage loans that it originates through the UWM's private label securitization transactions. In executing these securitizations, the Company sells mortgage loans to a securitization trust for cash and, in some cases, retained interests in the trust. The Company has elected the fair value option for subsequently measuring the retained beneficial interests in the securitization trusts. The fair value of these investment securities is primarily based on observable market data and therefore categorized as Level 2.
MSRs: The fair value of MSRs is determined using a valuation model that calculates the present value of estimated future net servicing cash flows. The model includes estimates of prepayment speeds, discount rate, cost to service, float earnings, contractual servicing fee income, and ancillary income and late fees, among others. These estimates are supported by market and economic data collected from various outside sources. These fair value measurements are classified as Level 3.
Public and Private Warrants: The fair value of Public Warrants is based on quoted prices in active markets and therefore categorized as Level 1. The fair value of the Private Warrants is based on observable market data and therefore categorized as Level 2.
Financial Instruments - Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following are the major categories of financial assets and liabilities measured at fair value on a recurring basis (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | September 30, 2024 |
| Description | | Level 1 | | Level 2 | | Level 3 | | Total |
| Assets: | | | | | | | | |
| Mortgage loans at fair value | $ | — | | | $ | 10,141,683 | | | $ | — | | | $ | 10,141,683 | |
| IRLCs | | — | | | — | | | 23,151 | | | 23,151 | |
| FLSCs | | — | | | 43,826 | | | — | | | 43,826 | |
| | | | | | | | |
| Investment securities at fair value, pledged | | — | | | 108,964 | | | — | | | 108,964 | |
| Mortgage servicing rights | | — | | | — | | | 2,800,054 | | | 2,800,054 | |
| Total assets | | $ | — | | | $ | 10,294,473 | | | $ | 2,823,205 | | | $ | 13,117,678 | |
| Liabilities: | | | | | | | | |
| IRLCs | | $ | — | | | $ | — | | | $ | 23,319 | | | $ | 23,319 | |
| FLSCs | | — | | | 4,952 | | | — | | | 4,952 | |
Interest rate swap futures | | 65,328 | | | — | | | — | | | 65,328 | |
| Public and Private Warrants | | 6,375 | | | 4,863 | | | — | | | 11,238 | |
| Total liabilities | | $ | 71,703 | | | $ | 9,815 | | | $ | 23,319 | | | $ | 104,837 | |
| | | | | | | | |
| | | December 31, 2023 |
| Description | | Level 1 | | Level 2 | | Level 3 | | Total |
| Assets: | | | | | | | | |
| Mortgage loans at fair value | $ | — | | | $ | 5,449,884 | | | $ | — | | | $ | 5,449,884 | |
| IRLCs | | — | | | — | | | 29,623 | | | 29,623 | |
| FLSCs | | — | | | 3,396 | | | — | | | 3,396 | |
| Investment securities at fair value, pledged | | — | | | 110,352 | | | — | | | 110,352 | |
| Mortgage servicing rights | | — | | | — | | | 4,026,136 | | | 4,026,136 | |
| Total assets | | $ | — | | | $ | 5,563,632 | | | $ | 4,055,759 | | | $ | 9,619,391 | |
| Liabilities: | | | | | | | | |
| IRLCs | | $ | — | | | $ | — | | | $ | 2,933 | | | $ | 2,933 | |
| FLSCs | | — | | | 37,848 | | | — | | | 37,848 | |
| Public and Private warrants | | 3,078 | | | 4,755 | | | — | | | 7,833 | |
| Total liabilities | | $ | 3,078 | | | $ | 42,603 | | | $ | 2,933 | | | $ | 48,614 | |
The following table presents quantitative information about the inputs used in recurring Level 3 fair value financial instruments and the fair value measurements for IRLCs:
| | | | | | | | | | | |
| Unobservable Input - IRLCs | September 30, 2024 | | December 31, 2023 |
Pullthrough rate (weighted avg.) | 78 | % | | 76 | % |
Refer to Note 5 - Mortgage Servicing Rights for further information on the unobservable inputs used in measuring the fair value of the Company’s MSRs and for the roll-forward of MSRs for the three and nine months ended September 30, 2024.
Level 3 Issuances and Transfers
The Company enters into IRLCs which are considered derivatives. If the contract converts to a loan, the implied value, which is solely based upon interest rate changes, is incorporated in the basis of the fair value of the loan. If the IRLC does not convert to a loan, the basis is reduced to zero as the contract has no continuing value. The Company does not track the basis of the individual IRLCs that convert to a loan, as that amount has no relevance to the presented condensed consolidated financial statements.
Other Financial Instruments
The following table presents the carrying amounts and estimated fair value of the Company's financial liabilities that are not measured at fair value on a recurring or nonrecurring basis (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2024 | | December 31, 2023 |
| | Carrying Amount | | Estimated Fair Value | | Carrying Amount | | Estimated Fair Value |
| 2025 Senior Notes, due 11/15/25 | | $ | 797,536 | | | $ | 799,032 | | | $ | 795,894 | | | $ | 795,144 | |
| 2029 Senior Notes, due 4/15/29 | | 696,027 | | | 682,255 | | | 695,370 | | | 662,396 | |
| 2027 Senior Notes, due 6/15/27 | | 497,653 | | | 497,330 | | | 497,003 | | | 490,825 | |
| | $ | 1,991,216 | | | $ | 1,978,617 | | | $ | 1,988,267 | | | $ | 1,948,365 | |
The fair value of the 2025, 2029 and 2027 Senior Notes was estimated using Level 2 inputs, including observable trading information from independent sources.
Due to their nature and respective terms (including the variable interest rates on warehouse and other lines of credit and borrowings against investment securities), the carrying value of cash and cash equivalents, receivables, payables, borrowings against investment securities and warehouse and other lines of credit approximate their fair values as of September 30, 2024 and December 31, 2023, respectively.
NOTE 14 – RELATED PARTY TRANSACTIONS
In the normal course of business, the Company engages in the following significant related party transactions:
•The Company’s corporate campus is located in buildings and on land that are owned by entities controlled by the Company’s founder (who is a current member of the Board of Directors) and its CEO and leased by the Company from these entities. The Company also makes leasehold improvements to these properties for the benefit of the Company, for which the Company is responsible pursuant to the terms of the lease agreements;
•Legal services are provided to the Company by a law firm in which the Company’s founder is a partner;
•The Company leases aircraft owned by entities controlled by the Company’s CEO to facilitate travel of Company executives for business purposes. Our executive officers (other than the CEO) may, from time to time, be authorized by the CEO to use the aircraft for personal trips;
•Employee lease agreements, pursuant to which the Company’s team members provide certain administrative services to entities controlled by the Company’s founder and its CEO in exchange for fees paid by these entities to the Company.
For the three months ended September 30, 2024 and 2023, the Company made net payments of approximately $5.3 million and $5.1 million, respectively, to various companies related through common ownership. Such related party payments were comprised of, (i) with respect to the three months ended September 30, 2024, approximately $5.1 million in rent and other occupancy related fees and $0.2 million in legal fees and (ii) with respect to the three months ended September 30, 2023, approximately $4.9 million in rent and other occupancy related fees and $0.2 million in legal fees. The Company made no payments to unrelated third parties for pilots and ancillary services related to usage of the aircraft for the three months ended September 30, 2024 and payments of $0.1 million to unrelated third parties for pilots and ancillary services related to usage of the aircraft for the three months ended September 30, 2023.
For the nine months ended September 30, 2024 and 2023, the Company made net payments of approximately $15.2 million and $15.8 million, respectively, to various companies related through common ownership. Such related party payments were comprised of, (i) with respect to the nine months ended September 30, 2024, approximately $14.5 million in rent and other occupancy related fees, $0.5 million in legal fees, and $0.2 million in other general and administrative expenses and (ii) with respect to the nine months ended September 30, 2023, approximately $15.1 million in rent and other occupancy related fees, $0.5 million in legal fees and $0.2 million in other general and administrative expenses. Additionally, the Company made payments of $0.2 million to unrelated third parties for pilots and ancillary services related to usage of the aircraft for both the nine months ended September 30, 2024 and 2023.
UWM entered into a $500.0 million unsecured Revolving Credit Facility with SFS Corp. as the lender during the third quarter of 2022. Refer to Note 7 - Other borrowings for further details.
NOTE 15 – INCOME TAXES
For the three months ended September 30, 2024 and 2023, the Company’s effective tax rate was 1.07% and 0.24% respectively. For the nine months ended September 30, 2024 and 2023, the Company’s effective tax rate was 1.66% and 0.24% respectively. The variations between the Company’s effective tax rate and the U.S. statutory rate are primarily due to the portion (approximately 93% as of September 30, 2024 and 94% as of September 30, 2023) of the Company’s earnings attributable to non-controlling interests.
The Company’s acquisition of additional units of Holdings LLC by means of an Exchange Transaction is expected to produce, and has produced, net favorable tax effects. Each Exchange Transaction results in the Company acquiring an incremental ownership percentage of the net assets of Holdings LLC along with the temporary differences that give rise to deferred tax assets and liabilities, as well as additional tax basis in such net assets arising from the income tax treatment of each Exchange Transaction. This additional tax basis may reduce the amounts that the Company would otherwise be required to pay to federal, state, or local tax authorities in the future. To the extent that the Company’s future tax obligations are reduced, the Company will be obligated to make payments under the TRA, as discussed in Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies. The amount of the TRA liability, as well as the timing of payments related to the TRA liability, is an estimate and is subject to significant assumptions regarding the amount and timing of future taxable income.
During the three and nine months ended September 30, 2024, as a result of Exchange Transactions, the Company acquired 17,042,012 units in Holdings LLC for an equivalent number of shares of the Company’s Class B common stock, all of which was immediately converted into shares of Class A common stock. This resulted in a net decrease in the Company’s deferred tax liability related to its investment in Holdings LLC in the amount of $13.6 million, and an increase in the TRA liability in the amount of $17.1 million. The offsetting amount was recorded as an adjustment to equity. During the three and nine months ended September 30, 2023, no Exchange Transactions took place.
NOTE 16 – STOCK-BASED COMPENSATION
The following is a summary of RSU activity for the three and nine months ended September 30, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | For the three months ended September 30, | | | | |
| | | 2024 | | 2023 | | |
| | | | | Shares | | Weighted Average Grant Date Fair Value | | Shares | | Weighted Average Grant Date Fair Value | | | | |
| Unvested - beginning of period | | | | | 7,883,531 | | | $ | 6.01 | | | 6,195,404 | | | $ | 5.20 | | | | | |
| Granted | | | | | 11,138,840 | | | 7.27 | | | 105,216 | | | 6.56 | | | | | |
| Vested | | | | | (522,242) | | | 3.79 | | | (540,475) | | | 3.61 | | | | | |
| Forfeited | | | | | (246,564) | | | 6.85 | | | (106,883) | | | 5.05 | | | | | |
| Unvested - end of period | | | | | 18,253,565 | | | $ | 6.83 | | | 5,653,262 | | | $ | 5.41 | | | | | |
| | | | | | | | | | | | | | | |
| | | | | For the nine months ended September 30, |
| | | | | 2024 | | 2023 | | |
| | | | | Shares | | Weighted Average Grant Date Fair Value | | Shares | | Weighted Average Grant Date Fair Value | | | | |
| Unvested - beginning of period | | | | | 7,867,321 | | | $ | 5.89 | | | 4,005,801 | | | $ | 5.30 | | | | | |
| Granted | | | | | 13,589,182 | | | 7.14 | | | 3,371,566 | | | 5.73 | | | | | |
| Vested | | | | | (2,591,003) | | | 5.74 | | | (1,358,083) | | | 6.07 | | | | | |
| Forfeited | | | | | (611,935) | | | 6.31 | | | (366,022) | | | 4.74 | | | | | |
| Unvested - end of period | | | | | 18,253,565 | | | $ | 6.83 | | | 5,653,262 | | | $ | 5.41 | | | | | |
Stock-based compensation expense recognized for the three months ended September 30, 2024 and 2023 was $5.8 million and $3.9 million, respectively. Stock-based compensation expense recognized for the nine months ended September 30, 2024 and 2023 was $15.6 million and $9.9 million, respectively. As of September 30, 2024, there was $115.1 million of unrecognized compensation expense related to unvested awards which is expected to be recognized over a weighted average period of 4.2 years. During the nine months ended September 30, 2024, the Company granted 13.6 million RSUs with a weighted average grant date fair value of $7.14, and vesting terms ranging from immediate to seven years from the grant date.
NOTE 17 – EARNINGS PER SHARE
The Company has two classes of economic shares authorized - Class A and Class B common stock. The Company applies the two-class method for calculating earnings per share for Class A common stock and Class B common stock. In applying the two-class method, the Company allocates undistributed earnings equally on a per share basis between Class A and Class B common stock. According to the Company’s certificate of incorporation, the holders of the Class A and Class B common stock are entitled to participate in earnings equally on a per-share basis, as if all shares of common stock were of a single class, and in such dividends as may be declared by the Board of Directors. RSUs awarded as part of the Company’s stock compensation plan are included in weighted-average Class A shares outstanding in the calculation of basic earnings per share once the RSUs are vested and shares are issued.
Basic earnings (loss) per share of Class A common stock and Class B common stock is computed by dividing net income (loss) attributable to UWM Holdings Corporation by the weighted-average number of shares of Class A common stock and Class B common stock outstanding during the period. Diluted earnings (loss) per share of Class A common stock and Class B common stock is computed by dividing net income (loss) by the weighted-average number of shares of Class A common stock or Class B common stock, respectively, outstanding adjusted to give effect to potentially dilutive securities. See Note 11, Non-Controlling Interests for a description of the Paired Interests. Refer to Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies - for additional information related to the Company's capital structure.
There was no Class B common stock outstanding as of September 30, 2024 or September 30, 2023.
The following table sets forth the calculation of basic and diluted earnings (loss) per share for the periods ended September 30, 2024 and 2023 (in thousands, except shares and per share amounts):
| | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended September 30, | | For the nine months ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 | | |
Net income | $ | 31,945 | | | $ | 300,993 | | | $ | 288,762 | | | $ | 391,174 | | | |
Net income attributable to non-controlling interests | 38,240 | | | 282,762 | | | 283,277 | | | 377,326 | | | |
Net income (loss) attributable to UWMC | (6,295) | | | 18,231 | | | 5,485 | | | 13,848 | | | |
| Numerator: | | | | | | | | | |
Net income (loss) attributable to Class A common shareholders | $ | (6,295) | | | $ | 18,231 | | | $ | 5,485 | | | $ | 13,848 | | | |
Net income (loss) attributable to Class A common shareholders - diluted | $ | (6,295) | | | $ | 234,712 | | | $ | 5,485 | | | $ | 13,848 | | | |
| Denominator: | | | | | | | | | |
| Weighted average shares of Class A common stock outstanding - basic | 99,801,301 | | | 93,290,736 | | | 96,530,282 | | | 93,107,576 | | | |
| Weighted average shares of Class A common stock outstanding - diluted | 99,801,301 | | | 1,596,624,780 | | | 96,530,282 | | | 93,107,576 | | | |
Earnings (loss) per share of Class A common stock outstanding - basic | $ | (0.06) | | | $ | 0.20 | | | $ | 0.06 | | | $ | 0.15 | | | |
Earnings (loss) per share of Class A common stock outstanding - diluted | $ | (0.06) | | | $ | 0.15 | | | $ | 0.06 | | | $ | 0.15 | | | |
For purposes of calculating diluted earnings per share, it was assumed that the outstanding shares of Class D common stock were exchanged for Class B common stock and converted to Class A common stock under the if-converted method, and it was determined that the conversion would be anti-dilutive for the three and nine months ended September 30, 2024 and nine months ended September 30, 2023, and dilutive for the three months ended September 30, 2023. Under the if-converted method, all of the Company's net income (loss) for the applicable periods is attributable to Class A common shareholders. The net income (loss) of the Company under the if-converted method is calculated including an estimated income tax provision which is determined using a blended statutory effective tax rate.
The Public and Private Warrants were not in the money and the triggering events for the issuance of earn-out shares were not met during the three or nine months ended September 30, 2024 and 2023. Therefore, these potentially dilutive securities were excluded from the computation of diluted earnings per share. Unvested RSUs have been considered in the calculations of diluted earnings per share for the three and nine months ended September 30, 2024 and 2023 using the treasury stock method and the impact was either anti-dilutive or immaterial.
NOTE 18 – SUBSEQUENT EVENTS
Subsequent to September 30, 2024, the Board declared a cash dividend of $0.10 per share on the outstanding shares of Class A common stock. The dividend is payable on January 9, 2025 to stockholders of record at the close of business on December 19, 2024. Additionally, the Board approved a proportional distribution to SFS Corp. of $144.0 million which is payable on or around January 9, 2025.
Subsequent to September 30, 2024, as a result of Exchange Transactions, the Company acquired 44,695,677 units in Holdings LLC for an equivalent number of shares of the Company’s Class B common stock, all of which was immediately converted into shares of Class A common stock.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by reference to, our condensed consolidated financial statements and the related notes and other information included elsewhere in this Quarterly Report on Form 10-Q (the “Form 10-Q”). This discussion and analysis contains forward-looking statements that involve risks and uncertainties which could cause our actual results to differ materially from those anticipated in these forward-looking statements, including, but not limited to, risks and uncertainties discussed under the heading “Cautionary Note Regarding Forward-Looking Statements,” in this report and in Part I. Item 1A. “Risk Factors” included in our Form 10-K filed with the SEC on February 28, 2024. Unless otherwise indicated or the context otherwise requires, when used in this Form 10-Q, the term “UWM” means United Wholesale Mortgage, LLC and “the Company,” “we,” “our” and “us” refer to UWM Holdings Corporation and our subsidiaries.
Business Overview
We are the largest overall residential mortgage lender in the U.S., by closed loan volume, despite originating mortgage loans exclusively through the wholesale channel. For the last nine years, including the year ended December 31, 2023 we have also been the largest wholesale mortgage lender in the U.S. by closed loan volume. With a culture of continuous innovation of technology and enhanced client experience, we lead our market by building upon our proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. We originate primarily conforming and government loans across all 50 states and the District of Columbia.
Our mortgage origination business derives revenue from originating, processing and underwriting primarily government-sponsored enterprise ("GSE") conforming mortgage loans, along with FHA, USDA and VA mortgage loans, which are subsequently pooled and sold in the secondary market. For the three and nine months ended September 30, 2024, 91% and 88%, respectively, of the loans we originated were sold to Fannie Mae or Freddie Mac, or were transferred to Ginnie Mae pools in the secondary market, while the remainder were primarily jumbo loans that are underwritten to the same “Qualified Mortgage" underwriting standards and have a similar risk profile but are sold to third party investors primarily due to loan size. The mortgage origination process generally begins with a borrower entering into an IRLC with us that is arranged by an independent mortgage broker, pursuant to which we have committed to enter into a mortgage at specified interest rates and terms within a specified period of time with a borrower who has applied for a loan and met certain credit and underwriting criteria. As we have committed to providing a mortgage loan at a specific interest rate, we generally hedge that risk by selling forward-settling mortgage-backed securities and FLSCs in the To Be Announced ("TBA") market. When the mortgage loan is closed, we fund the loan with approximately 2-3%, on average, of our own funds and the remainder with funds drawn under one of our warehouse facilities (except when we opt to "self-warehouse" in which case we use our cash to fund the entire loan). At that point, the mortgage loan is legally owned by our warehouse facility lender and is subject to our repurchase right (other than when we self-warehouse). When we have identified a pool of mortgage loans to sell to the agencies, non-governmental entities, other investors, or through our private label securitization transactions, we repurchase loans not already owned by us from our warehouse lender and sell the pool of mortgage loans into the secondary market, but in most instances retain the mortgage servicing rights, or MSRs, associated with those loans. We currently retain the majority of the MSRs associated with our production, but we have, and intend to continue to opportunistically sell MSRs depending on market conditions. This nimble approach has provided us funding flexibility, and reduced legacy MSR asset exposure. When we sell MSRs, we typically sell them in the bulk MSR secondary market.
Our unique model, focusing exclusively on the wholesale channel, results in what we believe to be complete alignment with our clients and superior customer service arising from our investments in people and technology that has driven demand for our services from our clients.
New Accounting Pronouncements Not Yet Effective
See Note 1 – Organization, Basis of Presentation and Summary of Significant Accounting Policies to the condensed consolidated financial statements for details of recently issued accounting pronouncements and their expected impact on the Company's condensed consolidated financial statements.
Components of Revenue
We generate revenue from the following three components of the loan origination business: (i) loan production income, (ii) loan servicing income, and (iii) interest income.
Loan production income. Loan production income includes all components related to the origination and sale of mortgage loans, including:
• primary gain (loss), which includes the following:
◦the difference between the estimated fair value or sale price of newly originated loans when sold in the secondary market and the purchase price of such originated loans. The purchase price of originated loans includes the loan principal amount, as well as any compensation paid by us to our clients (i.e., the Independent Mortgage Brokers) and any lender credits provided by us to borrowers, offset by discount points (if any) paid by borrowers to us to reduce their interest rate. Primary gain (loss) also includes changes in the estimated fair value of loans from the origination date to the sale date, and any difference between proceeds received upon sale (net of certain fees charged by investors) and the current fair value of a loan when sold into the secondary market. When loans are sold with servicing retained, the estimated fair value of the retained and newly originated MSRs is separately recognized apart from the loan and is moved from the "primary gain (loss)" to the "capitalization of MSRs" components of loan production income;
◦the change in fair value of IRLCs, FLSCs (used to economically hedge IRLCs and loans at fair value from the origination to the sale date) due to changes in estimated fair value, driven primarily by interest rates but also influenced by other valuation assumptions;
• loan origination and certain other fees related to the origination of a loan, which generally represent flat, per-loan fee amounts;
• provision for representation and warranty obligations, which represent the reserves initially established at the time of sale for our estimated liabilities associated with the potential repurchase or indemnity of purchasers of loans previously sold due to representation and warranty claims by investors. Included within these reserves are amounts for estimated liabilities for requirements to repay a portion of any premium received from investors on the sale of certain loans if such loans are repaid in their entirety within a specified time period after the sale of the loans; and
•capitalization of MSRs, representing the estimated fair value of newly originated MSRs when loans are sold and the associated servicing rights are retained.
Loan servicing income. Loan servicing income consists of the contractual fees earned for servicing the loans and includes ancillary revenue such as late fees and modification incentives. Loan servicing income is recorded upon collection of payments from borrowers.
Interest income. Interest income represents interest earned on mortgage loans at fair value.
Components of Operating Expenses
Our operating expenses include salaries, commissions and benefits, direct loan production costs, marketing, travel and entertainment, depreciation and amortization, servicing costs, general and administrative (including professional services, occupancy and equipment), interest expense, and other expense (income) (primarily related to the increase or decrease, respectively, in the fair value of the liability for the Public and Private Warrants, the increase or decrease, respectively, in the Tax Receivable Agreement liability, and the decrease or increase, respectively, in the fair value of retained investment securities).
Three and Nine Months Ended September 30, 2024 and 2023 Summary
For the three months ended September 30, 2024, we originated $39.5 billion in loans, which was an increase of $9.8 billion, or 32.9%, from the $29.7 billion of originations during the three months ended September 30, 2023. We reported net income of $31.9 million during the three months ended September 30, 2024, which was a decrease of $269.0 million, compared to net income of $301.0 million for the three months ended September 30, 2023. Adjusted EBITDA for the three months ended September 30, 2024 was $107.2 million as compared to $112.1 million for the three months ended September 30, 2023. Refer to the "Non-GAAP Financial Measures" section below for a detailed discussion of how we define and calculate Adjusted EBITDA.
For the nine months ended September 30, 2024, we originated $100.8 billion in loans, which was an increase of $16.9 billion, or 20.1%, from the $83.9 billion of originations during the nine months ended September 30, 2023. We reported net income of $288.8 million for the nine months ended September 30, 2024, which was a decrease of $102.4 million, compared to net income of $391.2 million for the nine months ended September 30, 2023. Adjusted EBITDA for the nine months ended September 30, 2024 was $341.8 million as compared to $378.7 million for the nine months ended September 30, 2023. Refer to
the "Non-GAAP Financial Measures" section below for a detailed discussion of how we define and calculate Adjusted EBITDA.
Non-GAAP Financial Measures
To provide investors with information in addition to our results as determined by U.S. GAAP, we disclose Adjusted EBITDA as a non-GAAP measure, which our management believes provides useful information on our performance to investors. This measure is not a measurement of our financial performance under U.S. GAAP, and it may not be comparable to a similarly titled measure reported by other companies. Adjusted EBITDA has limitations as an analytical tool, and it should not be considered in isolation or as an alternative to revenue, net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity.
We define Adjusted EBITDA as earnings before interest expense on non-funding debt, provision for income taxes, depreciation and amortization, stock-based compensation expense, the change in fair value of MSRs due to valuation inputs or assumptions, gains or losses on other interest rate derivatives, the impact of non-cash deferred compensation expense, the change in fair value of the Public and Private Warrants, the non-cash income/expense impact of the change in the Tax Receivable Agreement liability, and the change in fair value of retained investment securities. We exclude the non-cash income/expense impact of the change in the Tax Receivable Agreement liability, the change in fair value of the Public and Private Warrants, the change in fair value of retained investment securities, and the change in fair value of MSRs due to valuation inputs or assumptions as these represent non-cash, non-realized adjustments to our earnings, which is not indicative of our performance or results of operations. Adjusted EBITDA includes interest expense on funding facilities, which are recorded as a component of interest expense, as these expenses are a direct operating expense driven by loan origination volume. By contrast, interest expense on non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA. Non-funding debt includes the Company's senior notes, lines of credit, borrowings against investment securities, and finance leases.
We use Adjusted EBITDA to evaluate our operating performance, and it is one of the measures used by our management for planning and forecasting future periods. We believe the presentation of Adjusted EBITDA is relevant and useful for investors because it allows investors to view results in a manner similar to the method used by our management and may make it easier to compare our results with other companies that have different financing and capital structures.
The following table presents a reconciliation of net income, the most directly comparable U.S. GAAP financial measure, to Adjusted EBITDA:
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| | For the three months ended September 30, | | For the nine months ended September 30, |
| ($ in thousands) | | 2024 | | 2023 | | 2024 | | 2023 | | |
Net income | | $ | 31,945 | | | $ | 300,993 | | | $ | 288,762 | | | $ | 391,174 | | | |
| Interest expense on non-funding debt | | 31,544 | | | 42,825 | | | 103,738 | | | 128,553 | | | |
Provision for income taxes | | 344 | | | 734 | | | 4,863 | | | 941 | | | |
| Depreciation and amortization | | 11,636 | | | 11,563 | | | 34,380 | | | 34,674 | | | |
| Stock-based compensation expense | | 5,768 | | | 3,822 | | | 15,581 | | | 9,871 | | | |
Change in fair value of MSRs due to valuation inputs or assumptions (1) | | 263,893 | | | (236,044) | | | 161,056 | | | (177,655) | | | |
Gain on other interest rate derivatives | | (226,936) | | | — | | | (254,102) | | | — | | | |
Deferred compensation, net(2) | | (11,434) | | | (11,755) | | | (11,540) | | | (11,238) | | | |
Change in fair value of Public and Private Warrants (3) | | 5,829 | | | (2,021) | | | 3,404 | | | 1,252 | | | |
Change in Tax Receivable Agreement liability (4) | | — | | | (3,000) | | | 180 | | | (1,835) | | | |
Change in fair value of investment securities (5) | | (5,409) | | | 4,945 | | | (4,506) | | | 2,968 | | | |
| Adjusted EBITDA | | $ | 107,181 | | | $ | 112,062 | | | $ | 341,817 | | | $ | 378,705 | | | |
(1)Reflects the change ((increase)/decrease) in fair value of MSRs due to changes in valuation inputs or assumptions. Refer to Note 5 - Mortgage Servicing Rights to the condensed consolidated financial statements.
(2)Reflects management incentive bonuses under our long-term incentive plan that are accrued when earned, net of cash payments.
(3)Reflects the change (increase/(decrease)) in the fair value of the Public and Private Warrants.
(4)Reflects the non-cash (income) expense impact of the change in the Tax Receivable Agreement liability. Refer to Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies to the condensed consolidated financial statements for additional information related to the Tax Receivable Agreement.
(5)Reflects the change ((increase)/decrease) in the fair value of the retained investment securities.
Results of Operations for the Three and Nine Months Ended September 30, 2024 and 2023
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| For the three months ended September 30, | | For the nine months ended September 30, |
| ($ in thousands) | 2024 | | 2023 | | 2024 | | 2023 | | |
| Revenue | | | | | | | | | |
| Loan production income | $ | 465,548 | | | $ | 288,930 | | | $ | 1,121,611 | | | $ | 775,111 | | | |
| Loan servicing income | 134,753 | | | 200,428 | | | 463,365 | | | 612,205 | | | |
| Change in fair value of mortgage servicing rights | (446,100) | | | 92,909 | | | (604,148) | | | (219,730) | | | |
| Gain on other interest rate derivatives | 226,936 | | | — | | | 254,102 | | | — | | | |
| Interest income | 145,297 | | | 94,849 | | | 368,554 | | | 258,324 | | | |
| Total revenue, net | 526,434 | | | 677,116 | | | 1,603,484 | | | 1,425,910 | | | |
| Expenses | | | | | | | | | |
| Salaries, commissions and benefits | 181,453 | | | 135,333 | | | 496,005 | | | 387,716 | | | |
| Direct loan production costs | 58,398 | | | 36,184 | | | 135,319 | | | 76,285 | | | |
| Marketing, travel, and entertainment | 22,462 | | | 20,117 | | | 66,011 | | | 58,915 | | | |
| Depreciation and amortization | 11,636 | | | 11,563 | | | 34,380 | | | 34,674 | | | |
| General and administrative | 53,664 | | | 44,904 | | | 149,524 | | | 132,214 | | | |
| Servicing costs | 25,009 | | | 33,640 | | | 81,120 | | | 102,160 | | | |
| Interest expense | 141,102 | | | 93,724 | | | 348,421 | | | 239,445 | | | |
Other expense (income) | 421 | | | (76) | | | (921) | | | 2,386 | | | |
| Total expenses | 494,145 | | | 375,389 | | | 1,309,859 | | | 1,033,795 | | | |
Earnings before income taxes | 32,289 | | | 301,727 | | | 293,625 | | | 392,115 | | | |
Provision for income taxes | 344 | | | 734 | | | 4,863 | | | 941 | | | |
Net income | 31,945 | | | 300,993 | | | 288,762 | | | 391,174 | | | |
Net income attributable to non-controlling interest | 38,240 | | | 282,762 | | | 283,277 | | | 377,326 | | | |
Net income (loss) attributable to UWM Holdings Corporation | $ | (6,295) | | | $ | 18,231 | | | $ | 5,485 | | | $ | 13,848 | | | |
Loan production income
The table below provides details of the composition of our loan production for each of the periods presented:
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| Loan Production Data: | For the three months ended September 30, | | For the nine months ended September 30, |
| ($ in thousands) | 2024 | | 2023 | | 2024 | | 2023 | | |
| Loan origination volume by type | | | | | | | | | |
| Purchase: | | | | | | | | | |
| Conventional | $ | 15,874,674 | | | $ | 16,237,031 | | | $ | 43,057,841 | | | $ | 46,799,855 | | | |
| Government | 7,786,158 | | | 8,031,062 | | | 23,188,095 | | | 22,834,611 | | | |
Jumbo and other(1) | 2,499,626 | | | 1,624,824 | | | 7,983,013 | | | 3,539,422 | | | |
| Total purchase | $ | 26,160,458 | | | $ | 25,892,917 | | | $ | 74,228,949 | | | $ | 73,173,888 | | | |
| Refinance: | | | | | | | | | |
| Conventional | $ | 3,552,067 | | | $ | 1,736,055 | | | $ | 8,402,163 | | | $ | 5,695,756 | | | |
| Government | 8,271,580 | | | 1,528,848 | | | 13,966,770 | | | 3,799,714 | | | |
Jumbo and other(1) | 1,525,416 | | | 563,813 | | | 4,171,167 | | | 1,234,089 | | | |
| Total refinance | 13,349,063 | | | 3,828,716 | | | 26,540,100 | | | 10,729,559 | | | |
| Total loan origination volume | $ | 39,509,521 | | | $ | 29,721,633 | | | $ | 100,769,049 | | | $ | 83,903,447 | | | |
| Portfolio metrics | | | | | | | | | |
| Average loan amount | $ | 387 | | | $ | 372 | | | $ | 382 | | | $ | 371 | | | |
| Weighted average loan-to-value ratio | 83.04 | % | | 82.67 | % | | 82.46 | % | | 83.15 | % | | |
| Weighted average credit score | 735 | | | 738 | | | 736 | | | 738 | | | |
| Weighted average note rate | 6.47 | % | | 6.79 | % | | 6.65 | % | | 6.45 | % | | |
| Percentage of loans sold | | | | | | | | | |
To GSEs/GNMA | 91 | % | | 94 | % | | 88 | % | | 95 | % | | |
| To other counterparties | 9 | % | | 6 | % | | 12 | % | | 5 | % | | |
| Servicing-retained | 93 | % | | 95 | % | | 91 | % | | 97 | % | | |
| Servicing-released | 7 | % | | 5 | % | | 9 | % | | 3 | % | | |
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(1) Comprised of non-agency jumbo products, construction loans, and non-qualified mortgage products, including home equity lines of credit ("HELOCs") (which in many instances are second liens). | | |
The components of loan production income for the periods presented were as follows:
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| For the three months ended September 30, | | | | Change
$ | | Change
% |
| ($ in thousands) | 2024 | | | | 2023 | | | | |
| Primary loss | $ | (414,860) | | | | | $ | (418,912) | | | | | $ | 4,052 | | | (1.0) | % |
| Loan origination fees | 134,809 | | | | | 82,743 | | | | | 52,066 | | | 62.9 | % |
| Provision for representation and warranty obligations | (16,329) | | | | | (12,181) | | | | | (4,148) | | | 34.1 | % |
| Capitalization of MSRs | 761,928 | | | | | 637,280 | | | | | 124,648 | | | 19.6 | % |
| Loan production income | $ | 465,548 | | | | | $ | 288,930 | | | | | $ | 176,618 | | | 61.1 | % |
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Gain margin(1) | 1.18 | % | | | | 0.97 | % | | | | 0.21 | % | | |
| | | | | | | | | | | |
| For the nine months ended September 30, | | | | Change $ | | Change
% |
| ($ in thousands) | 2024 | | | | 2023 | | | | |
| Primary loss | $ | (1,152,686) | | | | | $ | (1,204,546) | | | | | $ | 51,860 | | | (4.3) | % |
Loan origination fees | 333,932 | | | | | 204,820 | | | | | 129,112 | | | 63.0 | % |
| Provision for representation and warranty obligations | (40,185) | | | | | (28,811) | | | | | (11,374) | | | 39.5 | % |
| Capitalization of MSRs | 1,980,550 | | | | | 1,803,648 | | | | | 176,902 | | | 9.8 | % |
| Loan production income | $ | 1,121,611 | | | | | $ | 775,111 | | | | | $ | 346,500 | | | 44.7 | % |
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Gain margin(1) | 1.11 | % | | | | 0.92 | % | | | | 0.19 | % | | |
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| (1) Represents total loan production income divided by total loan origination volume for the applicable period. | | |
MSRs are an element of the total fair value of originated mortgage loans recognized as part of primary gain (loss) upon loan origination, and are separately recognized and moved between the primary gain (loss) and capitalization of MSRs components of loan production income upon sale of a loan with servicing retained. These components of total loan production income are primarily impacted by market pricing competition, loan production volume, the estimated fair value of MSRs, and the effectiveness of our pipeline hedging strategies, which can be impacted by changes in market interest rates between the lock date and the date a loan is sold into the secondary market.
The total of primary loss and capitalization of MSRs increased approximately $128.7 million for the three months ended September 30, 2024 as compared to the same period in 2023. This increase was primarily due to an increase in loan production volume of $9.8 billion, or 32.9%, from $29.7 billion to $39.5 billion during the three months ended September 30, 2024, as compared to the same period in 2023 and the impacts of improved pricing.
The provision for representations and warranties obligations increased by $4.1 million for the three months ended September 30, 2024 as compared to the same period in 2023, due primarily to the increase in loan production volume. Loan origination fees increased by approximately $52.1 million for the three months ended September 30, 2024 as compared to the same period in 2023, due to the increase in loan production volume and increases in certain per loan origination and other fees.
The increase in production volume was primarily due to higher refinance volume as a result of lower market interest rates in the third quarter of 2024.
The total of primary loss and capitalization of MSRs increased approximately $228.8 million for the nine months ended September 30, 2024 as compared to the same period in 2023. This increase was primarily due to an increase in loan production volume of $16.9 billion, or 20.1%, from $83.9 billion to $100.8 billion during the nine months ended September 30, 2024, as compared to the same period in 2023, and the impacts of improved market pricing.
The provision for representations and warranties obligations increased by $11.4 million for the nine months ended September 30, 2024 as compared to the same period in 2023, due to an increase in expected loss rates and the increase in loan production volume. Loan origination fees increased by approximately $129.1 million for the nine months ended September 30, 2024 as compared to the same period in 2023, due to increases in loan production volume and increases in certain per loan origination and other fees.
The increase in production volume was primarily due to higher refinance volume, due to the generally lower market interest rate environment in the first nine months of 2024 as compared to 2023.
Loan servicing income and servicing costs
The table below summarizes loan servicing income and servicing costs for each of the periods presented (servicing costs include amounts paid to sub-servicers and other direct costs of servicing, but exclude the costs of team members that oversee UWM's servicing operations):
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| | For the three months ended September 30, | | Change
$ | | Change
% |
| ($ in thousands) | | 2024 | | 2023 | | |
| Contractual servicing fees | | $ | 131,614 | | | $ | 196,509 | | | $ | (64,895) | | | (33.0) | % |
| Late, ancillary and other fees | | 3,139 | | | 3,919 | | | (780) | | | (19.9) | % |
| Loan servicing income | | $ | 134,753 | | | $ | 200,428 | | | $ | (65,675) | | | (32.8) | % |
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| Servicing costs | | 25,009 | | | 33,640 | | | (8,631) | | | (25.7) | % |
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| | For the nine months ended September 30, | | Change
$ | | Change
% |
| ($ in thousands) | | 2024 | | 2023 | | |
| Contractual servicing fees | | $ | 451,399 | | | $ | 600,960 | | | $ | (149,561) | | | (24.9) | % |
| Late, ancillary and other fees | | 11,966 | | | 11,245 | | | 721 | | | 6.4 | % |
| Loan servicing income | | $ | 463,365 | | | $ | 612,205 | | | $ | (148,840) | | | (24.3) | % |
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| Servicing costs | | 81,120 | | | 102,160 | | | (21,040) | | | (20.6) | % |
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| For the three months ended September 30, | | For the nine months ended September 30, |
| ($ in thousands) | 2024 | | 2023 | | 2024 | | 2023 | | |
| Average UPB of loans serviced | $ | 198,596,837 | | | $ | 282,052,249 | | | $ | 223,119,958 | | | $ | 297,881,002 | | | |
| Average number of loans serviced | 615,098 | | | 857,235 | | | 688,040 | | | 914,562 | | | |
| Weighted average servicing fee as of period end | 0.3150 | % | | 0.3014 | % | | 0.3150 | % | | 0.3014 | % | | |
Loan servicing income was $134.8 million for the three months ended September 30, 2024, a decrease of $65.7 million, or 32.8%, as compared to $200.4 million for the three months ended September 30, 2023. The decrease in loan servicing income during the three months ended September 30, 2024 was primarily driven by a decline in the average servicing portfolio, partially offset by an increase in the portfolio weighted average servicing fee as a result of increased retained excess servicing on new production.
Servicing costs decreased $8.6 million for the three months ended September 30, 2024 as compared to the same period in 2023 primarily as a result of a decline in the average servicing portfolio.
Loan servicing income was $463.4 million for the nine months ended September 30, 2024, a decrease of $148.8 million, or 24.3%, as compared to $612.2 million for the nine months ended September 30, 2023. The decrease in loan servicing income during the nine months ended September 30, 2024 was primarily driven by the same reasons mentioned above in the three months analysis.
Servicing costs decreased $21.0 million for the nine months ended September 30, 2024 as compared to the same period in 2023 primarily driven by the same reasons mentioned above in the three months analysis.
As of the dates presented below, our portfolio of loans serviced for others consisted of the following:
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| ($ in thousands) | September 30,
2024 | | December 31,
2023 |
| UPB of loans serviced | $ | 212,218,975 | | $ | 299,456,189 |
| Number of loans serviced | 650,301 | | 905,129 |
| MSR portfolio delinquency count (60+ days) as % of total | 1.15 | % | | 1.15 | % |
| Weighted average note rate | 4.56 | % | | 4.43 | % |
| Weighted average service fee | 0.3150 | % | | 0.3029 | % |
Change in Fair Value of Mortgage Servicing Rights
The change in fair value of MSRs for the three months ended September 30, 2024 was a decrease of $446.1 million, as compared with an increase of $92.9 million for the three months ended September 30, 2023. The decrease in fair value of MSRs for the three months ended September 30, 2024 was primarily attributable to a decrease in fair value of approximately $263.9 million as a result of changes in valuation inputs and assumptions due to the decline in market interest rates, a decrease in fair value of approximately $161.4 million due to realization of cash flows, decay, and other (including loans paid in full) and approximately $20.8 million of net reserves and transaction costs for bulk MSR sales and sales of excess servicing cash flows. The increase in fair value for the three months ended September 30, 2023 of approximately $92.9 million was primarily attributable to an increase of approximately $236.0 million resulting from changes in valuation inputs and assumptions, mainly due to changes in market interest rates, partially offset by a decline of approximately $127.8 million due to realization of cash flows, decay, and other (including loans paid in full) and approximately $15.3 million of net reserves and transaction costs for bulk MSR sales and sales of excess servicing cash flows.
The change in fair value of MSRs for the nine months ended September 30, 2024 was a decrease of $604.1 million, as compared with a decrease of $219.7 million for the nine months ended September 30, 2023. The decrease in fair value of MSRs for the nine months ended September 30, 2024 was primarily attributable to a decline in fair value of approximately $377.9 million due to realization of cash flows, decay, and other (including loans paid in full), a decrease in fair value of approximately $161.1 million due to changes in valuation inputs and assumptions (due primarily to changes in market interest rates) and approximately $65.2 million of net reserves and transaction costs for bulk MSR sales and sales of excess servicing cash flows. The decrease in fair value for the nine months ended September 30, 2023 of approximately $219.7 million was primarily attributable to a decline of approximately $360.5 million due to realization of cash flows, decay, and other (including loans paid in full) and approximately $36.9 million of net reserves and transaction costs for bulk MSR sales and sales of excess servicing cash flows, partially offset by an increase of approximately $177.7 million resulting from changes in valuation inputs and assumptions, primarily due to changes in market interest rates.
Gain on Other Interest Rate Derivatives
The gains on other interest rate derivatives of $226.9 million for the three months ended September 30, 2024 and $254.1 million for the nine months ended September 30, 2024 were due to gains on interest rate swap futures that we entered into during the second quarter of 2024, attributable declines in market interest rates.
Interest income and Interest expense
For the periods presented below, interest income and the components of and total interest expense were as follows:
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| For the three months ended September 30, | | For the nine months ended September 30, |
| ($ in thousands) | 2024 | | 2023 | | 2024 | | 2023 | | |
| Interest income | $ | 145,297 | | | $ | 94,849 | | | $ | 368,554 | | | $ | 258,324 | | | |
| Less: Interest expense on funding facilities | 109,558 | | | 50,899 | | | 244,683 | | | 110,892 | | | |
| Net interest income | $ | 35,739 | | | $ | 43,950 | | | $ | 123,871 | | | $ | 147,432 | | | |
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| Interest expense on non-funding debt | $ | 31,544 | | $ | 42,825 | | | $ | 103,738 | | | $ | 128,553 | | | |
| Total interest expense | 141,102 | | | 93,724 | | | 348,421 | | | 239,445 | | | |
Net interest income (interest income less interest expense on funding facilities) was $35.7 million for the three months ended September 30, 2024, a decrease of $8.2 million, or 19%, as compared to $44.0 million for the three months ended September 30, 2023, mainly as a result of higher interest expense on funding facilities, partially offset by an increase in interest income. Interest expense on funding facilities increased due to higher average warehouse balances and lower credits from warehouse lenders on custodial and other deposits. Interest income increased primarily as a result of higher average balances of mortgage loans at fair value due to increased loan production volume.
Interest expense on non-funding debt was $31.5 million for the three months ended September 30, 2024, a decrease from $42.8 million for the three months ended September 30, 2023, primarily due to a decrease in average borrowings on the MSR facilities.
Net interest income (interest income less interest expense on funding facilities) was $123.9 million for the nine months ended September 30, 2024, a decrease of $23.6 million, or 16%, as compared to $147.4 million for the nine months ended September 30, 2023, as a result of higher interest expense on funding facilities, partially offset by an increase in interest income. The increase in interest expense on funding facilities increased was primarily due to higher average warehouse balances from increased loan production. The increase in interest income was due to the same reasons mentioned in the three month analysis above.
Interest expense on non-funding debt was $103.7 million for the nine months ended September 30, 2024, a decrease from $128.6 million for the nine months ended September 30, 2023, due to the same reasons mentioned in the three month analysis above.
Other costs
Other costs (excluding servicing costs and interest expense, explained above) for the periods presented below were as follows:
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| | For the three months ended September 30, | | Change
$ | | Change
% |
| ($ in thousands) | | 2024 | | 2023 | | |
| Salaries, commissions and benefits | | $ | 181,453 | | | $ | 135,333 | | | $ | 46,120 | | | 34.1 | % |
| Direct loan production costs | | 58,398 | | | 36,184 | | | 22,214 | | | 61.4 | % |
| Marketing, travel, and entertainment | | 22,462 | | | 20,117 | | | 2,345 | | | 11.7 | % |
| Depreciation and amortization | | 11,636 | | | 11,563 | | | 73 | | | 0.6 | % |
| General and administrative | | 53,664 | | | 44,904 | | | 8,760 | | | 19.5 | % |
Other expense (income) | | 421 | | | (76) | | | 497 | | | (653.9) | % |
Other costs | | $ | 328,034 | | | $ | 248,025 | | | $ | 80,009 | | | 32.3 | % |
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| | For the nine months ended September 30, | | Change
$ | | Change
% |
| | 2024 | | 2023 | | |
| Salaries, commissions and benefits | | $ | 496,005 | | | $ | 387,716 | | | $ | 108,289 | | | 27.9 | % |
| Direct loan production costs | | 135,319 | | | 76,285 | | | 59,034 | | | 77.4 | % |
| Marketing, travel, and entertainment | | 66,011 | | | 58,915 | | | 7,096 | | | 12.0 | % |
| Depreciation and amortization | | 34,380 | | | 34,674 | | | (294) | | | (0.8) | % |
| General and administrative | | 149,524 | | | 132,214 | | | 17,310 | | | 13.1 | % |
Other expense (income) | | (921) | | | 2,386 | | | (3,307) | | | (138.6) | % |
Other costs | | $ | 880,318 | | | $ | 692,190 | | | $ | 188,128 | | | 27.2 | % |
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Other costs were $328.0 million for the three months ended September 30, 2024, an increase of $80.0 million, or 32.3%, as compared to $248.0 million for the three months ended September 30, 2023. This increase was primarily due to an increase in salaries, commissions and benefits of $46.1 million, or 34.1%, primarily due to an increase in average team member count as we prepare for anticipated increases in production volume, an increase in direct loan production costs of $22.2 million, primarily due to higher costs associated with our free credit report program and down payment assistance programs as well as the increased loan production volume. General and administrative expenses increased $8.8 million primarily due to an increase in computer support services and professional service fees. Marketing, travel and entertainment expenses increased $2.3 million primarily due to our continued investment in our broker relationships through broker visits and training programs.
Other costs were $880.3 million for the nine months ended September 30, 2024, an increase of $188.1 million, or 27.2%, as compared to $692.2 million for the nine months ended September 30, 2023. This increase was primarily due to an increase in salaries, commissions and benefits of $108.3 million, or 27.9%, an increase in direct loan production costs of $59.0 million, an increase in general and administrative expenses of $17.3 million, as well as an increase in marketing, travel and entertainment expenses of $7.1 million. The increases were primarily due to the same reasons mentioned in the three month analysis above. These increases were partially offset by a decrease in other expense (income) of $3.3 million primarily due to lower expenses associated with the change in fair value of retained investment securities, partially offset by higher expenses related to the change in fair value of Public and Private Warrants.
Income Taxes
We recorded a $0.3 million provision for income taxes during the three months ended September 30, 2024, compared to a provision for income taxes of $0.7 million for the three months ended September 30, 2023. The decrease in income tax provision for the three months ended September 30, 2024, as compared to the same period in 2023, was primarily due to the decrease in pre-tax income attributable to the Company.
We recorded a $4.9 million provision for income taxes during the nine months ended September 30, 2024, compared to a provision for income taxes of $0.9 million for the nine months ended September 30, 2023. The increase in income tax provision for the nine months ended September 30, 2024, as compared to the same period in 2023, was primarily due to an increase in state taxes payable in both the current and future periods.
Net income
Net income was $31.9 million for the three months ended September 30, 2024, a decrease of $269.0 million or 89.4%, as compared to net income of $301.0 million for the three months ended September 30, 2023. The decrease in net income was primarily the result of a decrease in total revenue, net of $150.7 million and an increase in total expenses (including income taxes) of $118.4 million, as further described above.
Net loss attributable to the Company of $6.3 million and net income attributable to the Company of $18.2 million for the three months ended September 30, 2024 and 2023, respectively, includes the net income of UWM attributable to the Company due to its approximate 7% and 6% ownership interest in Holdings LLC as September 30, 2024 and 2023, respectively. Net loss attributable to the Company for the three months ended September 30, 2024 was also impacted by the change in fair value of the Public and Private Warrants due to the change in UWMC's stock price during the quarter.
Net income was $288.8 million for the nine months ended September 30, 2024, a decrease of $102.4 million or 26.2%, as compared to net income of $391.2 million for the nine months ended September 30, 2023. The increase in net income was primarily the result of an increase in total revenue, net of $177.6 million, partially offset by an increase in total expenses (including income taxes) of $280.0 million, as further described above.
Net income attributable to the Company of $5.5 million and $13.8 million for the nine months ended September 30, 2024 and 2023, respectively, includes the net income (loss) of UWM attributable to the Company due to its approximate 7% and 6% ownership interest in Holdings LLC as September 30, 2024 and 2023, respectively.
Liquidity and Capital Resources
Overview
Historically, our primary sources of liquidity have included:
•borrowings including under our warehouse facilities and other financing facilities;
•cash flow from operations and investing activities, including:
◦sale or securitization of loans into the secondary market;
◦loan origination fees and certain other fees related to the origination of a loan;
◦servicing fee income;
◦interest income on mortgage loans; and
◦sale of MSRs and excess servicing cash flows.
Historically, our primary uses of funds have included:
•origination of loans;
•retention of MSRs from our loan sales;
•payment of interest expense;
•payment of operating expenses; and
•dividends on, and repurchases of, our Class A common stock and distributions to SFS Corp., including tax distributions.
Our consolidated subsidiary, Holdings LLC, is generally required from time to time to make distributions in cash to SFS Corp. (as well as distributions to UWMC) in amounts sufficient to cover the taxes on its allocable share of the taxable income of Holdings LLC. We are also subject to contingencies which may have a significant impact on the use of our cash, including our obligations under the Tax Receivable Agreement that we entered into with SFS Corp. at the time of the business combination.
To originate and aggregate loans for sale or securitization into the secondary market, we use our own working capital and borrow or obtain funding on a short-term basis primarily through uncommitted and committed warehouse facilities that we have established with large global banks, regional or specialized banks and certain agencies.
We continually evaluate our capital structure and capital resources to optimize our leverage and profitability and take advantage of market opportunities. As part of such evaluation, we regularly review our levels of secured and unsecured indebtedness, available borrowing capacity and available equity, unsecured debt maturities, our strategic investments, including technology and growth of the wholesale channel, the availability or desirability of growth through the acquisition of other companies or other mortgage portfolios, the repurchase or redemption of our outstanding indebtedness, or repurchases of our common stock or common stock derivatives. Based on the upcoming maturity for our 2025 Senior Notes, we expect to
be opportunistic in evaluating the refinance market.
We currently believe that our cash on hand, as well as the sources of liquidity described above, will be sufficient to maintain our current operations and fund our loan originations capital commitments for the next twelve months.
Loan Funding Facilities
Warehouse facilities
Our warehouse facilities, which are our primary loan funding facilities used to fund the origination of our mortgage loans, are primarily in the form of master repurchase agreements. Loans financed under these facilities are generally financed, on average, at approximately 97% to 98% of the principal balance of the loan, which requires us to fund the remaining 2-3% of the unpaid principal balance from cash generated from our operations. Once closed, the underlying residential mortgage loan is pledged as collateral for the borrowing or advance that was made under these loan funding facilities. In most cases, the loans we originate will remain in one of our warehouse facilities for less than one month, until the loans are pooled and sold. During the time we hold the loans pending sale, we earn interest income from the borrower on the underlying mortgage loan note. This income is partially offset by the interest and fees we have to pay under the warehouse facilities.
When we sell or securitize a pool of loans, the proceeds we receive from the sale or securitization of the loans are used to pay back the amounts we owe on the warehouse facilities. The remaining funds received then become available to be re-advanced to originate additional loans. We are dependent on the cash generated from the sale or securitization of loans to fund future loans and repay borrowings under our warehouse facilities. Delays or failures to sell or securitize loans in the secondary market could have an adverse effect on our liquidity position.
From a cash flow perspective, the vast majority of cash received from mortgage originations occurs at the point the loans are sold or securitized into the secondary market. The vast majority of servicing fee income relates to the retained servicing fee on the loans, where cash is received monthly over the life of the loan and is typically a product of the borrowers’ current unpaid principal balance multiplied by the weighted average service fee. For a given mortgage loan, servicing revenue from the retained servicing fee generally declines over time as the principal balance of the loan is reduced.
The amount of financing advanced to us under our warehouse facilities, as determined by agreed upon advance rates, may be less than the stated advance rate depending, in part, on the fair value of the mortgage loans securing the financings and premium we pay the broker. Each of our warehouse facilities allows the bank extending the advances to evaluate regularly the market value of the underlying loans that are serving as collateral. If a bank determines that the value of the collateral has decreased, the bank can require us to provide additional collateral (e.g., initiate a margin call) or reduce the amount outstanding with respect to the corresponding loan. Our inability to satisfy the request could result in the termination of the facility and, depending on the terms of our agreements, possibly result in a default being declared under our other warehouse facilities.
Warehouse lenders generally conduct daily evaluations of the adequacy of the underlying collateral for the warehouse loans based on the fair value of the mortgage loans. As the loans are generally financed at 97% to 98% of principal balance and
our loans are typically outstanding on warehouse lines for short periods (e.g., less than one month), significant increases in market interest rates would be required for us to experience margin calls or requirements to reduce the amount outstanding with respect to the corresponding loan from a majority of our warehouse lenders. Four of our warehouse lines advance based on the fair value of the loans, rather than the principal balance. For those lines, we exchange collateral for modest changes in value. As of September 30, 2024, there were no outstanding exchanges of collateral.
The amount owed and outstanding on our warehouse facilities fluctuates based on our origination volume, the amount of time it takes us to sell the loans we originate, our cash on hand, and our ability to obtain additional financing. From time to time, we will increase or decrease the size of the lines to reflect anticipated increases or decreases in volume, strategies regarding the timing of sales of mortgages to the GSEs or secondary markets and costs associated with not utilizing the lines. We reserve the right to arrange for the early payment of outstanding loans and advances from time to time. As we accumulate loans, a significant portion of our total warehouse facilities may be utilized to fund loans.
The table below reflects the current line amounts of our principal warehouse facilities and the amounts advanced against those lines as of September 30, 2024:
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Facility Type5 | | Collateral | | Line Amount as of September 30, 20241 | | Date of Initial Agreement With Warehouse Lender | Current Agreement Expiration Date | | Total Advanced Against Line as of September 30, 2024 (in thousands) |
MRA Funding: | | | | | | | | | |
| Master Repurchase Agreement | | Mortgage Loans | | $300 Million | | 2/26/2016 | 12/19/2024 | | $ | 276,679 | |
| Master Repurchase Agreement | | Mortgage Loans | | $3.0 Billion | | 12/31/2014 | 2/19/2025 | | 2,530,592 | |
| Master Repurchase Agreement | | Mortgage Loans | | $750 Million2 | | 3/7/2019 | 2/20/2025 | | 675,758 | |
| Master Repurchase Agreement | | Mortgage Loans | | $500 Million3 | | 4/23/2021 | 4/23/2025 | | 449,259 | |
| Master Repurchase Agreement | | Mortgage Loans | | $500 Million | | 2/29/2012 | 5/16/2025 | | 453,645 | |
| Master Repurchase Agreement | | Mortgage Loans | | $1.0 Billion | | 7/24/2020 | 8/28/2025 | | 944,551 | |
| Master Repurchase Agreement | | Mortgage Loans | | $1.0 Billion4 | | 7/10/2012 | 9/30/2025 | | 674,412 | |
| Master Repurchase Agreement | | Mortgage Loans | | $4.0 Billion | | 5/9/2019 | 11/28/2025 | | 2,649,879 | |
| Master Repurchase Agreement | | Mortgage Loans | | $500 Million | | 10/30/2020 | 6/26/2026 | | 447,935 | |
| Early Funding: | | | | | | | | | |
| Master Repurchase Agreement | | Mortgage Loans | | $600 Million (ASAP+ - see below) | No expiration | | — | |
| Master Repurchase Agreement | | Mortgage Loans | | $750 Million (EF - see below) | No expiration | | 105,036 | |
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| | | | | | | | | $ | 9,207,746 | |
1 An aggregate of $750.0 million of these line amounts is committed as of September 30, 2024.
2 Subsequent to September 30, 2024, the funding limit on this line was increased to $1.0 billion.
3 Subsequent to September 30, 2024, the funding limit on this line was increased to $750.0 million.
4 Subsequent to September 30, 2024, the funding limit on this line was increased to $1.5 billion, $150.0 million of which is committed, for a total of $900.0 million of committed line amounts as of October 31, 2024.
5 Interest rates under these funding facilities are based on a reference interest rate benchmark plus a spread, which ranged from 1.35% to 1.95% for substantially all of our loan production volume as of September 30, 2024.
Early Funding Programs
We are an approved lender for loan early funding facilities with Fannie Mae through its As Soon As Pooled Plus (“ASAP+”) program and Freddie Mac through its Early Funding (“EF”) program. As an approved lender for these early funding programs, we enter into an agreement to deliver closed and funded one-to-four family residential mortgage loans, each secured by related mortgages and deeds of trust, and receive funding in exchange for such mortgage loans in some cases before the lender has grouped them into pools to be securitized by Fannie Mae or Freddie Mac. All such mortgage loans must adhere to a set of eligibility criteria to be acceptable. As of September 30, 2024, no amount was outstanding under the ASAP+ program and $105.0 million was outstanding through the EF program.
Covenants
Our warehouse facilities generally require us to comply with certain operating and financial covenants and the availability of funds under these facilities is subject to, among other conditions, our continued compliance with these covenants.
These financial covenants include, but are not limited to, maintaining (i) a certain minimum tangible net worth, (ii) minimum liquidity, (iii) a maximum ratio of total liabilities or total debt to tangible net worth, and (iv) profitability. A breach of these covenants can result in an event of default under these facilities and as such would allow the lenders to pursue certain remedies. In addition, each of these facilities, as well as our secured and unsecured lines of credit, includes cross default or cross acceleration provisions that could result in all facilities terminating if an event of default or acceleration of maturity occurs under any facility. We were in compliance with all covenants under these facilities as of September 30, 2024.
Other Financing Facilities
Senior Notes
On November 3, 2020, our consolidated subsidiary, UWM, issued $800.0 million in aggregate principal amount of senior unsecured notes due November 15, 2025 (the “2025 Senior Notes”). The 2025 Senior Notes accrue interest at a rate of 5.500% per annum. Interest on the 2025 Senior Notes is due semi-annually on May 15 and November 15 of each year. We used approximately $500.0 million of the net proceeds from the offering of 2025 Senior Notes for general corporate purposes to fund future growth and distributed the remainder to SFS Corp. for tax distributions.
Beginning on November 15, 2022, we may, at our option, redeem the 2025 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: November 15, 2022 at 102.750%; November 15, 2023 at 101.375%; or November 15, 2024 until maturity at 100%, of the principal amount of the 2025 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.
On April 7, 2021, our consolidated subsidiary, UWM, issued $700.0 million in aggregate principal amount of senior unsecured notes due April 15, 2029 (the “2029 Senior Notes”). The 2029 Senior Notes accrue interest at a rate of 5.500% per annum. Interest on the 2029 Senior Notes is due semi-annually on April 15 and October 15 of each year. We used a portion of the proceeds from the issuance of the 2029 Senior Notes to pay off and terminate a line of credit that was in place at the time of issuance, and the remainder for general corporate purposes.
Beginning on April 15, 2024, we may, at our option, redeem the 2029 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: April 15, 2024 at 102.750%; April 15, 2025 at 101.375%; or April 15, 2026 until maturity at 100%, of the principal amount of the 2029 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.
On November 22, 2021, our consolidated subsidiary, UWM, issued $500.0 million in aggregate principal amount of senior unsecured notes due June 15, 2027 (the "2027 Senior Notes"). The 2027 Senior Notes accrue interest at a rate of 5.750% per annum. Interest on the 2027 Senior Notes is due semi-annually on June 15 and December 15 of each year. We used the proceeds from the issuance of the 2027 Senior Notes for general corporate purposes.
Beginning on June 15, 2024, we may, at our option, redeem the 2027 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: June 15, 2024 at 102.875%; June 15, 2025 at 101.438%; or June 15, 2026 until maturity at 100%, of the principal amount of the 2027 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.
The indentures governing the 2025 Senior Notes, the 2029 Senior Notes, and the 2027 Senior Notes contain certain operating covenants and restrictions, subject to a number of exceptions and qualifications, including restrictions on our ability to (1) incur additional non-funding indebtedness unless either (y) the Fixed Charge Coverage Ratio (as defined in the applicable indenture) is no less than 3.0 to 1.0 or (z) the Debt-to-Equity Ratio (as defined in the applicable indenture) does not exceed 2.0 to 1.0, (2) merge, consolidate or sell assets, (3) make restricted payments, including distributions, (4) enter into transactions with affiliates, (5) enter into sale and leaseback transactions and (6) incur liens securing indebtedness. We were in compliance with the terms of these indentures as of September 30, 2024.
MSR Facilities
On September 30, 2022, the Company's consolidated subsidiary, UWM, entered into a Loan and Security Agreement with Citibank, N.A. ("Citibank"), providing UWM with up to $1.5 billion of uncommitted borrowing capacity to finance the origination, acquisition or holding of certain mortgage servicing rights (the “Citi MSR Facility”). The Citi MSR Facility is collateralized by all of UWM's mortgage servicing rights that are appurtenant to mortgage loans pooled in securitizations by Fannie Mae or Freddie Mac that meet certain criteria. Available borrowings, as well as mandatory curtailments, under the Citi MSR Facility are based on the fair market value of the collateral, and borrowings under the Citi MSR Facility bear interest based on one-month term SOFR plus an applicable margin.
The Citi MSR Facility contains covenants which include certain financial requirements, including maintenance of minimum tangible net worth, minimum liquidity, maximum debt to net worth ratio, and net income as defined in the agreement. As of September 30, 2024, we were in compliance with all applicable covenants.
On January 30, 2023, UWM, amended the Loan and Security Agreement with Citibank, to permit UWM, with the prior consent of Citibank, to enter into transactions for the sale of excess servicing cash flows (as discussed below) whereby Citibank will release its security interest in that portion of the collateral.
On June 27, 2024, UWM and Citibank, N.A. amended both the Loan and Security Agreement and the warehouse facility agreement between the parties. These amendments increased the combined total uncommitted borrowing capacity of the MSR Facility and the warehouse facility to $2.0 billion and extended the maturity dates to June 26, 2026. As of June 30, 2024, the Company was in compliance with all applicable covenants. As of September 30, 2024, $150.0 million was outstanding under the MSR Facility.
On March 20, 2023, our consolidated subsidiary, UWM, entered into a Credit Agreement with Goldman Sachs Bank USA, providing UWM with up to $500.0 million of uncommitted borrowing capacity to finance the origination, acquisition or holding of certain mortgage servicing rights (the "GNMA MSR facility"). The GNMA MSR facility is collateralized by all of UWM's mortgage servicing rights that are appurtenant to mortgage loans pooled in securitization by Ginnie Mae that meet certain criteria. Available borrowings, as well as mandatory curtailments, under the GNMA MSR facility are based on the fair market value of the collateral. Borrowings under the GNMA MSR facility bear interest based on SOFR plus an applicable margin. The draw period for the GNMA MSR facility ends on March 20, 2026, and the facility has a maturity date of March 20, 2027. As of September 30, 2024, $150.0 million was outstanding under the GNMA MSR facility.
The GNMA MSR Facility contains covenants which include certain financial requirements, including maintenance of minimum tangible net worth, minimum liquidity, maximum debt to net worth ratio, and net income as defined in the agreement. As of September 30, 2024, we were in compliance with all applicable covenants.
The weighted average interest rate charged for borrowings under our MSR facilities was 8.14% and 9.04% for the three months ended September 30, 2024 and 2023, respectively, and 8.92% and 8.71% for the nine months ended September 30, 2024 and 2023, respectively.
Revolving Credit Facility
On August 8, 2022, UWM entered into the Revolving Credit Agreement, between UWM, as the borrower, and SFS Corp., as the lender. The Revolving Credit Agreement provides for, among other things, a $500.0 million unsecured revolving credit facility (the "Revolving Credit Facility"). The Revolving Credit Facility had an initial one-year term and automatically renews for successive one-year periods unless terminated by either party. Amounts borrowed under the Revolving Credit Facility may be borrowed, repaid and reborrowed from time to time, and accrue interest at the Applicable Prime Rate (as defined in the Revolving Credit Agreement). UWM may utilize the Revolving Credit Facility in connection with: (i) operational and investment activities, including but not limited to funding and/or advances related to (a) servicing rights, (b) ‘scratch and dent’ loans, (c) margin requirements, and (d) equity in loans held for sale; and (ii) general corporate purposes.
The Revolving Credit Agreement contains certain financial and operating covenants and restrictions, subject to a number of exceptions and qualifications, and the availability of funds under the Revolving Credit Facility is subject to our continued compliance with these covenants. We were in compliance with these covenants as of September 30, 2024. No amounts were outstanding under the Revolving Credit Facility as of September 30, 2024.
Borrowings Against Investment Securities
In 2021, UWM began selling some of the mortgage loans that it originates through UWM's private label securitization transactions. In executing these transactions, UWM sells mortgage loans to a securitization trust for cash and, in some cases, retained interests in the trust. The securitization entities are funded through the issuance of beneficial interests in the securitized assets. The beneficial interests take the form of trust certificates, some of which are sold to investors and some of which may be retained by UWM due to regulatory requirements. UWM entered into sale and repurchase agreements for a portion of the retained beneficial interests in the securitization trusts established to facilitate its private label securitization transactions which have been accounted for as borrowings against investment securities. As of September 30, 2024, we had $93.7 million outstanding under individual trades executed pursuant to a master repurchase agreement with a counterparty which is collateralized by the investment securities (beneficial interests in the trusts) that we retained due to regulatory requirements. The borrowings against investment securities have remaining terms ranging from one to three months as of September 30, 2024, and interest rates based on SOFR plus a spread. We intend to renew these sale and repurchase agreements upon their maturity during the required holding period for the retained investment securities.
The counterparty under these sale and repurchase agreements conducts daily evaluations of the adequacy of the underlying collateral based on the fair value of the retained investment securities less specified haircuts. These investment securities are financed on average at approximately 72% of the outstanding principal balance, and exchanges of cash collateral are required if the fair value of the retained investment securities, less the haircut, is less than the principal balance plus accrued interest on the secured borrowings. As of September 30, 2024, we had delivered $0.8 million of collateral to the counterparty under these sale and repurchase agreements.
Finance Leases
As of September 30, 2024, our finance lease liabilities were $25.8 million, $25.0 million of which relates to leases with related parties. The Company’s financing lease agreements have remaining terms ranging from approximately three months to twelve years.
Cash flow data for the nine months ended September 30, 2024 and 2023
| | | | | | | | | | | | | |
| For the nine months ended September 30, |
| ($ in thousands) | 2024 | | 2023 | | |
Net cash (used in) provided by operating activities | $ | (5,698,237) | | | $ | 494,513 | | | |
| Net cash provided by investing activities | 2,581,276 | | | 1,652,326 | | | |
Net cash provided by (used in) financing activities | 3,255,820 | | | (2,122,121) | | | |
Net increase in cash and cash equivalents | $ | 138,859 | | | $ | 24,718 | | | |
| Cash and cash equivalents at the end of the period | 636,327 | | | 729,616 | | | |
Net cash (used in) provided by operating activities
Net cash used in operating activities was $5.7 billion for the nine months ended September 30, 2024 compared to net cash provided by operating activities of $494.5 million for the same period in 2023. The decrease in cash flows from operating activities year-over-year was primarily driven by the increase in mortgage loans at fair value (funded in the normal course by borrowings on warehouse facilities) for the nine month period ended September 30, 2024, as compared to a decrease in mortgage loans at fair value for the comparable period in 2023.
Net cash provided by investing activities
Net cash provided by investing activities was $2.6 billion for the nine months ended September 30, 2024 compared to $1.7 billion of net cash provided by investing activities for the same period in 2023. The increase in cash flows provided by investing activities was primarily driven by an increase in proceeds from the sales of MSRs and excess servicing cash flows.
Net cash provided by (used in) financing activities
Net cash provided by financing activities was $3.3 billion for the nine months ended September 30, 2024 compared to cash used in financing activities of $2.1 billion for the same period in 2023. Net cash provided by financing activities for the nine months ended September 30, 2024 was primarily driven by net borrowings under warehouse lines of credit (due to the increase in mortgage loans at fair value), partially offset by net repayments on our MSR facilities, member distributions (including tax distributions) and dividends. Net cash used in financing activities for the nine months ended September 30, 2023 was primarily driven by net repayments under warehouse lines of credit (due to the decrease in mortgage loans at fair value), along with net repayments on our MSR facilities, member distributions and dividends.
Contractual Obligations
Cash requirements from contractual and other obligations
As of September 30, 2024, our material cash requirements from known contractual and other obligations include interest and principal payments under our Senior Notes, principal payments under our borrowings against investment securities, interest and principal payments under our MSR Facility and GNMA MSR Facility, payments under our financing and operating lease agreements, and required tax distributions to SFS Corp. There have been no other material changes in the cash requirements from known contractual and other obligations since December 31, 2023.
During the third quarter of 2024, the Board declared a dividend of $0.10 per share of Class A common stock for an aggregate $11.3 million. Concurrently with this declaration, the Board, in its capacity as the Manager of Holdings LLC, under the Holdings LLC Second Amended and Restated Operating Agreement, approved a proportional distribution of $148.5 million from Holdings LLC to SFS Corp. with respect to Class B Units of Holdings LLC. The dividend and the distributions were paid on October 10, 2024.
Our consolidated subsidiary, Holdings LLC, is generally required from time to time to make distributions in cash to SFS Corp. (as well as distributions to UWMC) in amounts sufficient to cover the taxes on its allocable share of the taxable income of Holdings LLC.
The sources of funds needed to satisfy these cash requirements include cash flows from operations and investing activities, including cash flows from sales of MSRs and excess servicing cash flows, sale or securitization of loans into the secondary market, loan origination fees and certain other fees related to the origination of a loan, servicing fee income, and interest income on mortgage loans.
Repurchase and indemnification obligations
Loans sold to investors, which we believe met investor and agency underwriting guidelines at the time of sale, may be subject to repurchase in the event of specific default by the borrower or subsequent discovery that underwriting or documentation standards were not explicitly satisfied. We establish a reserve which is estimated based on an assessment of our contingent and non-contingent obligations, including expected losses, expected frequency, the overall potential remaining exposure, as well as an estimate for a market participant’s potential readiness to stand by to perform on such obligations. See Note 8 - Commitments and Contingencies to the condensed consolidated financial statements for further information.
Interest rate lock commitments, loan sale and forward commitments, and other interest rate derivatives
In the normal course of business, we are party to financial instruments with off-balance sheet risk. These financial instruments include commitments to extend credit to borrowers at either fixed or floating interest rates. IRLCs are binding agreements to lend to a borrower at a specified interest rate within a specified period of time as long as there is no violation of conditions established in the contract. These commitments generally have fixed expiration dates or other termination clauses which may require payment of a fee. As many of these commitments expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.The blended average pullthrough rate was 78% and 76% as of September 30, 2024 and December 31, 2023, respectively.
We also enter into contracts to sell loans into the secondary market at specified future dates (commitments to sell loans), and forward commitments to sell MBS at specified future dates and interest rates. In addition, we have entered into certain interest rate swap futures contracts, referred to as other interest rate derivatives. These financial instruments include margin call provisions that require us to transfer cash in an amount sufficient to eliminate any margin deficit. A margin deficit generally results from daily changes in the fair value of these financial instruments. We are generally required to satisfy the margin call on the day of or within one business day of such notice.
Following is a summary of the notional amounts of commitments as of dates indicated:
| | | | | | | | | | | |
| ($ in thousands) | September 30, 2024 | | December 31, 2023 |
| Interest rate lock commitments—fixed rate (a) | $ | 13,582,018 | | | $ | 6,258,801 | |
| Interest rate lock commitments—variable rate (a) | 1,555 | | | 5,926 | |
| Commitments to sell loans | 2,995,758 | | | 2,501,298 | |
| Forward commitments to sell mortgage-backed securities | 14,263,914 | | | 7,968,677 | |
Interest rate swap future contracts | 8,420,000 | | | — | |
| | | |
(a) Adjusted for pullthrough rates of 78% and 76% as of September 30, 2024 and December 31, 2023, respectively. |
As of September 30, 2024, we had sold $3.1 billion of loans to a global insured depository institution and assigned the related trades to deliver the applicable loans into securities for end investors for settlement in October 2024.
Critical Accounting Estimates and Use of Significant Estimates
Preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We have identified certain
accounting estimates as being critical because they require management's judgement to make difficult, subjective or complex judgements about matters that are uncertain. Actual results could differ and the use of other assumptions or estimates could result in material differences in our condensed consolidated financial statements. Our critical accounting policies and estimates relate to accounting for mortgage loans held at fair value and revenue recognition, mortgage servicing rights, derivative financial instruments and representations and warranties reserve. There were no significant changes to our policies, methodologies, or processes used in applying our critical accounting estimates from what was described in our 2023 Annual Report on Form 10-K.
Cautionary Note Regarding Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business. Specifically, forward-looking statements in this report include statements relating to:
•our financial and operational performance;
•our future growth, including our loan originations and position in the industry compared to our peers;
•our client-based business strategies, strategic initiatives, technological developments and product pipeline;
•the impact of interest rate risks on our business;
•our ability to renew our sale and repurchase and other financing agreements, and the impacts of counterparty risks on our business;
•our commitments to originate loans and its impact on our future cash requirements;
•our mitigation of credit risks and the impacts of defaults on our business, as well as our risk mitigation strategies;
•our accounting policies and the impacts to our agreements and financial results;
•macroeconomic conditions that may affect our business and the mortgage industry in general;
•political and geopolitical conditions that may affect our business and the mortgage industry in general;
•our utilization of our warehouse facilities, MSR facilities, and Revolving Credit Facility;
•the impact of litigation on our financial position;
•the sufficiency of our insurance coverage;
•our repurchase and indemnification obligations for loans sold to investors and other contractual indemnification obligations; and
•other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.
These forward-looking statements involve estimates and assumptions which may be affected by risks and uncertainties in our business, as well as other external factors, which could cause future results to materially differ from those expressed or implied in any forward-looking statement including the following risks:
•our dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies that affect interest rates;
•the impact of inflation and other macroeconomic conditions on housing pricing, demand for mortgages and the ability of borrowers to qualify for and afford mortgages;
•our reliance on our warehouse and other short-term financing facilities to fund mortgage loans and otherwise operate our business, leveraging of assets under these facilities and the risk of a decrease in the value of the collateral underlying certain of our facilities causing an unanticipated margin call or curtailment, as well as changes in banking regulations and capital requirements which may impact the availability of warehouse financing or otherwise affect liquidity in the residential mortgage industry;
•our ability to access, and increase, warehouse lines to meet our anticipated growth;
•our ability to sell loans in the secondary market, including to government sponsored enterprises, and to securitize our loans into mortgage-backed securities through the GSEs and Ginnie Mae;
•our dependence on the GSEs and the risk of changes to these entities and their roles, including, as a result of GSE reform, termination of conservatorship or efforts to increase the capital levels of the GSEs;
•changes in the GSEs’, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees;
•our dependence on licensed residential mortgage officers or entities, including brokers that arrange for funding of mortgage loans, or banks, credit unions or other entities that use their own funds or warehouse facilities to fund mortgage loans, but in any case do not underwrite or otherwise make the credit decision with regard to such mortgage loans to originate mortgage loans;
•our inability to continue to grow, or to effectively manage the growth of, our loan origination volume;
•our ability to continue to attract and retain our Independent Mortgage Broker relationships;
•the occurrence of a data breach or other failure in our cybersecurity or information security systems;
•reliance on third-party software and services in our operations;
•reliance on third-party sub-servicers to service our mortgage loans or our mortgage servicing rights;
•the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other vendors;
•intense competition in the mortgage industry;
•our ability to implement and maintain technological innovations in our operations;
•loss of key management;
•risks relating to SOFR and the volatility of reference rates;
•our ability to continue to comply with the complex state and federal laws regulations or practices applicable to mortgage loan origination and servicing in general, including maintaining the appropriate state licenses, managing the costs and operational risk associated with material changes to such laws;
•errors or the ineffectiveness of internal and external models or data we rely on to manage risk and make business decisions;
•risk of counterparty terminating servicing rights and contracts;
•the risk that we are or may become subject to legal actions that if decided adversely, could be detrimental to our business; and
•those risks described in Item 1A - Risk Factors in our 2023 Annual Report on Form 10-K, as well as those described from time to time in our other filings with the SEC.
All forward-looking statements speak only as of the date of this report and should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, we are subject to a variety of risks which can affect our operations and profitability. We broadly define these areas of risk as interest rate, credit and counterparty risk.
Interest rate risk
We are subject to interest rate risk which may impact our origination volume and associated revenue, MSR valuations, IRLCs and mortgage loans at fair value valuations, and the net interest margin derived from our funding facilities. The fair value of MSRs is driven primarily by interest rates, which impact expected prepayments. In periods of rising interest rates, the fair value of the MSRs generally increases as expected prepayments decrease, consequently extending the estimated life of the MSRs, and estimated float earnings increase, resulting in expected increases in cash flows. In a declining interest rate environment, the fair value of MSRs generally decreases as expected prepayments increase consequently truncating the estimated life of the MSRs, and estimated float earnings decrease, resulting in expected decreases in cash flows. Because origination volumes tend to increase in declining interest rate environments and decrease in increasing rate environments, we believe that our origination business provides a natural hedge to servicing. We periodically evaluate our overall interest rate risk management strategy with respect to MSRs, which includes consideration of our natural business model hedge, regular sales of MSRs and excess servicing cash flows, and at times entering into financial instruments to mitigate the interest rate risk associated with all or a portion of our MSR portfolio.
Our IRLCs and mortgage loans at fair value are exposed to interest rate volatility. During the origination, pooling, and delivery process, this pipeline value rises and falls with changes in interest rates. Because substantially all of our production is deliverable to Fannie Mae, Freddie Mac, and Ginnie Mae, we predominately utilize forward agency or Ginnie Mae To Be Announced ("TBA") securities as our primary hedge instrument. The TBA market is a secondary market where FLSCs or TBAs are sold by lenders seeking to hedge the risk that market interest rates may change and lock in a price for the mortgages they are in the process of originating.
We assess our market risk based on changes in interest rates utilizing a sensitivity analysis. The sensitivity analysis measures the potential impact on fair values based on hypothetical changes (increases and decreases) in interest rates. Our total market risk is influenced by a wide variety of factors including market volatility and the liquidity of the markets. There are certain limitations inherent in the sensitivity analysis presented, including the necessity to conduct the analysis based on a single point in time and the inability to include the complex market reactions that normally would arise from the market shifts modeled. We used September 30, 2024 market rates on our instruments to perform the sensitivity analysis. These sensitivities are hypothetical and presented for illustrative purposes only. Changes in fair value based on variations in assumptions generally cannot be extrapolated to our performance because the relationship of the change in fair value may not be linear nor does it factor ongoing operations. The following table summarizes the estimated change in the fair value of our mortgage loans at fair value, MSRs, IRLCs, FLSCs, and interest rate swap futures as of September 30, 2024 given hypothetical instantaneous parallel shifts in the yield curve. Actual results could differ materially.
| | | | | | | | | | | |
| September 30, 2024 |
| ($ in thousands) | Down 25 bps | | Up 25 bps |
| Increase (decrease) in assets | | | |
| Mortgage loans at fair value | $ | 50,441 | | | $ | (60,072) | |
| MSRs | (115,954) | | | 127,402 | |
| IRLCs | 80,703 | | | (103,141) | |
Interest rate swap futures | 131,439 | | | (128,638) | |
| Total change in assets | $ | 146,629 | | | $ | (164,449) | |
| Increase (decrease) in liabilities | | | |
| FLSCs | $ | (133,590) | | | $ | 149,850 | |
| Total change in liabilities | $ | (133,590) | | | $ | 149,850 | |
Credit risk
We are subject to credit risk, which is the risk of default that results from a borrower’s inability or unwillingness to make contractually required mortgage payments. While our loans are sold into the secondary market without recourse, we do have repurchase and indemnification obligations to investors for breaches under our loan sale agreements. For loans that were repurchased or not sold in the secondary market, we are subject to credit risk to the extent a borrower defaults and the proceeds upon ultimate foreclosure and liquidation of the property are insufficient to cover the amount of the mortgage loan plus expenses incurred. We believe that this risk is mitigated through the implementation of stringent underwriting standards, strong fraud detection tools and technology designed to comply with applicable laws and our standards. In addition, we believe that this risk is mitigated through the quality of our loan portfolio. For the three and nine months ended September 30, 2024, our originated loans had a weighted average loan to value ratio of 83.04% and 82.46%, and a weighted average FICO score of 735 and 736. For the three and nine months ended September 30, 2023, our originated loans had a weighted average loan to value ratio of 82.67% and 83.15%, and a weighted average FICO score of 738 for both periods.
Counterparty risk
We are subject to risk that arises from our financing facilities and interest rate risk hedging activities. These activities generally involve an exchange of obligations with unaffiliated banks or companies, referred to in such transactions as “counterparties." If a counterparty were to default, we could potentially be exposed to financial loss if such counterparty were unable to meet its obligations to us. We manage this risk by selecting only counterparties that we believe to be financially strong, spreading the risk among many such counterparties, limiting singular credit exposures on the amount of unsecured credit extended to any single counterparty, and entering into master netting agreements with the counterparties as appropriate.
In accordance with the best practices outlines by The Treasury Market Practices Group, we execute Securities Industry and Financial Markets Association trading agreements with all material trading partners. Each such agreement provides for an exchange of margin should either party’s exposure exceed a predetermined contractual limit. Such margin requirements limit our overall counterparty exposure. The master netting agreements contain a legal right to offset amounts due to and from the same counterparty. We incurred no losses due to nonperformance by any of our counterparties during the three or nine months ended September 30, 2024 or September 30, 2023.
Also, in the case of our financing facilities, we are subject to risk if the counterparty chooses not to renew a borrowing agreement and we are unable to obtain financing to originate mortgage loans. With our financing facilities, we seek to mitigate this risk by ensuring that we have sufficient borrowing capacity with a variety of well-established counterparties to meet our funding needs as well as fostering long-term relationships.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Principal Executive Officer and Principal Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2024. Based upon their evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
Item 1. Legal Proceedings
We operate in a heavily regulated industry that is highly sensitive to consumer protection, and we are subject to numerous federal, state and local laws. We are routinely involved in consumer complaints, regulatory actions and legal proceedings in the ordinary course of our business. We are also routinely involved in state regulatory audits and examinations, and occasionally involved in other governmental proceedings arising in connection with our respective business. The resolution of these matters, including the matters specifically described below, is not currently expected to have a material adverse effect on our financial position, financial performance or cash flows.
On April 23, 2021, a complaint was filed in the U.S. District Court for the Middle District of Florida against the Company and Mat Ishbia, individually by The Okavage Group, LLC ("Okavage") on behalf of itself and all other mortgage brokers who are, or have been clients of UWM and either Fairway Independent Mortgage or Rocket Pro TPO. On February 6, 2024, the Magistrate Judge issued a report and recommendation that the complaint be dismissed on all counts (the “Report and Recommendation”). On September 23, 2024, the court entered an order (the "Order") adopting and confirming the Report and Recommendation and dismissing the supplemental class action complaint without prejudice. On October 17, 2024, Okavage filed a notice of appeal with the United States Court of Appeals for the Eleventh Circuit appealing the Order.
On February 3, 2022, UWM filed a complaint against America’s Moneyline, Inc. (“AML”), a former client, in the U.S. District Court for the Eastern District of Michigan, seeking monetary damages and injunctive relief. The complaint alleges AML breached the parties’ wholesale broker agreement by submitting mortgage loans and mortgage loan applications to certain select retail lenders. On February 25, 2022, AML filed its answer to the complaint and included certain counterclaims against UWM, including fraud and misrepresentation. On March 18, 2022, UWM filed a motion to dismiss AML’s counterclaims. On December 22, 2022, the court granted UWM’s motion in large part, dismissing AML’s counterclaims (except its declaratory judgment claim), and held that AML's counterclaims failed for the same reasons as explained in the Report and Recommendation in Okavage (discussed above). On May 6, 2024, AML filed a motion for leave to file a supplemental counterclaim, to which UWM filed a response on May 20, 2024. On September 26, 2024, UWM filed a Notice of Supplemental Authority providing the court with the Order in Okavage. On October 23, 2024, AML filed a Response to Notice of Supplemental Authority.
On April 2, 2024, a complaint was filed in the U.S. District Court for the Eastern District of Michigan against UWM, the Company, SFS Corp., and Mat Ishbia, individually (collectively, the “UWM Defendants”) by Therisa D. Escue, et al. (collectively, the “Plaintiffs”). The Plaintiffs seek class certification, monetary damages, attorneys’ fees and equitable and injunctive relief. The Plaintiffs allege, among other things, that for mortgage loans originated through UWM, UWM improperly influenced mortgage brokers in its network to steer prospective borrowers to obtain their mortgage loans from UWM at pricing and subject to fees substantially in excess of that charged by competitors, and that such mortgage brokers did not act independently but instead were captive to UWM. The UWM Defendants deny the allegations in the complaint and believe the allegations are without merit. On June 21, 2024, the UWM Defendants filed a motion to dismiss in the case. On August 30, 2024, Plaintiffs filed a first amended class action complaint in the case. On September 17, 2024, the UWM Defendants filed a Motion for Sanctions. On October 15, 2024, the UWM Defendants filed a motion to dismiss the first amended class action complaint and a motion to strike class allegations in the case.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the three months ended September 30, 2024, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
Item 1.01 Entry into a Material Definitive Agreement
On October 1, 2024, UWM entered into Amendment No. 18 to Master Repurchase Agreement by and between UWM and UBS AG (the "UBS Master Repurchase Agreement"). The amendment (i) extends the termination date to September 30, 2025, (ii) increases the maximum committed amount from $1.0 billion to $1.5 billion and (iii) effectuated other non-material changes to the UBS Master Repurchase Agreement. All other material terms of the UBS Master Repurchase Agreement remained the same.
Item 6. Exhibits and Financial Statement Schedules
| | | | | | | | |
Exhibit
Number | | Description |
10.13.12 | | |
| | |
31.1% | | |
| |
31.2% | | |
| |
32.1% | | |
| | |
32.2% | | |
| | |
| | |
| |
101.0 INS% | | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the
Inline XBRL document. |
| | |
101.SCH% | | XBRL Taxonomy Extension Schema Document. |
| | |
101.CAL% | | XBRL Taxonomy Extension Calculation Linkbase Document |
| | |
101.DEF% | | XBRL Taxonomy Extension Definition Linkbase Document |
| | |
101.LAB% | | XBRL Taxonomy Extension Label Linkbase Document. |
| | |
101.PRE% | | XBRL Taxonomy Extension Presentation Linkbase Document |
| | |
104.0% | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| | |
| | |
| % | | Filed herewith. |
| | |
| | |
| | |
| # | | Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets and asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed, or constituted personally identifiable information that is not material. |
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.
| | | | | | | | | | | | | | | | | |
| | | | | |
| | | UWM HOLDINGS CORPORATION |
| | | | |
Date: November 7, 2024 | | | By: | | /s/ Andrew Hubacker |
| | | | | Andrew Hubacker |
| | | | | Executive Vice President, Chief Financial Officer and Chief Accounting Officer |
Exhibit 10.13.12
CONFORMED THRU AMENDMENT NO. 18
MASTER REPURCHASE AGREEMENT
Between:
UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK, as Buyer
and
UNITED WHOLESALE MORTGAGE, LLC, as Seller
Dated as of November 5, 2014
Certain portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. This information is not material and would likely cause competitive harm to the registrant if publicly disclosed. “[***]” indicates that information has been redacted.
TABLE OF CONTENTS
| | | | | | | | |
| | Page |
| SECTION 1. | APPLICABILITY | |
| | |
| SECTION 2. | DEFINITIONS | |
| | |
| SECTION 3. | INITIATION; TERMINATION | |
| | |
| SECTION 4. | MARGIN AMOUNT MAINTENANCE | |
| | |
| SECTION 5. | COLLECTIONS; INCOME PAYMENTS | |
| | |
| SECTION 6. | REQUIREMENT OF LAW | |
| | |
| SECTION 7. | TAXES | |
| | |
| SECTION 8. | SECURITY INTEREST; BUYER'S APPOINTMENT AS ATTORNEY-IN-FACT | |
| | |
| SECTION 9. | PAYMENT, TRANSFER; ACCOUNTS | |
| | |
| SECTION 10. | REPRESENTATIONS | |
| | |
| SECTION 11. | COVENANTS | |
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| SECTION 12. | EVENTS OF DEFAULT | |
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| SECTION 13. | REMEDIES | |
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| SECTION 14. | INDEMNIFICATION AND EXPENSES; RECOURSE | |
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| SECTION 15. | SERVICING | |
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| SECTION 16. | DUE DILIGENCE | |
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| SECTION 17. | ASSIGNABILITY | |
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| SECTION 18. | TRANSFER AND MAINTENANCE OF REGISTER | |
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| SECTION 19. | HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS | |
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| SECTION 20. | TAX TREATMENT | |
| | |
| SECTION 21. | SET-OFF | |
| | |
| SECTION 22. | TERMINABILITY | |
| | |
| SECTION 23. | NOTICES AND OTHER COMMUNICATIONS | |
| | |
| SECTION 24. | USE OF THE WAREHOUSE ELECTRONIC SYSTEM AND ELECTRONIC MEDIA | |
| | |
| SECTION 25. | ENTIRE AGREEMENT; SEVERABILITY; SINGLE AGREEMENT | |
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| | | | | | | | |
| SECTION 26. | GOVERNING LAW | |
| | |
| SECTION 27. | SUBMISSION TO JURISDICTION; WAIVERS | |
| | |
| SECTION 28. | NO WAIVERS, ETC | |
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| SECTION 29. | NETTING | |
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| SECTION 30. | CONFIDENTIALITY | |
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| SECTION 31. | INTENT | |
| | |
| SECTION 32. | DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS | |
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| SECTION 33. | CONFLICTS | |
| | |
| SECTION 34. | MISCELLANEOUS | |
| | |
| SECTION 35. | GENERAL INTERPRETIVE PRINCIPLES | |
SCHEDULES AND EXHIBITS
SCHEDULE 1 Representations and Warranties
SCHEDULE 2 Responsible Officers
SCHEDULE 3 Scheduled Indebtedness
SCHEDULE 4 Trade or Business Names of Seller
SCHEDULE 5 Buyer and Seller Wiring Instructions
SCHEDULE 6 List of Agency Approvals
EXHIBIT A Form of Opinion Letter
EXHIBIT B Form of Seller Party’s Officer’s Certificate
EXHIBIT C Form of Servicer Notice
EXHIBIT D Form of Trade Assignment
EXHIBIT E Form of Power of Attorney
EXHIBIT F Form of Tax Compliance Certificate
MASTER REPURCHASE AGREEMENT
This is a MASTER REPURCHASE AGREEMENT (the “Agreement”), dated as of November 5, 2014, by and between UNITED WHOLESALE MORTGAGE, LLC, a Michigan limited liability company (the “Seller”) and UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK (the “Buyer”).
SECTION 1. APPLICABILITY
From time to time the parties hereto may enter into transactions in which Seller agrees to transfer to Buyer Mortgage Loans on a servicing released basis against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Mortgage Loans on a servicing released basis or Agency Securities backed by such Mortgage Loans on the Repurchase Date, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a “Transaction” and shall be governed by this Agreement (including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder), unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions with Seller or remit additional Purchase Price to Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Seller. Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. Any commitment to enter into Transactions shall be set forth in the Pricing Letter, and shall be subject to satisfaction of all terms and conditions of this Agreement.
The Pricing Letter is one of the Program Documents as defined below. The Pricing Letter is incorporated by reference into this Agreement and each Seller Party agrees to adhere to all terms, conditions and requirements of the Pricing Letter as incorporated herein. In the event of a conflict or inconsistency between this Agreement and the Pricing Letter, the terms of the Pricing Letter shall govern.
SECTION 2. DEFINITIONS
As used herein, the defined terms set forth below shall have the meanings set forth herein. Additionally, as used herein, the following terms shall have the meanings defined in the Uniform Commercial Code: accounts, chattel paper (including electronic chattel paper), goods (including inventory and equipment and any accessions thereto), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles and software), and supporting obligations, products and proceeds.
“1934 Act” shall have the meaning set forth in Section 32 of the Agreement.
“Ability to Repay Rule” shall mean 12 CFR 1026.43(c), including all applicable official staff commentary.
“Accepted Servicing Practices” shall mean, with respect to any Mortgage Loan, those mortgage servicing practices of prudent mortgage lending institutions which service
mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located.
“Affiliate” shall mean with respect to any Person, any “affiliate” of such Person, as such term is defined in the Bankruptcy Code.
“Agency” shall mean Freddie Mac, Fannie Mae or Ginnie Mae, as applicable.
“Agency Approval” shall mean the approvals of Seller from the relevant Agencies as set forth on Schedule 6 hereof.
“Agency High LTV Mortgage Loan” shall mean a Mortgage Loan, which is secured by a first lien, and such Mortgage Loan (a) conforms to the requirements of an Agency for securitization or cash purchase and (b) has a LTV in excess of the amounts for Conforming Mortgage Loans but otherwise meets the requirements of the “High LTV Refinance Option” program implemented by Fannie Mae or the “Enhanced Relief Refinance” program implemented by Freddie Mac, as applicable.
“Agency-Required eNote Legend” shall mean the legend or paragraph required by Fannie Mae, Freddie Mac or Ginnie Mae, as applicable, to be set forth in the text of an eNote, which includes the provisions set forth on Exhibit I to the Custodial Agreement, as may be amended from time to time by Fannie Mae, Freddie Mac or Ginnie Mae, as applicable.
“Agency Security” shall mean a security issued in exchange for Purchased Mortgage Loans and backed by such Purchased Mortgage Loans that is (a) guaranteed by Ginnie Mae or (b) issued by Fannie Mae or Freddie Mac.
“Agency Security Issuance Failure” shall mean the failure of an Agency to cause the Delivery of an Agency Security in accordance with a Takeout Commitment.
“Aging Limit” shall have the meaning specified in the Pricing Letter.
“Agreement” shall mean this Master Repurchase Agreement between Buyer and each Seller Party, dated as of the date hereof, as the same may be further amended, supplemented or otherwise modified in accordance with the terms of this Agreement.
“ALTA” shall mean American Land Title Association, or any successor thereto.
“Annual Financial Statement Date” shall have the meaning set forth in the Pricing Letter.
“Anti-Corruption Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to each Seller Party or any of their Subsidiaries from time to time concerning or relating to bribery or corruption.
“Anti-Money Laundering Laws” shall have the meaning set forth in Section 10(x) of the Agreement.
“Application” shall mean the application delivered by Seller to Buyer in connection with Buyer’s approval of Seller for the program evidenced by the Agreement and any renewal thereof.
“Appraisal” shall mean an appraisal meeting the requirements of the representations and warranties set forth in paragraph (oo) on Schedule 1 hereto
“Appraised Value” shall mean the value set forth in an Appraisal made in connection with the origination of the related Mortgage Loan as the value of the Mortgaged Property.
“Appropriate Federal Banking Agency” shall have the meaning ascribed to it by Section 1813(q) of Title 12 of the United States Code, as amended from time to time.
“Approved CPA” shall mean a certified public accountant approved by Buyer in writing in its sole discretion.
“Approved Investor” shall mean any institution which has made a Takeout Commitment and has not been disapproved by Buyer.
“Approved Mortgage Product” shall mean each Mortgage Product approved by Buyer as identified in the Pricing Letter. Notwithstanding any reference to a Mortgage Product herein, such Mortgage Product shall not be an Approved Mortgage Product unless expressly identified as such in the Pricing Letter.
“Approved Title Company” shall mean a title company, or its agent, which has been approved by Buyer in its sole discretion.
“Approved Underwriting Guidelines” shall mean the underwriting guidelines approved by Buyer in its sole discretion provided that any change to any existing Approved Underwriting Guidelines made in order to comply with any requirements of an Agency with respect to an Approved Mortgage Product shall also be Approved Underwriting Guidelines, unless expressly disapproved by Buyer in writing.
“Asset Value” shall, with respect to each Eligible Mortgage Loan or Agency Security, as of any date of determination, have the meaning specified under the heading “Asset Value” on Schedule 1 to the Pricing Letter subject to modification pursuant to the terms below. Where a Purchased Asset may qualify for two or more Asset Values hereunder, unless otherwise expressly agreed to by the Buyer in writing, such Purchased Asset shall be assigned the lower Asset Value. Without limiting the generality of the foregoing, Seller acknowledges that:
(a) the Asset Value of a Purchased Asset may be reduced to zero by Buyer if:
(i) such Purchased Asset is a Purchased Mortgage Loan that ceases to be an Eligible Mortgage Loan;
(ii) such Mortgage Note related to a Purchased Asset that is a Purchased Mortgage Loan has been released from the possession of Buyer (other than to an Approved Investor pursuant to a Bailee Letter) for a period in excess of ten (10) calendar days;
(iii) such Purchased Asset is a Purchased Mortgage Loan that has been released from the possession of Buyer to an Approved Investor pursuant to a Bailee Letter for a period in excess of twenty (20) calendar days;
(iv) such Purchased Asset is a Purchased Mortgage Loan that is a Wet Loan for which the related Mortgage File has not been received by Buyer on or prior to the end of the Aging Limit for such Wet Loan;
(v) such Purchased Asset is rejected by the related Approved Investor or there shall occur a Takeout Failure;
(vi) such Purchased Asset is not properly registered on the MERS® System in accordance with the Electronic Tracking Agreement within (x) with respect to Purchased Mortgage Loans other than Correspondent Mortgage Loans, five (5) Business Days of the related Purchase Date and (y) with respect to Purchased Mortgage Loans that are Correspondent Mortgage Loans, fifteen (15) Business Days of the related Purchase Date;
(vii) such Purchased Asset is a Purchased Mortgage Loan that is a Delinquent Mortgage Loan;
(viii) such Purchased Asset has been subject to Transactions hereunder for a period of greater than its applicable Aging Limit;
(ix) such Purchased Asset is a Purchased Mortgage Loan that Buyer has determined in its sole discretion is not eligible for whole loan sale or securitization in a transaction consistent with the prevailing sale and securitization industry with respect to substantially similar Mortgage Loans;
(x) such Purchased Asset contains a breach of a representation warranty made by Seller in this Agreement; or
(xi) such Purchase Asset is a Conforming Mortgage Loan and (x) has been subject to a Transaction for more than thirty (30) calendar days and (y) Seller fails to deliver the documents required pursuant to Section 11(ii);
(b) the aggregate Asset Value of each Approved Mortgage Product shall not exceed the Concentration Limit for such applicable Approved Mortgage Product. If the aggregate Asset Value for any Approved Mortgage Product exceeds the applicable Concentration Limit, Buyer may, in its sole discretion, reduce the value of any related Purchased Assets selected by Buyer to
zero until the aggregate Asset Value for such Approved Mortgage Product is less than or equal to the applicable Concentration Limit; and
(c) notwithstanding the foregoing, the failure of Buyer, on any one or more occasions, to exercise its rights to reduce the Asset Value of a Purchased Asset pursuant to clause (a) hereof, shall not change, alter or limit the right of Buyer to do so at a later date.
“Assignment and Acceptance” shall have the meaning set forth in Section 17 of the Agreement.
“Assignment of Mortgage” shall mean an assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the sale of the Mortgage.
“Assignment of Proprietary Lease” shall mean the specific agreement creating a first lien on and pledge of the Co-op Shares and the appurtenant Proprietary Lease securing a Co-op Loan.
“Authoritative Copy” shall mean, with respect to an eNote, the unique copy of such eNote that is within the Control of the Controller.
“Bailee Letter” shall have the meaning assigned to such term in the Custodial Agreement.
“Bankruptcy Code” shall mean the United States Bankruptcy Code of 1978, as amended from time to time.
“Benchmark” shall have the meaning specified in the Pricing Letter.
“Beneficial Ownership Certification” shall mean a certification regarding beneficial ownership meeting the requirements of the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” shall mean 31 C.F.R. § 1010.230.
“Beneficial Tax Owners” shall have the meaning set forth in Section 7(e)(v) of the Agreement.
“Business Day” shall mean a day other than (a) a Saturday or Sunday or (b) any day on which banking institutions are authorized or required by law, executive order or governmental decree to be closed in the State of New York or the State of California.
“Buydown Amount” shall mean amounts held in the Operating Account to the extent not applied to Obligations under this Agreement.
“Buyer” shall mean UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, its successors in interest and assigns pursuant to Section 17 and, with respect to Section 7, its participants.
“Capitalized Mortgage Servicing Rights” shall have the meaning specified in the Pricing Letter.
“Change in Control” shall mean:
(a) any transaction or event as a result of which any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes the beneficial owner directly or indirectly, of more than 50% of the total voting power of UWM Corporation, and thereafter, the Permitted Holders are the beneficial owners, directly or indirectly, of less than 50% of the total voting power of UWM Corporation;
(b) any transaction or event as a result of which UWM Corporation ceases to serve as the manager, directly or indirectly, of Seller;
(c) the sale, transfer, or other disposition of all or substantially all of Seller’s assets (excluding any such action permitted under this Agreement or taken in connection with any securitization transaction or routine sales of Mortgage Loans and Servicing Rights); or
(d) the consummation of a merger or consolidation of Seller with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power or equity interests of the continuing or surviving entity’s equity outstanding immediately after such merger, consolidation or such other reorganization is owned by persons who were not equity holders of the Seller immediately prior to such merger, consolidation or other reorganization.
“Closing Protection Letter” shall mean a letter of indemnification from an Approved Title Company addressed to Seller and/or Buyer or for which Buyer is a third party beneficiary, with coverage that is customarily acceptable to Persons engaged in the origination of mortgage loans, identifying the Settlement Agent covered thereby and indemnifying Seller and/or Buyer (directly or as a third party beneficiary) against losses incurred due to malfeasance or fraud by the Settlement Agent or the failure of the Settlement Agent to follow the specific escrow instructions specified by Seller to the Settlement Agent or otherwise by Buyer with respect to the closing of the Mortgage Loan. The Closing Protection Letter shall be either with respect to the individual Mortgage Loan being purchased pursuant hereto or a blanket Closing Protection Letter which covers closings conducted by the Settlement Agent in the jurisdiction in which the closing of such Mortgage Loan takes place.
“CLTA” shall mean California Land Title Association, or any successor thereto.
“CME Term SOFR Administrator” shall have the meaning specified in the Pricing Letter.
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
“Concentration Limit” shall have the meaning specified in the Pricing Letter.
“Confidential Information” shall have the meaning set forth in Section 11(u) of the Agreement.
“Confidential Terms” shall have the meaning set forth in Section 30 of the Agreement.
“Confirmation” shall mean an electronic confirmation of a Transaction delivered by Buyer to Seller in accordance with Section 3(c)(iv) hereof.
“Conforming Mortgage Loan” shall mean a Mortgage Loan, which is secured by a first lien, such Mortgage Loan (a) conforms to the requirements of an Agency for securitization or cash purchase and has (i) a minimum FICO score of [***] and (ii) a DTI not more than [***] or (b) is eligible to be insured by FHA or guaranteed by VA or RD (excluding any Mortgage Loan which exceeds Agency guidelines for maximum general conventional loan amount) and (i) has a minimum FICO score of [***]; (ii) has a DTI not more than [***] and (iii) has a LTV not greater than [***].
“Control” shall mean, with respect to an eNote, the “control” of such eNote within the meaning of UETA and/or, as applicable, E-Sign, which is established by reference to the MERS eRegistry and any party designated therein as the Controller.
“Control Failure” shall mean, with respect to an eNote, (a) if the Controller status of the eNote shall not have been transferred to (i) other than with respect to a Ginnie Mae eNote Pooled Loan, Buyer and (ii) with respect to a Ginnie Mae eNote Pooled Loan, Seller, (b) (i) other than with respect to a Ginnie Mae eNote Pooled Loan, Buyer shall otherwise not be designated as the Controller of such eNote in the MERS eRegistry as a result of an unauthorized Transfer of Control in contravention of the terms of this Agreement (other than pursuant to a Bailee Letter, a Request for Release of Documents, or Buyer’s written request or instruction) and (ii) with respect to a Ginnie Mae eNote Pooled Loan, Seller shall otherwise not be designated as the Controller of such eNote in the MERS eRegistry, (c) if the eVault shall have released the Authoritative Copy of an eNote in contravention of the requirements of the Custodial Agreement, or (d) if the Custodian initiated any changes on the MERS eRegistry in contravention of the terms of the Custodial Agreement.
“Controller” shall mean, with respect to an eNote, the party designated in the MERS eRegistry as the “Controller”, and who in such capacity shall be deemed to be “in control” or to be the “controller” of such eNote within the meaning of UETA or E-Sign, as applicable.
“Co-op Corporation” shall mean, with respect to any Co-op Loan, the cooperative apartment corporation that holds legal title to the related Co-op Project and grants occupancy rights to units therein to stockholders through Proprietary Leases or similar arrangements.
“Co-op Loan” shall mean a Mortgage Loan secured by the pledge of stock allocated to a Co-op Unit in a Co-op Corporation and collateral assignment of the related Proprietary Lease.
“Co-op Project” shall mean, with respect to any Co-op Loan, all real property and improvements thereto and rights therein and thereto owned by a Co-op Corporation including without limitation the land, separate dwelling units and all common elements.
“Co-op Shares” shall mean, with respect to any Co-op Loan, the shares of stock issued by a Co-op Corporation and allocated to a Co-op Unit and represented by a Stock Certificate.
“Co-op Unit” shall mean, with respect to any Co-op Loan, a specific unit in a Co-op Project.
“Correspondent Mortgage Loan” shall mean a Mortgage Loan originated by a third party originator and acquired by Seller in accordance with Seller’s correspondent Mortgage Loan program.
“Costs” shall have the meaning set forth in Section 14(a) of the Agreement.
“Credit File” shall mean with respect to each Mortgage Loan, the documents and instruments relating to the origination and administration of such Mortgage Loan.
“Custodial Account” shall have the meaning set forth in Section 5(b) of the Agreement.
“Custodial Agreement” shall mean that certain Second Amended and Restated Custodial Agreement, dated as of January 8, 2024, among Seller, Buyer and Custodian, as the same may be amended, restated, supplemented or otherwise modified from time to time.
“Custodial Loan Transmission” shall have the meaning set forth in the Custodial Agreement.
“Custodian” shall mean Deutsche Bank National Trust Company, or any successor thereto under the Custodial Agreement.
“DE Compare Ratio” shall mean the Two Year FHA Direct Endorsement Lender Compare Ratio, excluding streamline FHA refinancings, as made publicly available by HUD.
“Default” shall mean an Event of Default or an event that with notice or lapse of time or both would become an Event of Default.
“Defaulting Party” shall have the meaning set forth in Section 29 of the Agreement.
“Defective Mortgage Loan” shall mean a Mortgage Loan (a) which is in foreclosure, has been foreclosed upon or has been converted to real estate owned property, (b) for which the Mortgagor is in bankruptcy, (c) that is not subject to a valid and binding Takeout Commitment, (d) that is subject to a Takeout Commitment with respect to which Seller or Approved Investor is in default, (e) that is rejected or excluded for any reason from the related Takeout Commitment by the Approved Investor, (f) that is not purchased by the Approved Investor in compliance with the Takeout Commitment at or prior to the expiration or termination of the Takeout Commitment for any reason, or (g) that is not repurchased by Seller in compliance with the provisions of Section 3(e).
“Delaware LLC Act” shall mean Chapter 18 of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended.
“Delegatee” shall mean, with respect to an eNote, the party designated in the MERS eRegistry as the “Delegatee” or “Delegatee for Transfers”, who in such capacity is authorized by the Controller to perform certain MERS eRegistry transactions on behalf of the Controller such as Transfers of Control and Transfers of Control and Location.
“Delinquent Mortgage Loan” shall mean any Mortgage Loan as to which any Monthly Payment, or part thereof, remains unpaid for [***] or more following the original Due Date for such Monthly Payment.
“Delivery” shall mean (a) with respect to any Agency Security issued by Ginnie Mae, when Buyer is registered as the registered owner of such Agency Security on Ginnie Mae's central registry and (b) with respect to any Agency Security issued by Fannie Mae or Freddie Mac, the later to occur of (i) the issuance of such Agency Security and (ii) the transfer of all of the right, title and ownership interest in such Agency Security to Buyer or its designee. An Agency Security shall be deemed to be “Delivered” upon Delivery in accordance herewith.
“Depository” shall have the meaning set forth in Section 9(d) of the Agreement.
“Division/Series Transaction” shall mean, with respect to any Person that is a limited liability company organized under the laws of the State of Delaware, that any such Person (a) divides into two or more Persons (whether or not the original Person or Subsidiary thereof survives such division) or (b) creates, or reorganizes into, one or more series, in each case, as contemplated under the laws of the State of Delaware, including without limitation Section 18-217 of the Delaware LLC Act.
“Dollars” and “$” shall mean lawful money of the United States of America.
“DTI” shall mean with respect to any Mortgagor, the ratio of the Mortgagor’s average monthly debt obligations to the Mortgagor’s average monthly gross income.
“Due Date” shall mean the day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.
“Due Diligence Cap” shall have the meaning set forth in the Pricing Letter.
“E-Sign” shall mean the federal Electronic Signatures in Global and National Commerce Act, as amended from time to time.
“Effective Date” shall mean the date upon which the conditions precedent set forth in Section 3(a) shall have been satisfied.
“Electronic Agent” shall mean MERSCORP Holdings, Inc., or its successor in interest or assigns.
“Electronic Record” shall mean, as the context requires, (i) “Record” and “Electronic Record,” both as defined in E-Sign, and shall include but not be limited to, recorded telephone conversations, fax copies or electronic transmissions, including without limitation, those involving the Warehouse Electronic System, and (ii) with respect to an eMortgage Loan, the related eNote and all other documents comprising the Mortgage File electronically created and that are stored in an electronic format, if any.
“Electronic Signature” shall have the meaning set forth in E-Sign.
“Electronic Tracking Agreement” shall mean one or more Electronic Tracking Agreements with respect to (x) the tracking of changes in the ownership, mortgage servicers and servicing rights ownership of Purchased Mortgage Loans held on the MERS System, and (y) the tracking of the Control of eNotes held on the MERS eRegistry, each in a form acceptable to Buyer.
“Electronic Transactions” shall mean transactions conducted using Electronic Records and/or Electronic Signatures or fax copies of signatures.
“Eligible Mortgage Loan” shall mean a Purchased Asset that is a Purchased Mortgage Loan which (a) is an Approved Mortgage Product, (b) complies with the representations and warranties set forth on Schedule 1 hereto (assuming that they are made as of each date of determination), (c) is not a Defective Mortgage Loan and (d) is not a Delinquent Mortgage Loan.
“eMortgage Loan” shall mean a Mortgage Loan (other than a Jumbo Mortgage Loan) with respect to which there is an eNote and as to which some or all of the other documents comprising the related Mortgage File may be created electronically and not by traditional paper documentation with a pen and ink signature.
“eNote” shall mean, with respect to any eMortgage Loan, the electronically created and stored Mortgage Note that is a Transferable Record.
“eNote Delivery Requirement” shall have the meaning set forth in Section 3(c)(ii) of this Agreement.
“eNote Replacement Failure” shall have the meaning set forth in the Custodial Agreement.
“eNote Secured Party” shall mean, with respect to a Ginnie Mae eNote Pooled Loan, the party designated in the MERS eRegistry as the “Secured Party”.
“eNote Secured Party Failure” shall mean, with respect to a Ginnie Mae eNote Pooled Loan, (a) if the eNote Secured Party status of the eNote shall not have been transferred to Ginnie Mae within [***] of certification thereof, (b) Ginnie Mae shall otherwise not be designated as the eNote Secured Party in the MERS eRegistry, (c) if the eVault shall have released the Authoritative Copy of such eNote in contravention of the requirements of the Custodial Agreement, or (d) if the Custodian initiated any changes on the MERS eRegistry in contravention of the terms of the Custodial Agreement.
“ERISA” shall, with respect to any Person, mean the Employee Retirement Income Security Act of 1974, as amended from time to time and any successor thereto, and the regulations promulgated and administrative rulings issued thereunder.
“ERISA Affiliate” shall, with respect to any Person, mean any Person which is treated as a single employer under Section 414(b) or (c) of the Code, or solely for purposes of Section 302 of ERISA and Section 412 of the Code is treated as a single employer described in Section 414 of the Code.
“Escrow Payments” shall mean, with respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.
“eVault” shall mean an electronic repository established and maintained by an Custodian for delivery and storage of eNotes.
“Event of Default” shall have the meaning set forth in Section 12 of the Agreement.
“Excess Proceeds” shall have the meaning set forth in Section 3(e) of the Agreement.
“Excluded Taxes” shall have the meaning set forth in Section 7(e) of the Agreement.
“Expenses” shall mean all present and future expenses incurred by or on behalf of Buyer in connection with this Agreement or any of the other Program Documents and any amendment, supplement or other modification or waiver related hereto or thereto, whether incurred heretofore or hereafter, which expenses shall include the cost of title, lien, judgment and
other record searches; reasonable attorneys’ fees; and costs of preparing and recording any UCC financing statements or other filings necessary to perfect the security interest created hereby.
“Facility Restricted Amount” shall have the meaning specified in the Pricing Letter.
“Facility Restricted Amount Rate” shall have the meaning specified in the Pricing Letter.
“Facility Termination Threshold” shall have the meaning specified in the Pricing Letter.
“Fannie Mae” shall mean the Federal National Mortgage Association, or any successor thereto.
“FATCA” shall have the meaning set forth in Section 7(a) of the Agreement.
“FDIA” shall have the meaning set forth in Section 31(d) of the Agreement.
“FDICIA” shall have the meaning set forth in Section 31(e) of the Agreement.
“FHA” shall mean the Federal Housing Administration, an agency within the United States Department of Housing and Urban Development, or any successor thereto, and including the Federal Housing Commissioner and the Secretary of Housing and Urban Development where appropriate under the FHA Regulations.
“FHA Loan” shall mean a Mortgage Loan which is the subject of an FHA Mortgage Insurance Certificate.
“FHA Mortgage Insurance Certificate” shall mean the certificate evidencing the contractual obligation of the FHA respecting the insurance of a Mortgage Loan.
“FHA Regulations” shall mean the regulations promulgated by the Department of Housing and Urban Development under the National Housing Act, as amended from time to time and codified in 24 Code of Federal Regulations, and other Department of Housing and Urban Development issuances relating to FHA Loans, including the related handbooks, circulars, notices and mortgagee letters.
“FHA, VA and RD Streamlined Mortgage Loan” shall mean a refinance Mortgage Loan available to Mortgagors with existing FHA Loans, VA Loans and RD Loans and such Mortgage Loan is the subject of an FHA Mortgage Insurance Certificate, VA Loan Guaranty Agreement or RD Loan Guaranty Agreement, as applicable.
“FICO” shall mean Fair Isaac & Co., or any successor thereto.
“Fidelity Insurance” shall mean insurance coverage with respect to employee errors, omissions, dishonesty, forgery, theft, disappearance and destruction, robbery and safe
burglary, property (other than money and securities) and computer fraud in an aggregate amount acceptable to Buyer.
“Financial Condition Covenants” shall mean the financial covenants of the Financial Reporting Party as set forth in Section 4 of the Pricing Letter.
“Financial Reporting Party” shall have the meaning specified in the Pricing Letter.
“Financial Statements” shall have the meaning set forth in Section 11(d) of the Agreement.
“Freddie Mac” shall mean Federal Home Loan Mortgage Corporation, or any successor thereto.
“GAAP” shall mean generally accepted accounting principles in the United States of America, applied on a consistent basis and applied to both classification of items and amounts, and shall include, without limitation, the official interpretations thereof by the Financial Accounting Standards Board, its predecessors and successors.
“Ginnie Mae” shall mean the Government National Mortgage Association, or any successor thereto.
“Ginnie Mae eNote Pooled Loan” shall mean an eMortgage Loan that is a part of a pool of Mortgage Loans to be certified to by a custodian to Ginnie Mae and that is eligible to be placed into the Ginnie Mae Mortgage-Backed Securities Program, as described in the Ginnie Mae Guidelines.
“Ginnie Mae Guidelines” shall mean the Ginnie Mae Mortgage-Backed Securities Guide, Handbook 5500.3, Rev. 1, as amended from time to time, and any related announcements, directives and correspondence issued by Ginnie Mae.
“GLB Act” shall have the meaning set forth in Section 11(u) of the Agreement.
“Governmental Authority” shall mean any nation or government, any state, county, municipality or other political subdivision thereof or any governmental body, agency, authority, department or commission (including, without limitation, any taxing authority) or any instrumentality or officer of any of the foregoing (including, without limitation, any court or tribunal) exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation, partnership or other entity directly or indirectly owned by or controlled by the foregoing and with respect to any insured depository institution, including without limitation the Appropriate Federal Banking Agency.
“Guarantee” shall mean, as to any Person, any obligation of such Person directly or indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for the payment of any Indebtedness of any other Person or otherwise protecting the holder of such Indebtedness against loss (whether by virtue of partnership arrangements, by agreement to keep-
well, to purchase assets, goods, securities or services, or to take-or-pay or otherwise); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee of a Person shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith. The terms “Guarantee” and “Guaranteed” used as verbs shall have correlative meanings.
“Hash Value” shall mean, with respect to an eNote, the unique, tamper-evident digital signature of such eNote that is stored with MERS.
“Hedge Agreement” shall mean, with respect to any or all of the Purchased Assets, any short sale of a US Treasury Security, or futures contract, or mortgage related security, or Eurodollar futures contract, or options related contract, or interest rate swap, cap or collar agreement or Takeout Commitment, or similar arrangement providing for protection against fluctuations in interest rates or the exchange of nominal interest obligations, either generally or under specific contingencies, entered into by Seller with a party and with terms, both acceptable to Buyer.
“High Balance Mortgage Loan” shall mean a Mortgage Loan, which is secured by a first lien, and such Mortgage Loan (a) conforms to the requirements of an Agency for securitization or cash purchase; (b) has an original Mortgage Loan principal balance in excess of general conventional loan amounts for Conforming Mortgage Loans; (c) has an original Mortgage Loan principal balance that is less than the maximum high balance county limit for the county in which the related Mortgaged Property is located and (d) has a minimum FICO score of 660.
“High Cost Mortgage Loan” shall mean a Mortgage Loan (a) classified as a “high cost” loan under the Home Ownership and Equity Protection Act of 1994 as described in Section 32 of Regulation Z (12 CRF 1026.32); (b) classified as a “high cost,” “high risk,” “high rate,” “threshold,” “covered,” or “predatory” loan under any other applicable state, federal or local law (or a similarly classified loan using different terminology under a law, regulation or ordinance imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees) or (c) having a percentage listed under the Indicative Loss Severity Column (the column that appears in the S&P Anti-Predatory Lending Law Update Table, included in the then-current S&P’s LEVELS® Glossary of Terms on Appendix E).
“HomePath Mortgage Loan” shall mean a Mortgage Loan that is originated in compliance with Fannie Mae’s HomePath mortgage loan program (as such program is amended, supplemented or otherwise modified, from time to time).
“HomePath Renovation Mortgage Loan” shall mean a Mortgage Loan that is originated in compliance with Fannie Mae’s HomePath mortgage loan program (as such program is amended, supplemented or otherwise modified, from time to time).
“HomeStyle Renovation Mortgage Loan” shall mean a Mortgage Loan that is originated in compliance with Fannie Mae’s HomeStyle Renovation mortgage loan program (as such program is amended, supplemented or otherwise modified, from time to time).
“HUD” shall mean the Department of Housing and Urban Development or any successor thereto.
“Income” shall mean, with respect to any Mortgage Loan at any time, any principal thereof then payable and all interest, dividends or other distributions payable thereon.
“Indebtedness” shall mean (a) all indebtedness for borrowed money or for the deferred purchase price of property or services and all obligations under leases which are or should be under GAAP, recorded as capital leases, in respect of which a person is directly or contingently liable as borrower, guarantor, endorser or otherwise, or in respect of which a person otherwise assures a creditor against loss, (b) all obligations for borrowed money or for the deferred purchase price of a property or services secured by (or for which the holder has an existing right, contingent or otherwise, to be secured by) any lien upon property (including without limitation accounts receivable and contract rights) owned by a person, whether or not such person has assumed or become liable for the payment thereof, and (c) all other liabilities and obligations which would be classified in accordance with GAAP as liabilities on a balance sheet or to which reference should be made in footnotes thereto.
“Indemnified Party” shall have the meaning set forth in Section 14(a) of the Agreement.
“Insolvency Event” shall mean, for any Person:
(a) that such Person or any Affiliate shall discontinue or abandon operation of its business; or
(b) that such Person or any Affiliate shall fail generally to, or admit in writing its inability to, pay its debts as they become due; or
(c) a proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of such Person or any Affiliate in an involuntary case under any applicable bankruptcy, insolvency, liquidation, reorganization or other similar Requirement of Law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person or any Affiliate, or for any substantial part of its property, or for the winding-up or liquidation of its affairs; or
(d) the commencement by such Person or any Affiliate of a voluntary case under any applicable bankruptcy, insolvency or other similar Requirement of Law now or hereafter in effect, or such Person’s or any Affiliate’s consent to the entry of an order for relief in an involuntary case under any such Requirement of Law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator, conservator or other similar official of such Person, or for any substantial part of its property, or any general assignment for the benefit of creditors; or
(e) that such Person or any Affiliate shall become insolvent; or
(f) if such Person or any Affiliate is a corporation, such Person or any Affiliate, or any of their Subsidiaries, shall take any corporate action in furtherance of, or the action of which would result in any of the actions set forth in the preceding clauses (a), (b), (c), (d) or (e).
“Insured Depository Institution” shall have the meaning ascribed to such term by Section 1813(c)(2) of Title 12 of the United States Code, as amended from time to time.
“Jumbo Mortgage Loan” shall mean a Mortgage Loan which is secured by a first lien Mortgage that (a) has an original Mortgage Loan principal balance in excess of general Conforming Mortgage Loan limits but not in excess of $2,000,000 or such other amount agreed to by Buyer in its sole discretion, (b) has an original Mortgage Loan principal balance in excess of the maximum high balance county limit for the county that the subject property is located in but not in excess of $2,000,000 or such other amount agreed to by Buyer in its sole discretion; (c) meets the eligibility requirements of Buyer as determined in its sole discretion and (d) has a Takeout Commitment from an Approved Investor which (i) shall include evidence of an underwriting approval, with no conditions outstanding to close the Mortgage Loan and a Takeout Price, purchase price commitment number and purchase price commitment expiration date for the Mortgage Loan or (ii) is in form and substance acceptable to Buyer in its sole discretion.
“Lien” shall mean any lien, claim, charge, restriction, pledge, security interest, mortgage, deed of trust or other encumbrance.
“Litigation Threshold” shall have the meaning specified in the Pricing Letter.
“LTV” shall mean (a) with respect to any Mortgage Loan other than a Agency High LTV Mortgage Loan, the ratio of the original outstanding principal amount of the Mortgage Loan to the Appraised Value of the Mortgaged Property at origination and (b) with respect to any Mortgage Loan that is an Agency High LTV Mortgage Loan, the ratio of the original outstanding principal amount of the Mortgage Loan to the Appraised Value of the Mortgaged Property as of the date such Mortgage Loan is funded as a refinanced Mortgage Loan under the “High LTV Refinance Option” program implemented by Fannie Mae or the “Enhanced Relief Refinance” program implemented by Freddie Mac, as applicable.
“Location” shall mean, with respect to an eNote, the location of such eNote which is established by reference to the MERS eRegistry.
“Manufactured Home Mortgage Loans” shall have the meaning specified on Schedule 1.
“Margin Call” shall have the meaning specified in Section 4(b) of the Agreement.
“Margin Deficit” shall have the meaning specified in Section 4(b) of the Agreement.
“Market Value” shall mean, as of any date with respect to any Purchased Asset, the price at which such Purchased Asset could readily be sold as determined by Buyer in its sole discretion which price may be determined to be zero. Seller acknowledges that Buyer’s determination of Market Value is for the limited purpose of determining the value of the Purchased Assets for the purposes hereunder without the ability to perform customary Buyer’s due diligence and is not necessarily equivalent to a determination of the fair market value of the Purchased Assets achieved by obtaining competing bids in an orderly market in which the originator/servicer is not in default hereunder and the bidders have adequate opportunity to perform customary loan and servicing due diligence. Buyer’s good faith determination of Market Value shall be conclusive upon the parties absent manifest error.
“Master Servicer Field” shall mean, with respect to an eNote, the field entitled, “Master Servicer” in the MERS eRegistry.
“Material Adverse Effect” shall mean a material adverse effect on (a) the Property, business, operations or financial condition of any Seller Party or any Affiliate, (b) the ability of any Seller Party or any Affiliate to perform its obligations under any of the Program Documents to which it is a party, (c) the validity or enforceability of any of the Program Documents, (d) the rights and remedies of Buyer or any Affiliate under any of the Program Documents, (e) the timely payment of any amounts payable under the Program Documents or (f) the Asset Value of the Purchased Assets taken as a whole.
“Maximum Aggregate Purchase Price” shall have the meaning set forth in the Pricing Letter.
“Maximum Committed Purchase Price” shall have the meaning specified in the Pricing Letter.
“MERS” shall mean Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.
“MERS eDelivery” shall mean the transmission system operated by the Electronic Agent that is used to deliver eNotes, other Electronic Records and data from one MERS eRegistry member to another using a system-to-system interface and conforming to the standards of the MERS eRegistry.
“MERS eRegistry” shall mean the electronic registry operated by the Electronic Agent that acts as the legal system of record that identifies the Controller, Delegatee and Location of the Authoritative Copy of registered eNotes.
“MERS Org ID” shall mean a number assigned by the Electronic Agent that uniquely identifies MERS members, or, in the case of a MERS Org ID that is a “Secured Party
Org ID”, uniquely identifies MERS eRegistry members, which assigned numbers for each of Buyer, Seller and Custodian have been provided to the parties hereto.
“MERS System” shall mean the mortgage electronic registry system operated by the Electronic Agent that tracks changes in Mortgage ownership, mortgage servicers and servicing rights ownership.
“Monthly Financial Statement Date” shall have the meaning set forth in the Pricing Letter.
“Monthly Payment” shall mean the scheduled monthly payment of principal and interest on a Mortgage Loan.
“Mortgage” shall mean each mortgage, assignment of rents, security agreement and fixture filing, or deed of trust, assignment of rents, security agreement and fixture filing, deed to secure debt, assignment of rents, security agreement and fixture filing, or similar instrument creating and evidencing a first lien on real property and other property and rights incidental thereto, unless such Mortgage is granted in connection with a Co-op Loan, in which case the first lien position is in the Co-op Shares and in the Proprietary Lease relating to such Co-op Shares.
“Mortgage File” shall mean, with respect to a Mortgage Loan, the documents and instruments relating to such Mortgage Loan and set forth in the Custodial Agreement.
“Mortgage Interest Rate” shall mean the rate of interest borne on a Mortgage Loan from time to time in accordance with the terms of the related Mortgage Note.
“Mortgage Loan” shall mean any first lien, one-to-four-family residential mortgage loan evidenced by a Mortgage Note and secured by a Mortgage, which Mortgage Loan is subject to a Transaction hereunder, which in no event shall include any mortgage loan which (a) includes any single premium credit, life or accident and health insurance or disability insurance, or (b) is a High Cost Mortgage Loan.
“Mortgage Loan Schedule” shall mean with respect to any Transaction as of any date, a mortgage loan schedule in the form of a computer tape or other electronic medium generated by Seller and delivered to Buyer via the Warehouse Electronic System and to Custodian as specified in the Custodial Agreement, which provides information relating to the Purchased Assets in a format required by Buyer.
“Mortgage Note” shall mean the promissory note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.
“Mortgage Product” shall have the meaning set forth in the Pricing Letter.
“Mortgaged Property” shall mean the real property or other Co-op Loan collateral securing repayment of the debt evidenced by a Mortgage Note.
“Mortgagor” shall mean the obligor or obligors on a Mortgage Note, including any Person who has assumed or guaranteed the obligations of the obligor thereunder.
“Net Income” shall mean, for any Person for any period, the net income of such Person for such period as determined in accordance with GAAP.
“Non-Excluded Taxes” shall have the meaning set forth in Section 7(a) of the Agreement.
“Non-Exempt Buyer” shall have the meaning set forth in Section 7(e) of the Agreement.
“Nondefaulting Party” shall have the meaning set forth in Section 29 of the Agreement.
“Obligations” shall mean (a) any amounts owed by Seller to Buyer in connection with a Transaction hereunder, together with interest thereon (including interest which would be payable as post-petition interest in connection with any bankruptcy or similar proceeding) and all other fees or expenses which are payable hereunder or under any of the Program Documents and (b) all other obligations or amounts owed by Seller to Buyer or an Affiliate of Buyer under any other contract or agreement, in each case, whether such amounts or obligations owed are direct or indirect, absolute or contingent, matured or unmatured.
“Omnibus Account” shall mean the account established pursuant to Section 9(d) of the Agreement.
“Operating Account” shall mean the account established pursuant to Section 9(d) of the Agreement.
“Other Conforming Mortgage Loan” shall mean a Mortgage Loan, which is secured by a first lien, such Mortgage Loan either (a) conforms to the requirements of an Agency for securitization or cash purchase or (b) is eligible to be insured by FHA, guaranteed by VA or guaranteed by RD (excluding any Mortgage Loan which exceeds Agency guidelines for maximum general conventional loan amount) but does not otherwise meet all of the requirements of a Conforming Mortgage Loan as set forth herein.
“Other Taxes” shall have the meaning set forth in Section 7(b) of the Agreement.
“PBGC” shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.
“Permitted Holders” means (i) SFS Holding Corp., (ii) any of the stockholders of SFS Holding Corp., (iii) any beneficiary of any such stockholder to the extent that such stockholder is a trust, and (iv) any other trust or entity to the extent that any person described in clauses (i) – (iii) beneficially owns or controls such trust or entity.
“Person” shall mean any individual, corporation, company, voluntary association, partnership, joint venture, limited liability company, trust, unincorporated association or government (or any agency, instrumentality or political subdivision thereof).
“Plan” shall have the meaning set forth in Section 10(s) of the Agreement.
“PMI Policy” shall mean a policy of primary mortgage guaranty insurance issued by a Qualified Insurer, as required by this Agreement with respect to certain Mortgage Loans.
“Post-Default Rate” shall have the meaning set forth in the Pricing Letter.
“Power of Attorney” shall have the meaning set forth in Section 8(d) of the Agreement.
“Price Differential” shall mean, with respect to any Transaction hereunder as of any date, the aggregate amount obtained by daily application of the Pricing Rate (or, during the continuation of an Event of Default, by daily application of the Post-Default Rate) for such Transaction to the Purchase Price for such Transaction on a 360 day per year basis for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the Repurchase Date (reduced by any amount of such Price Differential previously paid by Seller to Buyer with respect to such Transaction).
“Pricing Letter” shall mean that certain letter agreement among Buyer and each Seller Party, dated as of the date hereof, as the same may be amended from time to time.
“Pricing Rate” shall have the meaning set forth in the Pricing Letter.
“Program Documents” shall mean this Agreement, the Pricing Letter, the Custodial Agreement, the Electronic Tracking Agreement, the Netting Agreement, the Application, a Servicer Notice, if any, and the Power of Attorney.
“Property” shall mean any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.
“Proprietary Lease” shall mean the lease on a Co-op Unit evidencing the possessory interest of the owner in the Co-op Shares in such Co-op Unit.
“Purchase Advice” shall mean a list of Purchased Assets that are requested to be repurchased in connection with a sale to an Approved Investor which shall set forth the loan identification numbers and related Takeout Price on a loan-by-loan and aggregate basis in an electronic format agreed to by Buyer.
“Purchase Advice Deficiency” shall have the meaning set forth in Section 3(e) of the Agreement.
“Purchase Date” shall mean the date on which Purchased Assets are transferred by Seller to Buyer or its designee.
“Purchase Price” shall have the meaning set forth in the Pricing Letter.
“Purchased Agency Security” shall mean each Agency Security that is subject to a Transaction and which has not been repurchased by Seller hereunder.
“Purchased Assets” shall mean the Purchased Mortgage Loans and the Purchased Agency Securities.
“Purchased Mortgage Loan” shall mean each Mortgage Loan sold by Seller to Buyer in a Transaction, as reflected in the Confirmation, and which has not been repurchased by Seller hereunder.
“QM Rule” shall mean 12 CFR 1026.43(e), including all applicable official staff commentary.
“Qualified Insurer” shall mean a mortgage guaranty insurance company duly authorized and licensed where required by law to transact mortgage guaranty insurance business and acceptable under the Approved Underwriting Guidelines.
“Qualified Mortgage” shall mean a Mortgage Loan that satisfies the criteria for a “qualified mortgage” as set forth in the QM Rule.
“RD” shall mean the United States Department of Agriculture Rural Development and any successor thereto.
“RD Loan” shall mean a Mortgage Loan which is the subject of a RD Loan Guaranty Agreement as evidenced by a loan guaranty.
“RD Loan Guaranty Agreement” shall mean the agreement evidencing the contractual obligation of the RD respecting the guaranty of an RD Loan.
“Recognition Agreement” shall mean, an agreement among a Co-op Corporation, a lender and a Mortgagor with respect to a Co-op Loan whereby such parties (i) acknowledge that such lender may make, or intends to make, such Co-op Loan, and (ii) make certain agreements with respect to such Co-op Loan.
“Records” shall mean all instruments, agreements and other books, records, and reports and data generated by other media for the storage of information maintained by Seller or any other person or entity with respect to a Purchased Asset. Records shall include the Mortgage Notes, any Mortgages, the Mortgage Files, the credit files related to the Purchased Asset and any other instruments necessary to document or service a Mortgage Loan.
“Register” shall have the meaning set forth in Section 18(b) of the Agreement.
“Regulations T, U and X” shall mean Regulations T, U and X of the Board of Governors of the Federal Reserve System (or any successor), as the same may be modified and supplemented and in effect from time to time.\
“Relevant Governmental Body” shall mean the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or any successor of any of the foregoing.
“Reportable Event” shall mean any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty (30) day notice period is waived under subsections .21, .22, .24, .26, .27 or .28 of PBGC Reg. § 4043.
“Reporting Period” shall have the meaning provided in Section 10(s) of the Agreement.
“Repurchase Assets” shall have the meaning provided in Section 8(a) of the Agreement.
“Repurchase Date” shall mean the date on which Seller is to repurchase the Purchased Assets subject to a Transaction from Buyer which shall be the earliest of (i) the Termination Date or (ii) any date determined by application of the provisions of Sections 3(e) or 13.
“Repurchase Price” shall mean the price at which Purchased Assets are to be transferred from Buyer or its designee to Seller upon termination of a Transaction, which will be determined in each case (including Transactions terminable upon demand) as the sum of (a) the Purchase Price; (b) any unpaid Price Differential plus (c) any Warehouse Fees or other fees due as of the date of such determination.
“Request for Release of Documents” shall have the meaning set forth in the Custodial Agreement.
“Requirement of Law” shall mean as to any Person, the certificate of incorporation and bylaws or other organizational or governing documents of such Person, and any law, treaty, rule, regulation, procedure or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its Property is subject.
“Responsible Officer” shall mean an officer of Seller Party listed on Schedule 2 hereto, as such Schedule 2 may be amended from time to time.
“S&P” shall mean Standard & Poor’s Ratings Services, or any successor thereto.
“Sanctioned Country” shall mean at any time, a country, region or territory which is itself the subject or target of any Sanctions.
“Sanctioned Person” shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of Treasury, which may include designated Persons maintained by the U.S. Department of State, by the United Nations Security Council, the European Union, any
European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clause (a) or (b).
“Sanctions” shall have the meaning set forth in Section 10(y) of the Agreement.
“Scheduled Indebtedness” shall have the meaning set forth in Section 10(n) of the Agreement.
“SEC” shall have the meaning set forth in Section 32 of the Agreement.
“Section 4402” shall have the meaning set forth in Section 29 of the Agreement.
“Seller” shall mean United Wholesale Mortgage, LLC or any successor in interest thereto.
“Seller Party” shall mean each of Seller and the guarantor, if any, and collectively, Seller Parties.
“Settlement Threshold” shall have the meaning specified in the Pricing Letter.
“Servicer” shall mean Seller, in its capacity as servicer, Subservicer, its successors in interest and assigns as approved by Buyer, or any other servicer approved by the Buyer as provided herein upon delivery by such servicer of a Servicer Notice in the form of Exhibit C hereto and compliance with Section 15(b).
“Servicer Notice” shall mean to the extent applicable, the notice acknowledged by the third party Servicer substantially in the form of Exhibit C hereto.
“Servicing Agreement” shall have the meaning set forth in Section 15(b) of the Agreement.
“Servicing Rights” shall mean the rights of any Person to administer, service or subservice, the Purchased Assets or to possess related Records.
“Settlement Agent” shall mean a closing agent or a title insurance company or its agent which has not been disapproved by Buyer in its sole discretion.
“SIPA” shall have the meaning set forth in Section 32 of the Agreement.
“Stock Certificate” shall mean, with respect to a Co-op Loan, the certificates evidencing ownership of the Co-op Shares issued by the Co-op Corporation.
“Stock Power” shall mean, with respect to a Co-op Loan, an assignment of the Stock Certificate or an assignment of the Co-op Shares issued by the Co-op Corporation.
“Subservicer” shall have the meaning set forth in Section 15(b) of the Agreement. Upon the execution and delivery of a Servicer Notice and Servicer Agreement in accordance with Section 3(a) of the Agreement, Cenlar FSB, is approved as the Subservicer hereunder.
“Subservicer Field” shall mean, with respect to an eNote, the field entitled, “Subservicer” in the MERS eRegistry.
“Subsidiary” shall mean, with respect to any Person, any corporation, partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.
“Successor Rate” shall mean a rate determined by Buyer in accordance with Section 5(i) hereof.
“Successor Rate Conforming Changes” shall mean with respect to any proposed Successor Rate, any technical, administrative or operational change (including any change to the timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Buyer decides, in its sole discretion, may be appropriate to reflect the adoption and implementation of such Successor Rate and to permit the administration thereof by the Buyer in a manner substantially consistent with market practice (or, if the Buyer decides that adoption of any portion of such market practice is not administratively feasible or if the Buyer determines that no market practice for the administration of such Successor Rate exists, in such other manner of administration as the Buyer decides, in its sole discretion, is reasonably necessary in connection with the administration of this Agreement or any other Program Document.
“Successor Servicer” shall have the meaning set forth in Section 15(g) of the Agreement.
“Takeout Commitment” shall mean (a) with respect to Purchased Assets other than Jumbo Mortgage Loans and Purchased Agency Securities, either (i) a commitment of Seller to sell one or more such Purchased Assets to an Approved Investor (including an Agency) and the corresponding Approved Investor’s (including an Agency’s) commitment back to Seller to effectuate the foregoing, which commitment may be in the form of a “to be allocated” (TBA) commitment for which the related Purchased Assets are allocated or (ii) a commitment of an Agency to swap one or more Purchased Mortgage Loans for an Agency Security, which commitment may be in the form of a “to be allocated” (TBA) commitment for which the related Purchased Mortgage Loans are allocated; (b) with respect to Purchased Assets that are Jumbo Mortgage Loans, (i) a commitment of Seller to sell one or more such Purchased Assets to an
Approved Investor and the corresponding Approved Investor’s commitment back to Seller to effectuate the foregoing, or (ii) evidence that the Seller is granted delegated authority by the Approved Investor, which in each instance meets the requirements set forth in the definition of “Jumbo Mortgage Loan”; and (c) with respect to Purchased Agency Securities, a commitment of Seller to sell one or more Purchased Agency Securities to an Approved Investor and the corresponding Approved Investor’s commitment back to Seller to effectuate the foregoing; and in each case, the expiration date of such commitment has not occurred.
“Takeout Failure” shall mean, with respect to any Takeout Commitment (a) for the purchase of a Purchased Asset, the failure of the Approved Investor to purchase such Purchased Asset pursuant to such Takeout Commitment and (b) for the swap of a Purchased Mortgage Loan for an Agency Security backed by such Purchased Mortgage Loan, an Agency Security Issuance Failure.
“Takeout Price” shall mean the price at which the Approved Investor has agreed to purchase a Purchased Asset from the Seller.
“Tax Compliance Certificate” shall have the meaning set forth in Section 7(e)(ii) hereof.
“Taxes” shall have the meaning set forth in Section 7(a) of the Agreement.
“Termination Date” shall have the meaning set forth in the Pricing Letter.
“Third Party Participants” shall have the meaning set forth in Section 11(x) of the Agreement.
“Third Party Transaction Parties” shall have the meaning set forth in Section 16 of the Agreement.
“Trade Assignment” shall mean an assignment to Buyer of a forward trade between an Approved Investor and Seller with respect to one or more Purchased Agency Securities substantially in the form of Exhibit D hereto.
“Transaction” shall have the meaning specified in Section 1 of the Agreement.
“Transaction Request” shall mean a request from Seller to Buyer to enter into a Transaction, which shall be submitted electronically through the Warehouse Electronic System.
“Transfer of Control” shall mean, with respect to an eNote, a MERS eRegistry transfer transaction used to request a change to the current Controller of such eNote.
“Transfer of Control and Location” shall mean, with respect to an eNote, a MERS eRegistry transfer transaction used to request a change to the current Controller and Location of such eNote.
“Transfer of Location” shall mean, with respect to an eNote, a MERS eRegistry transfer transaction used to request a change to the current Location of such eNote.
“Transfer of Servicing” shall mean, with respect to an eNote, a MERS eRegistry transfer transaction used to request a change to the current Master Servicer Field or Subservicer Field of such eNote.
“Transferable Record” shall mean an Electronic Record under E-Sign and UETA that (i) would be a note under the Uniform Commercial Code if the Electronic Record were in writing, (ii) the issuer of the Electronic Record has expressly agreed is a “transferable record”, and (iii) for purposes of E-Sign, relates to a loan secured by real property.
“Trust Receipt” shall mean the “Master Trust Receipt” as defined in the Custodial Agreement.
“UETA” shall mean the Official Text of the Uniform Electronic Transactions Act as approved by the National Conference of Commissioners on Uniform State Laws at its Annual Conference on July 29, 1999.
“Unauthorized Servicing Modification” shall mean, with respect to an eNote, an unauthorized Transfer of Location, an unauthorized Transfer of Servicing or any unauthorized change in any other information, status or data initiated by the Master Servicer, the Subservicer (if any) or a vendor of the Master Servicer or the Subservicer (if any) with respect to such eNote on the MERS eRegistry.
“Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interest in any Repurchase Assets or the continuation, renewal or enforcement thereof is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of the Agreement relating to such perfection or effect of perfection or non-perfection.
“U.S. Treasury Regulations” shall mean regulations promulgated by the U.S. Department of the Treasury under the Code.
“VA” shall mean the U.S. Department of Veterans Affairs, an agency of the United States of America, or any successor thereto including the Secretary of Veterans Affairs.
“VA Loan” shall mean a Mortgage Loan which is the subject of a VA Loan Guaranty Agreement as evidenced by a loan guaranty certificate.
“VA Loan Guaranty Agreement” shall mean the agreement evidencing the contractual obligation of the VA respecting the guaranty of a VA Loan.
“Warehouse Accounts” shall have the meaning set forth in Section 9(c) of the Agreement.
“Warehouse Electronic System” shall mean the system utilized by Buyer either directly, or through its vendors, and which may be accessed by Seller in connection with delivering and obtaining information and requests in connection with the Program Documents.
“Warehouse Fees” shall have the meaning set forth in the Pricing Letter.
“Wet Delivery Deadline” shall have the meaning set forth in the Pricing Letter.
“Wet Loan” shall mean a Mortgage Loan (a) which Seller is selling to Buyer simultaneously with the origination thereof or (b) that is a Correspondent Mortgage Loan, for which the Mortgage File has not been delivered to Custodian.
“Wiring Instructions” shall mean the wiring instructions of Buyer and Seller set forth on Schedule 5 hereof or as otherwise directed by Buyer or Seller, as applicable.
SECTION 3. INITIATION; TERMINATION
(a)Conditions Precedent to Initial Transaction. Buyer’s agreement to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that Buyer shall have received from Seller any fees and expenses payable hereunder, and all of the following documents, each of which shall be satisfactory to Buyer and its counsel in form and substance:
(i)Program Documents. The Program Documents duly executed and delivered by the parties thereto.
(ii)Officer’s Certificate. An officer’s certificate of each Seller Party substantially in the form of Exhibit B attached hereto which shall include (A) certified copies of the organizational documents of each Seller Party and (B) a certified copy of a good standing certificate from the jurisdiction of organization of each Seller Party, dated as of no earlier than the date ten (10) Business Days prior to the Purchase Date with respect to the initial Transaction hereunder.
(iii)Opinion of Counsel. An opinion of each Seller Party’s counsel, in form and substance substantially as set forth in Exhibit A attached hereto.
(iv)Security Interest. Evidence that all other actions necessary or, in the opinion of Buyer, desirable to perfect and protect Buyer’s interest in the Purchased Assets and other Repurchase Assets have been taken, including, without limitation, UCC searches and duly authorized and filed Uniform Commercial Code financing statements on Form UCC-1.
(v)Insurance. Evidence that Seller has added endorsements for theft of warehouse lender money and collateral, naming Buyer as a loss payee under its Fidelity
Insurance and as a direct loss payee/right of action under its errors and omissions insurance policy.
(vi)Fees. Payment of any fees and other costs and expenses due to Buyer hereunder.
(vii)Other Documents. Such other documents as Buyer may reasonably request, in form and substance reasonably acceptable to Buyer.
(b)Conditions Precedent to all Transactions. Upon satisfaction of the conditions set forth in this Section 3(b), Buyer may enter into a Transaction with Seller. Buyer’s entering into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the intended use thereof:
(i)Due Diligence Review. Without limiting the generality of Section 16 of the Agreement, Buyer shall have completed, to its satisfaction, its preliminary due diligence review of the related Mortgage Loans and Seller Parties.
(ii)No Default; Maintenance of Compare Ratio. (x) No Default or Event of Default shall have occurred and be continuing under the Program Documents and (y) the Seller’s Compare Ratio with respect to its DE Compare Report and Institution Compare Report shall not exceed [***].
(iii)Representations and Warranties. Both immediately prior to the Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by each Seller Party in Section 10 of the Agreement, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).
(iv)Maximum Aggregate Purchase Price. After giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all Purchased Assets subject to then outstanding Transactions under this Agreement shall not exceed the Maximum Aggregate Purchase Price.
(v)No Margin Deficit. After giving effect to the requested Transaction, the Asset Value of all Purchased Assets exceeds the aggregate Purchase Price for such Transactions.
(vi)Transaction Request. Seller shall have delivered to Buyer a Mortgage Loan Schedule with respect to all Mortgage Loans subject to the requested Transaction pursuant to the timeframes set forth in Section 3(c) hereof.
(vii)Delivery of Mortgage File. Seller shall have delivered to Custodian the Mortgage File with respect to each Mortgage Loan (other than a Wet Loan) subject to the requested Transaction in accordance with the timeframes set forth in the Custodial Agreement.
(viii)Delivery of Trust Receipt. Custodian shall have delivered to Buyer, in accordance with the timeframes set forth in the Custodial Agreement, a Trust Receipt and a Custodial Loan Transmission with respect to each Mortgage Loan subject to the requested Transaction.
(ix)Release Documentation. If requested by Buyer, Seller shall have delivered to Buyer (a) with respect to a Correspondent Mortgage Loan, a bailee letter from the third party originator or its designee; (b) with respect to a Mortgage Loan that has been subject to a third party warehouse agreement (as approved by Buyer), a release from the related warehouse lender and (c) with respect a Mortgage Loan that Buyer is purchasing directly from Seller (as approved by Buyer), a release from Seller, in each case in form and substance acceptable to Buyer in its sole discretion.
(x)Fees and Expenses. Buyer shall have received all fees and expenses as contemplated by Sections 9 and 14(b) which amounts, at Buyer’s option, may be withheld from the proceeds remitted by Buyer to Seller pursuant to any Transaction hereunder.
(xi)No Violation of Law. If any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and bylaws or other organizational or governing documents) or any change in the interpretation or application of any Requirement of Law thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof shall result in Buyer’s entering into any Transaction to be a violation of such Requirement of Law.
(xii)No Material Adverse Change to Buyer. None of the following shall have occurred and/or be continuing:
(A)an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in Buyer not being able to finance Mortgage Loans through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or
(B)an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans or an event or events shall have occurred resulting in Buyer not being able to sell
securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or
(C)there shall have occurred a material adverse change in the financial condition of Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of Buyer to fund its obligations under this Agreement; or
(D)there shall have occurred (i) a material change in financial markets, an outbreak or escalation of hostilities or a material change in national or international political, financial or economic conditions; (ii) a general suspension of trading on major stock exchanges; or (iii) a disruption in or moratorium on commercial banking activities or securities settlement services.
(xiii)Approved Underwriting Guidelines. Buyer has consented to any material amendment or material modification to the Approved Underwriting Guidelines.
Each Transaction Request delivered by Seller hereunder shall constitute a certification by Seller that all the conditions set forth in this Section 3(b) (other than clause (xii) hereof) have been satisfied (both as of the date of such notice or request and as of Purchase Date).
(c)Initiation.
(i)Throughout each Business Day, Seller may request that Buyer enter into Transactions hereunder by delivering a Mortgage Loan Schedule with respect to all Mortgage Loans subject to the requested Transaction on or prior to (A) with respect to Wet Loans, 4:00 p.m. (New York City time) on the requested Purchase Date and (B) with respect to Mortgage Loans other than Wet Loans, 2:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date.
(ii)Seller shall deliver to Custodian the Mortgage File with respect to each Mortgage Loan subject to the requested Transaction (A) which is not a Wet Loan, in accordance with the timeframes set forth in the Custodial Agreement, and (B) with respect to each Wet Loan, on or prior to the Wet Delivery Deadline; provided that, with respect to any eMortgage Loan, Seller shall deliver to Custodian each of Buyer’s and Seller’s MERS Org IDs, and shall cause (i) the Authoritative Copy of the related eNote to be delivered to the eVault via a secure electronic file, (ii) other than with respect to a Ginnie Mae eNote Pooled Loan, the Controller status of the related eNote to be transferred to Buyer, (iii) with respect to a Ginnie Mae eNote Pooled Loan, the Controller status of the related eNote to reflect the MERS Org ID of Seller and the eNote Secured Party status of the related eNote to reflect the MERS Org ID of Ginnie Mae, (iv) the Location status of the related eNote to be transferred to Custodian, (v) other than with respect to a Ginnie Mae eNote Pooled Loan, the Delegatee status of the related eNote to be transferred to Custodian, in each case using MERS eDelivery and the MERS eRegistry, (vi) the Master Servicer Field status of the related eNote to be transferred to
Seller and (vii) the Subservicer Field status of the related eNote to be (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, blank (collectively, the “eNote Delivery Requirements”).
(iii)Following receipt of such request, with respect to (i) Transactions up to the Maximum Committed Purchase Price, Buyer shall agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Committed Purchase Price and (ii) Transactions in excess of the Maximum Committed Purchase Price, Buyer may agree to enter into such requested Transaction, and in each case, Buyer shall remit the Purchase Price pursuant to the Seller’s Wiring Instructions.
(iv)Buyer’s remittance of the Purchase Price in connection with the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction. Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and transfers all rights in and to the Purchased Assets evidenced on the related Mortgage Loan Schedule submitted through the Warehouse Electronic System.
(v)Buyer shall confirm the terms of each Transaction by posting a Confirmation on the Warehouse Electronic System by the end of the day on each Purchase Date. Each Confirmation together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by Seller no more than two (2) Business Days after the date such Confirmation was posted on the Warehouse Electronic System or unless a corrected Confirmation is posted by Buyer; provided that Buyer’s failure to post a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was posted on the Warehouse Electronic System.
(vi)The Repurchase Date for each Transaction shall not be later than the Termination Date.
(d)Issuance of Agency Securities. Upon the written approval of Buyer and subject to (x) Seller’s prompt delivery to the applicable Agency any and all documents necessary to enable such Agency to make Delivery to Buyer or its designee of an Agency Security backed by the related Purchased Mortgage Loans and (y) receipt of the applicable Trade Assignment, Seller may cause Purchased Mortgage Loans to be pooled for the purpose of backing an Agency Security. At such time as an Agency Security backed by a pool of Purchased Mortgage Loans is delivered to Buyer by the applicable Agency, (a) such Agency Security shall immediately and with no further action on the part of Buyer, Seller or Custodian become subject to a Transaction hereunder and (b) the pool of Purchased Mortgage Loans backing such Agency Security shall immediately and with no further action on the part of Buyer, Seller or Custodian no longer be
subject to a Transaction hereunder and Buyer shall have been deemed to release any ownership and/or security interest it has in such pool of Purchased Mortgage Loans.
(e)Repurchase; Purchase by an Approved Investor.
(i)Seller may repurchase Purchased Assets without penalty or premium on any date by remitting to Buyer the applicable Repurchase Price pursuant to the Buyer’s Wiring Instructions.
(ii)Any repurchase of Purchased Assets may occur simultaneously with a sale of the Purchased Asset to an Approved Investor subject to the following procedures:
(A) Seller shall instruct the Approved Investor to remit directly to Buyer pursuant to Buyer’s Wiring Instructions no later than 4:00 p.m. (New York City time) on any Business Day the Takeout Price in an amount equal to the Repurchase Price for such Purchased Asset.
(B)Simultaneously, Seller shall deliver to Buyer electronically the related Purchase Advice. The Takeout Price received by Buyer must equal the amount set forth on the Purchase Advice.
(C)The Takeout Price shall be applied to reduce the Repurchase Price in respect of the Purchased Assets listed on the Purchase Advice. In the event the Takeout Price is less than the Repurchase Price, the Buyer shall withdraw funds from the Operating Account and Warehouse Accounts such that no deficiency exists. Buyer shall use commercially reasonable efforts to provide notice of such withdrawal to Seller; provided that failure to provide such notice shall not affect Buyer’s right to make such withdrawal. For the avoidance of doubt, Buyer shall not release its interests in any Purchased Asset until such time as it receives the Repurchase Price in full.
(D)In the event Buyer receives the Takeout Price on or prior to 4:00 p.m. (New York City time) and either (x) no Purchase Advice is received or (y) the Takeout Price does not match the amount on the Purchase Advice (a “Purchase Advice Deficiency”), then Buyer shall retain the Takeout Price and the related Purchased Assets shall not be released and the Transactions shall continue to accrue Price Differential under this Agreement until the Purchase Advice Deficiency is remedied. In the event the Takeout Price matches the amount set forth in the Purchase Advice but are in excess of the Repurchase Price (such amount, the “Excess Proceeds”) provided that no Default or Event of Default exists, Buyer shall remit such Excess Proceeds to the Operating Account or as otherwise agreed to by Buyer and Seller.
(E)In no event shall Buyer be liable to Seller, any Approved Investor or any other Person in connection with the procedures set forth herein.
(iii)On the Repurchase Date, termination of the Transaction will be effected by reassignment to Seller or its designee of the Purchased Assets against the simultaneous transfer of the Repurchase Price as described in this Section 3(e). Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset.
SECTION 4. MARGIN AMOUNT MAINTENANCE
(a)Buyer shall determine the Market Value of each Purchased Asset at such intervals as determined by Buyer in its sole discretion.
(b)If at any time the aggregate Asset Values of Purchased Assets then subject to Transactions are less than the aggregate Purchase Prices for such Purchased Assets (a “Margin Deficit”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer to Buyer or its designee cash in the amount of the Margin Deficit.
(c)Notice delivered pursuant to Section 4(b) may be given by any written or electronic means. Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day.
(d)The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.
(e)Any cash transferred to Buyer pursuant to Section 4(b) above shall be held as unsegregated cash margin and collateral for all Obligations under this Agreement.
SECTION 5. COLLECTIONS; INCOME PAYMENTS
(a)On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date. To the extent a Purchased Asset is subject to a Transaction for a period in excess of forty-five (45) calendar days, at Buyer’s sole option, Price Differential shall be settled in cash on such date and thereafter as more frequently requested by Buyer.
(b)Upon request of Buyer, Seller shall establish and maintain a segregated time or demand deposit account for the benefit of Buyer (the “Custodial Account”) with Buyer, UBS AG Stamford Branch or an Insured Depository Institution acceptable to Buyer in its sole discretion and shall deposit into the Custodial Account, within two (2) Business Days of receipt, all Income received with respect to each Mortgage Loan sold hereunder. Seller shall cause all
Income received with respect to the Purchased Assets by any Servicer to be remitted directly to the Custodial Account. Under no circumstances shall Seller deposit any of its own funds into the Custodial Account or otherwise commingle its own funds with funds belonging to Buyer as owner of any Mortgage Loans. Seller shall name the Custodial Account “United Wholesale Mortgage, LLC in trust for the benefit of UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York.”
(c)All Income received with respect to a Mortgage Loan purchased hereunder, whether or not deposited in the Custodial Account, shall be held in trust for the exclusive benefit of Buyer as the owner of such Mortgage Loan.
(d)Following an Event of Default, Seller shall remit to Buyer funds in the Custodial Account as required by Buyer. Such remittances shall be by wire transfer in accordance with wire transfer instructions previously given to Seller by Buyer.
(e)Seller authorizes Buyer to withdraw any Income otherwise due Buyer hereunder from any of the Warehouse Accounts and the Operating Account.
(f)Seller shall not change the identity or location of the Custodial Account. Seller shall from time to time, at its own cost and expense, execute such directions to Buyer, and other papers, documents or instruments as may be reasonably requested by Buyer.
(g)If Buyer so requests, Seller shall promptly notify Buyer of each deposit in the Custodial Account, and each withdrawal from the Custodial Account, made by it with respect to Mortgage Loans owned by Buyer and serviced by Seller. Seller shall also promptly deliver to Buyer photocopies of all periodic bank statements and other records relating to the Custodial Account as Buyer may from time to time request.
(h)The amount required to be paid or remitted by Seller to Buyer, not made when due shall bear interest from the due date until the remittance, transfer or payment is made, payable by Seller, at the lesser of the Post-Default Rate or the maximum rate of interest permitted by law. If there is no maximum rate of interest specified by applicable law, interest on such sums shall accrue at the Post-Default Rate.
(i)If on any date, Buyer determines in its sole discretion that, by reason of circumstances affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining the Benchmark; (ii) the Benchmark is no longer in existence; (iii) continued implementation of the Benchmark is no longer operationally, administratively or technically feasible or no significant market practice for the administration of the Benchmark exists, (iv) the Benchmark will not adequately and fairly reflect the cost to Buyer of purchasing or maintaining Transactions or (v) the Relevant Governmental Body, the CME Term SOFR Administrator or a Governmental Authority having jurisdiction over Buyer has made a public statement identifying a specific date after which the Benchmark shall no longer be made available or used for determining the interest rate of loans, Buyer may give prompt written notice thereof to Seller Parties, whereupon the rate for such period that will replace the Benchmark for such period, and for all subsequent periods until such notice has been withdrawn by Buyer, shall be the greater of
(x) an alternative benchmark rate (including any mathematical or other adjustments to the benchmark rate (if any) incorporated therein) and (y) zero, together with any proposed Successor Rate Conforming Changes, as determined by Buyer in its sole discretion in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities (any such rate, a “Successor Rate”).
(j)To the extent Buyer implements a Successor Rate and Successor Rate Conforming Changes it will promptly notify Seller Parties of the effectiveness of any such changes in writing. Any determination of a Successor Rate and the adoption of Successor Rate Conforming Changes shall be made by Buyer in a manner substantially consistent with market practice with respect to similarly situated counterparties with substantially similar assets in similar facilities and any such Successor Rate Conforming Changes will become effective without any further action or consent of Seller Parties to this Agreement or the other Program Documents.
SECTION 6. REQUIREMENT OF LAW
(a)If any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and bylaws or other organizational or governing documents) including those regarding capital adequacy, or any change in the interpretation or application of any Requirement of Law thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:
(i) shall subject Buyer to any Tax or increased Tax of any kind whatsoever or change the basis of taxation of payments to Buyer;
(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, or other extensions of credit by, or any other acquisition of funds by, any office of Buyer;
(iii) shall impose on Buyer any other condition;
and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of entering, continuing or maintaining any Transaction or to reduce any amount due or owing hereunder in respect thereof, or shall have the effect of reducing Buyer’s rate of return then, in any such case, Seller shall promptly pay Buyer such additional amount or amounts as calculated by Buyer in good faith as will compensate Buyer for such increased cost or reduced amount receivable on an after-tax basis.
(b)If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether
or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then from time to time, Seller shall promptly pay to Buyer such additional amount or amounts as will compensate Buyer for such reduction.
(c)If Buyer becomes entitled to claim any additional amounts pursuant to this Section 6, it shall promptly notify Seller of the event by reason of which it has become so entitled prior to such event, or as promptly thereafter, as reasonably practicable. A certificate as to any additional amounts payable pursuant to this Section 6 submitted by Buyer to Seller shall be conclusive in the absence of manifest error.
SECTION 7. TAXES.
(a)Any and all payments by or on behalf of any Seller Party under or in respect of this Agreement or any other Program Documents to which any Seller Party is a party shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future taxes, levies, imposts, duties, deductions, assessments, fees, charges or withholdings (including backup withholdings), and all liabilities (including penalties, interest and additions to tax) with respect thereto, whether now or hereafter imposed, levied, collected, withheld or assessed by any taxation authority or other Governmental Authority (collectively, “Taxes”), unless required by law. If any Person shall be required under any applicable Requirement of Law to deduct or withhold any Taxes from or in respect of any sum payable under or in respect of this Agreement or any of the other Program Documents to Buyer (including, for purposes of Section 6 and this Section 7, any agent, assignee, successor or participant), (i) Seller Party shall make all such deductions and withholdings in respect of Taxes, (ii) Seller Party shall timely pay the full amount deducted or withheld in respect of Taxes to the relevant taxation authority or other Governmental Authority in accordance with any Requirement of Law, and (iii) the sum payable by Seller Party shall be increased as may be necessary so that after Seller Party has made all required deductions and withholdings (including deductions and withholdings applicable to additional amounts payable under this Section 7) such Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made in respect of Non-Excluded Taxes. For purposes of this Agreement the term “Non-Excluded Taxes” are Taxes other than, in the case of a Buyer, (i) Taxes that are imposed on its overall net income (and franchise taxes imposed in lieu thereof) by the jurisdiction under the laws of which such Buyer is organized or of its applicable lending office, or any political subdivision thereof, unless such Taxes are imposed as a result of such Buyer having executed, delivered or performed its obligations or received payments under, or enforced, this Agreement or any of the other Program Documents (in which case such Taxes will be treated as Non-Excluded Taxes), and (ii) Taxes imposed as a result of its failure to comply with the requirements of Sections 1471 through 1474 of the Code (as in effect on the date hereof) and any U.S. Treasury Regulations promulgated thereunder (“FATCA”).
(b)In addition, each Seller Party hereby agrees to timely pay or, at the Buyer’s option, timely reimburse it for payment of, any present or future stamp, court, recording, documentary, excise, filing, intangible, property or value-added taxes, or similar taxes, charges or levies that arise from any payment made under or in respect of this Agreement or any other Program Document or from the execution, delivery, enforcement or registration of, any performance, receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Program Document (collectively, “Other Taxes”).
(c)Each Seller Party hereby agrees to indemnify Buyer (including its Beneficial Tax Owners) for, and to hold it harmless against, the full amount of Non-Excluded Taxes and Other Taxes, and the full amount of Taxes of any kind imposed by any jurisdiction on amounts payable under this Section 7 imposed on, paid, deducted or withheld by such Buyer (or any Beneficial Tax Owners thereof) and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. A certificate as to the amount of such Taxes or liabilities delivered to the Seller Party by Buyer shall be conclusive absent manifest error. The indemnity by each Seller Party provided for in this Section 7(c) shall apply and be made whether or not the Non-Excluded Taxes, Other Taxes or any other liabilities for which indemnification hereunder is sought have been correctly or legally asserted. Amounts payable by a Seller Party under the indemnity set forth in this Section 7(c) shall be paid within thirty (30) days from the date on which Buyer makes written demand therefor. Notwithstanding the foregoing, if any governmental agency, organization or enforcement body with the due authorization to make any such judgment or determination, adjudges or determines that any amount which at any time provided the basis for Buyer to seek indemnification from any Seller Party pursuant to the terms of this Section 7(c) and to the extent such amount was previously paid by either Seller Party, to have been incorrectly assessed against Buyer, Buyer shall promptly remit any and all amounts so determined to have been incorrectly assessed.
(d)Within thirty (30) days after the date of any payment of Taxes, Seller Party (or any Person making such payment on behalf of Seller Party) shall furnish to Buyer for its own account a certified copy of the original official receipt evidencing payment thereof.
(e)For purposes of this Section 7(e), the terms “United States” and “United States person” shall have the meanings specified in Section 7701 of the Code. Each Buyer (including for avoidance of doubt any assignee, successor or participant) that either (i) is not organized under the laws of the United States, any State thereof, or the District of Columbia or (ii) whose name does not include “Incorporated,” “Inc.,” “Corporation,” “Corp.,” “P.C.,” “insurance company,” or “assurance company” (a “Non-Exempt Buyer”) shall deliver or cause to be delivered to Seller the following properly completed and duly executed documents:
(i)in the case of a Non-Exempt Buyer that is not a United States person or is a disregarded entity for U.S. federal income tax purposes owned by a person that is not a United States person, a complete and executed (x) U.S. Internal Revenue Service Form W-8BEN with Part II completed in which such Buyer claims the benefits of a tax treaty with the United States providing for a zero or reduced rate of withholding (or any
successor forms thereto), including all appropriate attachments or (y) a U.S. Internal Revenue Service Form W-8ECI (or any successor forms thereto); or
(ii)in the case of a Non-Exempt Buyer that is an individual, (x) for non-United States persons, a complete and executed U.S. Internal Revenue Service Form W-8BEN (or any successor forms thereto) and a certificate substantially in the form of Exhibit F (a “Tax Compliance Certificate”) or (y) for United States persons, a complete and executed U.S. Internal Revenue Service Form W-9 (or any successor forms thereto); or
(iii)in the case of a Non-Exempt Buyer that is organized under the laws of the United States, any State thereof, or the District of Columbia and that is not a disregarded entity for U.S. federal income tax purposes owned by a person that is not a United States person, a complete and executed U.S. Internal Revenue Service Form W-9 (or any successor forms thereto); or
(iv)in the case of a Non-Exempt Buyer that (x) is not organized under the laws of the United States, any State thereof, or the District of Columbia and (y) is treated as a corporation for U.S. federal income tax purposes, a complete and executed U.S. Internal Revenue Service Form W-8BEN (or any successor forms thereto) and a Tax Compliance Certificate; or
(v)in the case of a Non-Exempt Buyer that (A) is treated as a partnership or other non-corporate entity, and (B) is not organized under the laws of the United States, any State thereof, or the District of Columbia, (x)(i) a complete and executed U.S. Internal Revenue Service Form W-8IMY (or any successor forms thereto) (including all required documents and attachments) and (ii) a Tax Compliance Certificate, and (y) in the case of a non-withholding foreign partnership or trust, without duplication, with respect to each of its beneficial owners and the beneficial owners of such beneficial owners looking through chains of owners to individuals or entities that are treated as corporations for U.S. federal income tax purposes (all such owners, “Beneficial Tax Owners”), the documents that would be provided by each such Beneficial Tax Owner if such Beneficial Tax Owner were Buyer; or
(vi)in the case of a Non-Exempt Buyer that is disregarded for U.S. federal income tax purposes, the document that would be required by clause (i), (ii), (iii), (iv), (v), (vii) and/or this clause (vi) of this Section 7(e) with respect to its Beneficial Tax Owner if such Beneficial Tax Owner were Buyer; or
(vii)in the case of a Non-Exempt Buyer that (A) is not a United States person and (B) is acting in the capacity of an “intermediary” (as defined in U.S. Treasury Regulations), (x)(i) a U.S. Internal Revenue Service Form W-8IMY (or any successor form thereto) (including all required documents and attachments) and (ii) a Tax Compliance Certificate, and (y) if the intermediary is a “non-qualified intermediary” (as defined in U.S. Treasury Regulations), from each person upon whose behalf the “non-qualified intermediary” is acting the documents that would be required by clause (i), (ii),
(iii), (iv), (v), (vi), and/or this clause (vii) with respect to each such person if each such person were Buyer; and
(viii)if a payment made to a Buyer under this Agreement or any other Program Documents would be subject to U.S. federal withholding Tax imposed by FATCA if such Buyer were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Buyer shall deliver to Seller at the time or times prescribed by law and at such time or times reasonably requested by Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Seller as may be necessary for a Seller Party to comply with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (viii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
If a Buyer provides a form pursuant to Section 7(e)(i)(x) and the form provided by the Buyer at the time such Buyer first becomes a party to this Agreement or, with respect to a grant of a participation, the effective date thereof, indicates a United States interest withholding tax rate under the tax treaty in excess of zero, withholding tax at such rate shall be treated as Taxes other than “Non-Excluded Taxes” (“Excluded Taxes”) and shall not qualify as Non-Excluded Taxes unless and until such Buyer provides the appropriate form certifying that a lesser rate applies, whereupon withholding tax at such lesser rate shall be considered Excluded Taxes solely for the periods governed by such form. If, however, on the date a Person becomes an assignee, successor or participant to this Agreement, the Buyer transferor was entitled to indemnification or additional amounts under this Section 7, then the Buyer assignee, successor or participant shall be entitled to indemnification or additional amounts to the extent that the Buyer transferor was entitled to such indemnification or additional amounts for Non-Excluded Taxes, and the Buyer assignee, successor or participant shall be entitled to additional indemnification or additional amounts for any other or additional Non-Excluded Taxes.
(f)For any period with respect to which a Buyer has failed to provide Seller with the appropriate form, certificate or other document described in Section 7(e) (other than if such failure is due to a change in any Requirement of Law, or in the interpretation or application thereof, occurring after the date on which a form, certificate or other document originally was required to be provided), such Buyer shall not be entitled to indemnification or additional amounts under subsection (a) or (c) of this Section 7 with respect to Non-Excluded Taxes imposed by the United States by reason of such failure; provided, however, that should a Buyer become subject to Non-Excluded Taxes because of its failure to deliver a form, certificate or other document required hereunder, Seller shall take such steps as such Buyer shall reasonably request, to assist such Buyer in recovering such Non-Excluded Taxes.
(g)Without prejudice to the survival of any other agreement of any Seller Party hereunder, the agreements and obligations of each Seller Party contained in this Section 7 shall survive the termination of this Agreement and the other Program Documents. Nothing
contained in Section 6 or this Section 7 shall require Buyer to complete, execute or make available any of its Tax returns or any other information that it deems to be confidential or proprietary, or whose completion, execution or submission would, in Buyer’s judgment, materially prejudice Buyer’s legal or commercial position.
SECTION 8. SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT
(a)Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other than as set forth in Section 20 for U.S. tax purposes), in the event any such Transactions are deemed to be loans, and in any event Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in:
(i) the Purchased Assets;
(ii)the Records related to the Purchased Assets;
(iii)the Program Documents (to the extent such Program Documents and Seller’s right thereunder relate to the Purchased Assets);
(iv)any Property relating to any Purchased Asset or the related Mortgaged Property;
(v)any Takeout Commitments relating to any Purchased Assets;
(vi)any Closing Protection Letter, escrow letter or settlement agreement relating to any Purchased Asset;
(vii)any Servicing Rights relating to any Purchased Asset;
(viii)all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance;
(ix)any Income relating to any Purchased Asset;
(x)the Custodial Account;
(xi)the Warehouse Accounts;
(xii)the Operating Account;
(xiii)any Hedge Agreements relating to any Purchased Asset;
(xiv)any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Asset;
(xv)any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets;
(xvi)accounts, chattel paper (including electronic chattel paper), goods (including inventory and equipment and any accessions thereto), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles and software) in each case related to the Purchased Assets;
(xvii)together with all accessions and additions thereto, substitutions and replacements therefor, and all products and proceeds of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”).
(b)Servicing Rights. Seller acknowledges that it has sold the Purchased Assets to Buyer on a servicing released basis and it has no rights to service the Purchased Assets. Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(xi) of the Bankruptcy Code.
(c)Financing Statements. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate. Seller shall pay the searching and filing costs for any financing statement or statements prepared or searched pursuant to this Agreement.
(d)Buyer’s Appointment as Attorney in Fact. Seller agrees to execute a Power of Attorney, the form of Exhibit E hereto (the “Power of Attorney”), to be delivered on the date hereof.
SECTION 9. PAYMENT, TRANSFER; ACCOUNTS
(a)Payments and Transfers of Funds. Unless otherwise mutually agreed in writing, all transfers of funds to be made by Seller hereunder shall be made in Dollars, in immediately available funds, without deduction, set off or counterclaim, to Buyer pursuant to the Wiring Instructions, on the date on which such payment shall become due.
(b)Remittance of Purchase Price. On the Purchase Date for each Transaction, ownership of the Purchased Assets shall be transferred to Buyer or its designee against the
simultaneous transfer of the Purchase Price pursuant to Seller’s Wiring Instructions. With respect to the Purchased Assets being sold by Seller on a Purchase Date, Seller hereby sells, transfers, conveys and assigns to Buyer or its designee without recourse, but subject to the terms of this Agreement, all the right, title and interest of Seller in and to the Purchased Assets together with all right, title and interest in and to the proceeds of any related Repurchase Assets.
(c)Warehouse Accounts. Buyer or the Buyer’s designee shall maintain for Seller an inbound account and a margin account (the “Warehouse Accounts”). The Warehouse Accounts shall be in the form, with respect to (i) amounts other than the Facility Restricted Amount, of non-interest bearing book-entry accounts and (ii) the Facility Restricted Amount, an interest-bearing account that shall accrue interest at the Facility Restricted Amount Rate. The Facility Restricted Amount shall be held in the Warehouse Accounts as Restricted Cash. Buyer shall have exclusive withdrawal rights from the Warehouse Accounts, including, without limitation, exclusive withdrawal rights with respect to the Facility Restricted Amount. All amounts on deposit in the Warehouse Accounts shall be held as cash margin and collateral for all Obligations under this Agreement. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, Buyer shall be entitled to use any or all of the amounts on deposit in any Warehouse Account to cure such circumstance or otherwise exercise remedies available to Buyer without prior notice to, or consent from, Seller. Notwithstanding the foregoing, Seller acknowledges that (i) amounts in the Warehouse Accounts, including, without limitation, the Facility Restricted Amount, are not insured by the Federal Deposit Insurance Corporation, any governmental entity or otherwise and (ii) Buyer is not required to segregate funds in the Warehouse Accounts from its own funds or from funds held for others.
(d)Operating Account. From time to time, Seller may provide funds to Buyer for deposit to a non-interest bearing account (the “Operating Account”) in accordance with this Section 9. The Operating Account shall be a subaccount of an interest-bearing savings account (the “Omnibus Account”) maintained by Buyer as agent for the benefit of Seller and other sellers of mortgage related assets with a bank determined by Buyer its sole discretion (the “Depository”). The Buyer shall have non-exclusive withdrawal rights from the Operating Account. Seller acknowledges that Buyer acts as Seller’s agent for the limited purpose of placing funds with the Depository, and that funds held by Buyer as Seller’s agent are not a deposit account or other liability of Buyer. Buyer shall maintain records of Seller’s interest in the funds maintained in the Omnibus Account. Withdraws may be paid by wire transfer or any other means chosen by Buyer from time to time in its sole discretion.
(e)Depository. Unless otherwise designated in writing by Buyer, the Depository shall be UBS AG, Stamford Branch. Funds on deposit at the UBS AG, Stamford Branch are not insured by the Federal Deposit Insurance Corporation, Securities Investor Protection Corporation or any governmental agency of the United States, Switzerland or any other jurisdiction. The Omnibus Account and Operating Account are obligations of the UBS AG, Stamford Branch only, and are not obligations of UBS AG generally or of any of its other affiliates. The payment of principal and interest on the Operating Account at the UBS AG, Stamford Branch is subject to the creditworthiness of UBS AG. The Operating Account is not a deposit account or other liability of Buyer. In the unlikely event of the failure of the UBS AG,
Stamford Branch, the Seller acknowledges that it will be a general unsecured creditor of UBS AG.
(f)Buydown Amount. The Buydown Amount shall be held as unsegregated cash margin and collateral for all Obligations under this Agreement. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount and to withdraw such amount from the Operating Account in Buyer’s sole discretion to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, Seller. Regardless of whether a Margin Call or other Default exists, Buyer also may withdraw interest paid to the Operating Account in its discretion from time to time, and without prior notice to or consent from the Seller, as a full or partial off-set to Seller’s obligation hereunder to pay the Price Differential. Within two (2) Business Days’ receipt of written request from Seller, and provided no Margin Call or other Default exists, Buyer shall withdraw any portion of such Buydown Amount from the Operating Account and remit such amount back to Seller.
(g)Fees. Seller shall pay in immediately available funds to Buyer all fees, including without limitation, the Warehouse Fees, as and when required hereunder. All such payments shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Buyer at such account designated by Buyer. Without limiting the generality of the foregoing or any other provision of this Agreement, Buyer may withdraw and retain from the Warehouse Accounts and Operating Account any Warehouse Fees due and owing to Buyer.
(h)Facility Restricted Amount Interest. The Facility Restricted Amount will accrue interest at the Facility Restricted Amount Rate, as applicable. Unless otherwise set forth in the Pricing Letter:
(i)The Depository calculates interest accrual daily, but credits interest monthly. The Depository credits interest to the Operating Account in the month following its accrual on a schedule set by Depository from time to time, which may result in a delay in interest crediting as late as the twentieth (20th) day of the calendar month.
(ii)The Depository accrues interest on funds on the Facility Restricted Amount beginning on the day on which such funds are received in the applicable Warehouse Account and through, but not including, the day on which funds are withdrawn from such Warehouse Account.
(iii)Interest paid on funds on the Facility Restricted Amount at Facility Restricted Amount Rate shall be credited to the Operating Account unless otherwise withdrawn by Buyer at the direction of Seller as provided herein.
SECTION 10. REPRESENTATIONS
Each Seller Party, jointly and severally, represents and warrants to Buyer that as of the Purchase Date for any Purchased Assets, as of the date of this Agreement and any
Transaction hereunder and at all times while the Program Documents are in full force and effect and/or any Transaction hereunder is outstanding:
(a)Acting as Principal. Seller will engage in such Transactions as principal (or, if agreed in writing in advance of any Transaction by the other party hereto, as agent for a disclosed principal).
(b)No Broker. Seller has not dealt with any broker, investment banker, agent, or other person, except for Buyer, who may be entitled to any commission or compensation in connection with the sale of Purchased Assets pursuant to this Agreement.
(c)Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy, certified by its president or chief financial officer, of its (a) Financial Statements for the Financial Reporting Party for the fiscal year ended the Annual Financial Statement Date, setting forth in each case in comparative form the figures for the previous year, with an unqualified opinion thereon of an Approved CPA and (b) Financial Statements for the Financial Reporting Party for such monthly period(s), of the Financial Reporting Party up until Monthly Financial Statement Date, setting forth in each case in comparative form the figures for the previous month and year-to-date. All such Financial Statements are complete and correct and fairly present, in all material respects, the consolidated and consolidating financial condition of the Financial Reporting Party and the consolidated and consolidating results of its operations as at such dates and for such monthly periods, all in accordance with GAAP. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party taken as a whole from that set forth in said Financial Statements nor is any Seller Party aware of any state of facts which (without notice or the lapse of time) would or could result in any such material adverse change or could have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writing.
(d)Organization, Etc. Each Seller Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each Seller Party (a) has all requisite corporate or other power, and has all governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a Material Adverse Effect; (b) is qualified to do business and is in good standing in all other jurisdictions in which the nature of the business conducted by it makes such qualification necessary, except where failure so to qualify would not be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; and (c) has full power and authority to execute, deliver and perform its obligations under the Program Documents.
(e)Authorization, Compliance, Approvals. The execution and delivery of, and the performance by each Seller Party of its obligations under, the Program Documents to which it is a party (a) are within Seller Party’s powers, (b) have been duly authorized by all requisite action, (c) do not violate any provision of applicable law, rule or regulation, or any order, writ, injunction or decree of any court or other Governmental Authority, or its organizational documents, (d) do not violate any indenture, agreement, document or instrument to which Seller Party or any of its Subsidiaries is a party, or by which any of them or any of their properties, any of the Repurchase Assets is bound or to which any of them is subject and (e) are not in conflict with, do not result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be provided by any Program Document, result in the creation or imposition of any Lien upon any of the property or assets of Seller Party or any of its Subsidiaries pursuant to, any such indenture, agreement, document or instrument. Seller Party is not required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any Governmental Authority in connection with or as a condition to the consummation of the Transactions contemplated herein and the execution, delivery or performance of the Program Documents to which it is a party.
(f)Litigation. There are no actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings affecting Seller Party or any of its Subsidiaries or affecting any of the Repurchase Assets or any of the other properties of Seller Party before any Governmental Authority which (i) questions or challenges the validity or enforceability of the Program Documents or any action to be taken in connection with the transactions contemplated hereby, (ii) except as disclosed to Buyer, makes a claim or claims in an aggregate amount greater than the Litigation Threshold, (iii) individually or in the aggregate, if adversely determined, would be reasonably likely to have a Material Adverse Effect, (iv) requires filing with the SEC in accordance with its regulations or (v) relates to any violation of the Home Ownership and Equity Protection Act as described in Section 32 of Regulation Z, or any state, city or district high cost home mortgage or predatory lending law.
(g)Purchased Assets.
(i)Seller has not assigned, pledged, or otherwise conveyed or encumbered any Purchased Asset to any other Person, and immediately prior to the sale of such Purchased Asset to Buyer, Seller was the sole owner of such Purchased Asset and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder.
(ii)The provisions of this Agreement are effective to either constitute a sale of Repurchase Assets to Buyer or to create in favor of Buyer a valid first priority security interest in all right, title and interest of Seller in, to and under the Repurchase Assets.
(h)Proper Names; Chief Executive Office/Jurisdiction of Organization. Seller does not operate in any jurisdiction under a trade name, division name or name other than those set forth on Schedule 4. On the Effective Date, Seller’s principal office is, and has been,
located as specified in Section 23 hereto. Seller’s jurisdiction of organization, type of organization and organizational identification number is as set forth in the Pricing Letter.
(i)Location of Books and Records. The location where Seller keeps its books and records, including all computer tapes, computer systems and storage media and records related to the Repurchase Assets is its chief executive office.
(j)Enforceability. This Agreement and all of the other Program Documents executed and delivered by each Seller Party in connection herewith are legal, valid and binding obligations of Seller Party and are enforceable against Seller Party in accordance with their terms except as such enforceability may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar Requirement of Law affecting creditors’ rights generally and (ii) general principles of equity.
(k)Ability to Perform. Seller Party does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in the Program Documents to which it is a party on its part to be performed.
(l)No Default. No Default or Event of Default has occurred and is continuing.
(m)No Adverse Selection. Seller has not selected the Purchased Assets in a manner so as to adversely affect Buyer’s interests.
(n)Scheduled Indebtedness. All Indebtedness greater than $1,000,000 of Seller that consists of senior debt, subordinated debt, lines of credit, warehouse facilities, repurchase facilities and other financing arrangements that are presently in effect and/or outstanding is listed on Schedule 3 hereto (the “Scheduled Indebtedness”) and no defaults or events of default exist thereunder.
(o)Accurate and Complete Disclosure. The information, reports, Financial Statements, exhibits and schedules furnished in writing by or on behalf of each Seller Party to Buyer in connection with the negotiation, preparation or delivery of this Agreement or performance hereof and the other Program Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of each Seller Party to Buyer in connection with this Agreement and the other Program Documents and the transactions contemplated hereby and thereby including without limitation, the information set forth in the related Mortgage Loan Schedule, will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact known to Seller, after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Program Documents or in a report, financial statement, exhibit, schedule, disclosure
letter or other writing furnished to Buyer for use in connection with the transactions contemplated hereby or thereby.
(p)Margin Regulations. The use of all funds acquired by Seller under this Agreement will not conflict with or contravene any of Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve System as the same may from time to time be amended, supplemented or otherwise modified.
(q)Investment Company. Neither Seller Party nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
(r)Solvency. As of the date hereof and immediately after giving effect to each Transaction, the fair value of the assets of Seller is greater than the fair value of the liabilities (including, without limitation, contingent liabilities if and to the extent required to be recorded as a liability on the Financial Statements of Seller in accordance with GAAP) of Seller and Seller is solvent and, after giving effect to the transactions contemplated by this Agreement and the other Program Documents, will not be rendered insolvent or left with an unreasonably small amount of capital with which to conduct its business and perform its obligations. Seller does not intend to incur, nor does it believe that it has incurred, debts beyond its ability to pay such debts as they mature. Seller Party is not contemplating the commencement of an insolvency, bankruptcy, liquidation, or consolidation proceeding or the appointment of a receiver, liquidator, conservator, trustee, or similar official in respect of itself or any of its property.
(s)ERISA. From the fifth (5th) fiscal year preceding the current year through the termination of this Agreement (the “Reporting Period”), with respect to any plan within the meaning of Section 3(3) of ERISA that is sponsored or maintained by Seller Party or any ERISA Affiliate, or to which Seller Party or any ERISA Affiliate contributes or has contributed (each, a “Plan”), the benefits under which Plan are guaranteed, in whole or in part, by the PBGC (i) Seller Party and each ERISA Affiliate has funded and will continue to fund each Plan as required by the provisions of Section 412 of the Code; (ii) Seller Party and each ERISA Affiliate has caused and will continue to cause (directly or indirectly) each Plan to pay all benefits when due; (iii) neither Seller Party nor any ERISA Affiliate has been or is obligated to contribute to any multiemployer plan as defined in Section 3(37) of ERISA; (iv) Seller Party (on behalf of ERISA Affiliate, if applicable) will provide to Buyer (A) no later than the date of submission to the PBGC, a copy of any notice of a Plan’s termination (B) no later than the date of submission to the Department of Labor or to the Internal Revenue Service, as the case may be, a copy of any request for waiver from the funding standards or extension of the amortization periods required by Section 412 of the Code and (C) notice of any Reportable Event as such term is defined in ERISA (and has, prior to the date of this Agreement, provided to Buyer a copy of any document described in clauses (iv)(A), (B) or (C) relating to any date in the Reporting Period prior to the date of this Agreement); and (v) Seller Party and each ERISA Affiliate will subscribe from the date of this Agreement to the termination of this Agreement to any contingent liability insurance
provided by the PBGC to protect against employer liability upon termination of a guaranteed pension plan, if available to Seller Party or ERISA Affiliate, as applicable.
(t)Taxes.
(i)Seller Party and its Subsidiaries have timely filed all income, franchise and other material Tax returns that are required to be filed by them and have timely paid all Taxes due and payable by them or imposed with respect to any of their property and all other material fees and other charges imposed on them or any of their property by any Governmental Authority, except for any such Taxes the amount or validity of which is currently being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP.
(ii)There are no Liens for Taxes with respect to any assets of any Seller Party or its Subsidiaries, and no claim is being asserted with respect to Taxes of any Seller Party or its Subsidiaries, except for statutory Liens for Taxes not yet due and payable or for Taxes the amount or validity of which is currently being contested in good faith by appropriate proceedings diligently conducted and, in each case, with respect to which adequate reserves have been provided in accordance with GAAP.
(iii)Beginning on the date of Seller’s formation and up to and including March 31, 2002, Seller was treated as a corporation for U.S. federal income tax purposes. Beginning on April 1, 2002 and up to and including April 2, 2012, Seller was treated as an S-Corp for U.S. federal income tax purposes. Since April 3, 2012, Seller has been and continues to be treated as a partnership for U.S. federal income tax purposes.
(u)No Reliance. Seller Party has made its own independent decisions to enter into the Program Documents and each Transaction and as to whether such Transaction is appropriate and proper for it based upon its own judgment and upon advice from such advisors (including without limitation, legal counsel and accountants) as it has deemed necessary. Seller Party is not relying upon any advice from Buyer as to any aspect of the Transactions, including without limitation, the legal, accounting or tax treatment of such Transactions.
(v)Plan Assets. Seller Party is not an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code, and the Purchased Assets are not “plan assets” within the meaning of 29 CFR §2510.3-101, as modified by Section 3(42) of ERISA, in Seller Party’s hands and transactions by or with Seller Party are not subject to any foreign state or local statute regulating investments of, or fiduciary obligations with respect to, governmental plans within the meaning of Section 3(32) of ERISA or church plans within the meaning of Section 3(33) of ERISA.
(w)Agency Approvals. With respect to each Agency Approval, Seller is in good standing, with no event having occurred or Seller having any reason whatsoever to believe or suspect will occur, including, without limitation, a change in insurance coverage which would
either make Seller unable to comply with the eligibility requirements for maintaining all such Agency Approvals or require notification to the relevant Agency.
(x)Anti-Money Laundering Laws. Seller Party has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001, as amended, and the Bank Secrecy Act of 1970, as amended (collectively, the “Anti-Money Laundering Laws”); Seller Party has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws.
(y)No Sanctions. No Seller Party nor any of their Affiliates, officers, directors, partners or members, (i) is an entity or person (or to the Seller’s knowledge, owned or controlled by an entity or person) that (A) is currently subject to any economic sanctions or trade embargoes administered or imposed by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or any other relevant authority (collectively, “Sanctions”) or (B) resides, is organized or chartered, or has a place of business in a country or territory that is currently the subject of Sanctions and (ii) will directly or indirectly use the proceeds of any Transactions contemplated hereunder, or lend, contribute or otherwise make available such proceeds to or for the benefit of any person or entity, for the purpose of financing or supporting, directly or indirectly, the activities of any person or entity that is currently the subject of Sanctions.
(z)Takeout Commitments. With respect to any Takeout Commitment with an Agency, if applicable, (1) with respect to the wire transfer instructions as set forth in Freddie Mac Form 987 (Wire Transfer Authorization for a Cash Warehouse Delivery) such wire transfer instructions are identical to Buyer’s wire instructions or the Buyer has approved such wire transfer instructions in writing in its sole discretion, or (2) the Payee Number set forth on Fannie Mae Form 1068 (Fixed-Rate, Graduated-Payment, or Growing-Equity Mortgage Loan Schedule) or Fannie Mae Form 1069 (Adjustable-Rate Mortgage Loan Schedule), as applicable, is identical to the Payee Number that has been identified by Buyer in writing as Buyer’s Payee Number or the Buyer has approved the related Payee Number in writing in its sole discretion. With respect to any Takeout Commitment with an Agency for which the Agency is swapping the related Purchased Mortgage Loans for a mortgage backed security, the applicable Agency documents list Buyer or its designee as sole subscriber.
(aa)Subordinated Debt. None of Seller nor any of its Affiliates has any Subordinated Debt.
(ab)Anti-Corruption Laws. Each Seller Party has implemented and maintains in effect policies and procedures designed to ensure compliance by such Seller Party, their respective Subsidiaries and their respective directors, officers, employees and agents with Anti-
Corruption Laws, and Seller Party, their respective Subsidiaries and their respective officers and directors and to the knowledge of such Seller Party, its employees and agents, are in compliance with Anti-Corruption Laws in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in such Seller Party being designated as a Sanctioned Person. No Transaction contemplated by this Agreement will violate any Anti-Corruption Law.
SECTION 11. COVENANTS
Each Seller Party, jointly and severally, covenants to Buyer that as of the Purchase Date for any Purchased Asset, as of the date of this Agreement and any Transaction hereunder and at all times while the Program Documents are in full force and effect and/or any Transaction thereunder is outstanding, as follows:
(a)Preservation of Existence; Compliance with Law. Seller Party shall (i) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business; (ii) comply with any applicable Requirement of Law, rules, regulations and orders, whether now in effect or hereafter enacted or promulgated by any applicable Governmental Authority (including, without limitation, all environmental laws); (iii) maintain all licenses, permits or other approvals necessary for Seller Party to conduct its business and to perform its obligations under the Program Documents, and shall conduct its business strictly in accordance with any applicable Requirement of Law; and (iv) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied.
(b)Taxes.
(i)Seller Party and its Subsidiaries shall timely file all income, franchise and other material Tax returns that are required to be filed by them and shall timely pay all Taxes due and payable by them or imposed with respect to any of their property and all other material fees and other charges imposed on them or any of their property by any Governmental Authority, except for any such Taxes the amount or validity of which is currently being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP.
(ii)Seller will be treated as a partnership for U.S. federal income tax purposes.
(c)Notice of Proceedings or Adverse Change. Seller Party shall give notice to Buyer or cause notice to be given to Buyer:
(i)immediately after a Responsible Officer, president, executive vice president, chief executive officer, chief financial officer, chief operating officer, secretary or controller of Seller Party has any knowledge of:
(A)the occurrence of any Default or Event of Default;
(B)any (a) default or event of default under any Indebtedness of Seller Party or (b) material litigation, investigation, regulatory action or proceeding that is pending or threatened by or against Seller Party in any federal or state court or before any Governmental Authority, and (c) any Material Adverse Effect with respect to Seller Party;
(C)any litigation or proceeding that is pending or threatened (a) against Seller Party in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, in which injunctive or similar relief is sought, or which, would reasonably be expected to have a Material Adverse Effect, (b) in connection with any of the Repurchase Assets, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect and (c) that questions or challenges compliance of any Mortgage Loan with the Ability to Repay Rule or QM Rule;
(D)as soon as reasonably possible, notice of any of the following events: (A) a change in the insurance coverage of Seller Party, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of Seller Party; (C) promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Program Document) on, or claim asserted against, any of the Repurchase Assets; (D) the termination or nonrenewal of any warehouse, repurchase, loan or other mortgage financing facilities of Seller Party or the termination of any early purchase programs or as soon as pooled plus programs of Seller Party, which in each case, have a maximum principal amount (or equivalent) available of more than the Facility Termination Threshold; (E) any Change in Control or any change in direct or indirect ownership or controlling interest of any Seller Party’s direct or indirect owner; and (F) any other event, circumstance or condition that has resulted, or has a possibility of resulting, in a Material Adverse Effect;
(E)(1) entering into any settlement with any third party, including, without limitation, a Governmental Authority, or (2) the issuance of a consent order by any Governmental Authority, in which in the case of clauses (1) or (2), the fines, penalties, settlement amounts or any other amounts, individually or in the aggregate, owed by the Seller Party thereunder exceeds the Settlement Threshold in the twelve (12) month period preceding the Termination Date;
(F)upon Seller becoming aware of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan or any eNote Replacement Failure or any Unauthorized Servicing Modification; and
(ii)promptly, but no later than two (2) Business Days after Seller receives notice of the same, (A) any Mortgage Loan submitted for inclusion into an Agency Security and rejected by that Agency for inclusion in such Agency Security or (B) any Mortgage Loan submitted to an Approved Investor (whole loan or securitization) and
rejected for purchase by such Approved Investor; (C) any request for repurchase of or indemnification for a Mortgage Loan purchased by a third party investor, if in the aggregate, the Seller has received a request for repurchase or indemnification with respect to Mortgage Loans with an original principal balance equal to or in excess of $4,000,000 in the prior 12-month period or (D) the termination or suspension of approval of Seller to sell any Mortgage Loans to any Approved Investor.
(d)Financial Reporting. Seller Party shall maintain a system of accounting established and administered in accordance with GAAP consistently applied, and furnish to Buyer, with a certification by the president, chief financial officer or designee as approved by Buyer of the Financial Reporting Party (the following hereinafter referred to as the “Financial Statements”):
(i)Within ninety (90) days after the close of each fiscal year, audited consolidated and consolidating balance sheets and the related consolidated and consolidating statements of income and retained earnings and of cash flows as at the end of such year for the Financial Reporting Party for the fiscal year, setting forth in each case in comparative form the figures for the previous year, with an unqualified opinion thereon of an Approved CPA;
(ii)Reserved;
(iii)Within thirty (30) days after the end of each month, the consolidated and consolidating balance sheets and the related consolidated and consolidating statements of income, a calculation schedule of Financial Condition Covenants, and as may be reasonably requested by Buyer, the statement of retained earnings and the statement of cash flows for the Financial Reporting Party for such monthly period(s), of the Financial Reporting Party;
(iv)Unless otherwise waived by Buyer in writing, simultaneously with the furnishing of each of the Financial Statements to be delivered pursuant to subsection (i) and (iii) above, submission of a certificate in the form of Exhibit A to the Pricing Letter and certified by the president, chief financial officer, or designee as approved by Buyer of the Financial Reporting Party, which includes detailed reporting to the materials set forth therein including without limitation, any request for repurchase of or indemnification for a Mortgage Loan purchased by a third party investor, the valuation of the Seller’s Capitalized Mortgage Servicing Rights by any third-party evaluator and certain information with respect to Seller’s warehouse, repurchase or other mortgage financing facilities, early purchase programs, as soon as pooled plus programs, mortgage servicing rights facilities or unsecured bonds or notes;
(v)If applicable and at the request of Buyer, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings (other than 8-Ks) by Seller Party; provided, that, Seller Party or any Affiliate will provide Buyer with a copy of the annual 10-K filed with the SEC by Seller Party or its Affiliates, no later than 90
days after the end of the year unless otherwise agreed to by Buyer in its sole discretion; and;
(vi)Promptly, from time to time, such other information regarding the business affairs, operations and financial condition of Seller Party as Buyer may reasonably request or as set forth in the certificate delivered pursuant to Section 11(d)(iv) above.
(e)Further Assurances. Seller Party shall execute and deliver to Buyer all further documents, financing statements, agreements and instruments, and take all further actions that may be required under any applicable Requirement of Law, or that Buyer may reasonably request, in order to effectuate the transactions contemplated by this Agreement and the Program Documents or, without limiting any of the foregoing, to grant, preserve, protect and perfect the validity and first-priority of the security interests created or intended to be created hereby.
(f)True and Correct Information. All information, reports, exhibits, schedules, Financial Statements or certificates of Seller Party or any of its Affiliates thereof or any of their officers furnished to Buyer hereunder and during Buyer’s diligence of Seller Party will be true and complete and will not omit to disclose any material facts necessary to make the statements herein or therein, in light of the circumstances in which they are made, not misleading. All required Financial Statements, information and reports delivered by Seller Party to Buyer pursuant to this Agreement shall be prepared in accordance with GAAP, or as applicable, to SEC filings, the appropriate SEC accounting requirements.
(g)ERISA Events. Seller Party shall not and shall not permit any ERISA Affiliate to be in violation of any provision of Section 10(s) of this Agreement and Seller Party shall not be in violation of Section 10(v) of this Agreement.
(h)Financial Condition Covenants. The applicable Seller Parties shall comply with the Financial Condition Covenants set forth in the Pricing Letter.
(i)Hedging. Seller shall hedge all Purchased Assets in accordance with Seller’s hedging policies. Seller shall deliver to Buyer, not later than1:00 p.m. (New York City time) on each Monday, or if Monday is not a Business Day, on the next succeeding Business Day, a hedging report, in a form reasonably satisfactory to Buyer. Seller shall (i) review the hedging policies periodically to confirm that they are being complied with in all material respects and are adequate to meet Seller’s business objectives and (ii) in the event Seller makes any amendment or modification to the hedging policies, within 10 days of such amendment or modification deliver to Buyer a complete copy of the amended or modified hedging policies. Additionally, Buyer may in its reasonable discretion request a current copy of Seller’s hedging policies at any time.
(j)Servicer Approval. Seller shall not cause the Mortgage Loans to be serviced by any servicer other than a servicer expressly approved in writing by Buyer, which approval shall be deemed granted by Buyer with respect to Seller and Subservicer, unless otherwise disapproved by Buyer in writing, with the execution of this Agreement.
(k)Insurance. Seller shall maintain Fidelity Insurance and errors and omissions insurance in respect of its officers, employees and agents in such amounts acceptable to Buyer, which shall include a provision that such policies cannot be terminated or materially modified without at least thirty (30) days’ prior notice to Buyer. Seller shall notify Buyer of any material change in the terms of any such insurance. Seller shall maintain endorsements for theft of warehouse lender money and collateral, naming Buyer as a loss payee under its Fidelity Insurance and as a direct loss payee/right of action under its errors and omissions insurance policy.
(l)Books and Records. Seller shall, to the extent practicable, maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Repurchase Assets in the event of the destruction of the originals thereof), and keep and maintain or obtain, as and when required, all documents, books, records and other information reasonably necessary or advisable for the collection of all Repurchase Assets.
(m)Illegal Activities. Seller Party shall not engage in any conduct or activity that could subject its assets to forfeiture or seizure.
(n)Material Change in Business. Seller Party shall not make any material change in the nature of its business as carried on at the date hereof.
(o)Limitation on Dividends and Distributions. Following the occurrence and during the continuation of an Event of Default, Seller shall not make any payment on account of, or set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any equity interest of Seller, whether now or hereafter outstanding, or make any other distribution or dividend in respect of any of the foregoing or to any shareholder or equity owner of Seller, either directly or indirectly, whether in cash or property or in obligations of Seller or any of Seller’s consolidated Subsidiaries.
(p)Scheduled Indebtedness. Seller shall not incur any additional material Indebtedness (other than (i) the Scheduled Indebtedness listed under the definition thereof, (ii) warehouse lines (however structured) for the origination or purchase of mortgage loans and related assets and for the funding of servicing advances with respect thereto, and (iii) usual and customary accounts payable for a mortgage company) without prompt written notice to Buyer. For the avoidance of doubt, such written notice shall include any and all available details regarding such additional material Indebtedness, including, without limitation, amount, coupon, issuance date, maturity date, issuing entity, public rating, discount at issuance, covenants, and the guarantor (if any). For purposes of this Section 11(p), “material Indebtedness” shall mean indebtedness in excess of $10 million individually or in the aggregate. Upon request by Buyer, Seller shall use commercially reasonably efforts to cause each counterparty under Seller’s Indebtedness to enter into an interparty agreement, in form and substance reasonably acceptable to Buyer.
(q)Disposition of Assets; Liens. Seller shall not create, incur, assume or suffer to exist any mortgage, pledge, Lien, charge or other encumbrance of any nature
whatsoever on any of the Repurchase Assets, whether real, personal or mixed, now or hereafter owned, other than the Liens created in connection with the transactions contemplated by this Agreement; nor shall Seller cause any of the Purchased Assets to be sold, pledged, assigned or transferred except as permitted hereunder.
(r)Transactions with Affiliates. Seller Party shall not enter into any transaction, including, without limitation, the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any Affiliate unless such transaction is (i) not otherwise prohibited in this Agreement, (ii) in the ordinary course of Seller Party’s business and (iii) upon fair and reasonable terms no less favorable to Seller Party, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.
(s)Organization. Seller Party shall not (i) cause or permit any change to be made in its name, organizational identification number, identity or corporate structure, each as described in Section 10(h) or (ii) change its jurisdiction of organization, unless it shall have provided Buyer thirty (30) days’ prior written notice of such change and shall have first taken all action required by Buyer for the purpose of perfecting or protecting the lien and security interest of Buyer established hereunder.
(t)Mortgage Loan Reports. As requested by Buyer, Seller will furnish to Buyer monthly electronic Mortgage Loan performance data, including, without limitation, a Mortgage Loan Schedule, delinquency reports, pool analytic reports and static pool reports (i.e., delinquency, foreclosure and net charge off reports) and monthly stratification reports summarizing the characteristics of the Mortgage Loans.
(u)Confidentiality. Notwithstanding anything in this Agreement to the contrary, each Seller Party shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Purchased Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Seller Party understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Gramm-Leach-Bliley Act (the “GLB Act”), and Seller Party agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Seller Party shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer or any Affiliate of Buyer which Buyer holds (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Seller Party shall, at a minimum establish and maintain such data security program as is necessary to meet the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information as set forth in the Code of Federal Regulations at 12 C.F.R. Parts 30, 208, 211, 225, 263, 308, 364, 568 and 570. Upon request, Seller Party will provide evidence reasonably satisfactory to allow Buyer to confirm that Seller Party has satisfied its
obligations as required under this Section 11. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of Seller Party. Seller Party shall notify Buyer immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to Seller Party by Buyer or such Affiliate. Seller Party shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
(v)Approved Underwriting Guidelines. Without prior notice to Buyer, Seller shall not amend or otherwise modify the Approved Underwriting Guidelines. In the event that Seller makes any amendment or modification to the Approved Underwriting Guidelines, Seller shall promptly deliver to Buyer a complete copy of the amended or modified Approved Underwriting Guidelines.
(w)Agency Approvals; Servicing. To the extent previously approved, Seller shall maintain all Agency Approvals and in each case shall remain in good standing with respect to such Agency Approvals. Should Seller, for any reason, cease to possess all such applicable Agency Approvals to the extent necessary, should Seller experience any change in its delegated underwriting authority from any Agency, or should notification of an adverse occurrence to the relevant Agency or to HUD, FHA, VA or RD be required, Seller shall so notify Buyer immediately in writing. Notwithstanding the preceding sentence and to the extent previously approved, Seller shall take all necessary action to maintain all of its applicable Agency Approvals at all times during the term of this Agreement and each outstanding Transaction. Seller shall maintain adequate financial standing, servicing facilities, procedures and experienced personnel necessary for the sound servicing of mortgage loans of the same types as may from time to time constitute Mortgage Loans and in accordance with Accepted Servicing Practices.
(x)Sharing of Information. Seller Party hereby allows and consents to Buyer, subject to applicable law, exchanging information related to Seller Party, its credit, its mortgage loan originations and the Transactions hereunder with third party lenders, facility providers and Approved Investors (collectively, “Third Party Participants”); provided that each Third Party Participant and Buyer shall enter into a confidentiality or non-disclosure agreement, and Seller Party shall permit each Third Party Participant to share such similar information with Buyer. In furtherance of the foregoing, Seller Party shall use reasonable efforts to provide Buyer access to each Third Party Participant’s electronic system to retrieve the information described herein.
(y)Takeout Payments. With respect to each Purchased Asset subject to a Takeout Commitment, the Seller shall arrange that all payments under the related Takeout Commitment shall be paid directly to the Buyer pursuant to Section 3(e) hereof.
(z)Documentation. Seller shall perform the documentation procedures required by its operational guidelines with respect to endorsements of Mortgage Notes and assignments of the Mortgage Loans, including the recordation of assignments, or shall verify that such documentation procedures have been performed by any prior holder of such Mortgage Loan.
(aa)Issuance of Agency Securities. If Purchased Mortgage Loans are pooled for the purpose of backing an Agency Security, Seller shall promptly deliver to the applicable Agency any and all documents necessary to enable such Agency to make Delivery to Buyer or its designee of an Agency Security backed by the related Purchased Mortgage Loans. Seller shall not revoke such instructions to an Agency.
(ab)QM/ATR Reporting. Seller shall deliver to Buyer, with reasonable promptness upon Buyer’s request, copies of all documentation in connection with the underwriting and origination of any Purchased Mortgage Loan that evidences compliance with the Ability to Repay Rule and the QM Rule.
(ac)Trade Assignment. Upon Custodian certifying a Purchased Mortgage Loan to an Agency for the issuance of an Agency Security backed by such Purchased Mortgage Loan and which Buyer is purchasing such Agency Security hereunder, Seller shall deliver to Buyer a Trade Assignment executed by Seller with respect to such Agency Security.
(ad)Use of Proceeds. Seller shall not use the proceeds of any Transaction hereunder to (i) pay any obligation of or amounts due to any Affiliate of Buyer, (ii) purchase any assets from or any assets financed by any Affiliate of Buyer; or (iii) purchase any securities issued by any Affiliate of Buyer.
(ae)Servicing Reporting. Seller shall deliver to Buyer, with respect to all mortgage loans for which the Seller acts as a servicer, including the Purchased Mortgage Loans:
(i) Within [***] after the end of each calendar month, a loan level servicer delinquency report; and
(ii) Within [***] after the end of each calendar quarter, a mortgage servicing rights valuation report, performed by an accredited third party acceptable to Buyer in its sole discretion.
(af)Correspondent Mortgage Loans. With respect to each Correspondent Mortgage Loan that is a Wet Mortgage Loan, Seller shall provide Buyer (i) with wiring instructions of the related warehouse bank from whom the Seller and Buyer are purchasing such Correspondent Mortgage Loan; or (ii) with wiring instructions of the related correspondent originator and a security interest release executed by such correspondent originator in form and substance acceptable to Buyer.
(ag)Beneficial Ownership Certification. Seller shall at all times either (i) ensure that the Seller has delivered to Buyer a Beneficial Ownership Certification, if applicable, and that the information contained therein is true and correct in all respects or (ii) deliver to Buyer an updated Beneficial Ownership Certification within one (1) Business Day following the date on which the information contained in any previously delivered Beneficial Ownership Certification ceases to be true and correct in all respects. To the extent Seller believes that it is excluded from the requirements of the Beneficial Ownership Regulation, Seller shall certify as such and provide the specific exclusion relied on.
(ah)No Division/Series Transactions. Notwithstanding anything to the contrary contained in this Agreement or any other Program Document, (i) Seller shall not enter into (or agree to enter into) any Division/Series Transaction, or permit any of its Subsidiaries to enter into (or agree to enter into), any Division/Series Transaction and (ii) none of the provisions in this Agreement nor any other Program Document shall be deemed to permit any Division/Series Transaction.
(ai)Conforming Mortgage Loan Reporting. If a Conforming Mortgage Loan has been subject to a Transaction hereunder for sixty (60) calendar days or more, or as requested by Buyer, Seller Party shall provide copies of the documents listed in subsections (a)(iii), (a)(iv) and (a)(viii) of Exhibit A to the Custodial Agreement to Buyer within two (2) Business Days.
(aj)MERS. Seller shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of all Purchased Mortgage Loans that are registered with MERS and, with respect to Purchased Mortgage Loans that are eMortgage Loans, the maintenance of the related eNotes on the MERS eRegistry for as long as such Purchased Mortgage Loans are so registered.
SECTION 12. EVENTS OF DEFAULT
If any of the following events (each an “Event of Default”) occur, Buyer shall have the rights set forth in Section 13, as applicable:
(a)Payment Default. Seller Party shall default in the payment of (i) any amount payable by it hereunder or under any other Program Document, (ii) Expenses (and such failure to pay Expenses shall continue for more than thirty (30) calendar days) or (iii) any other Obligations, when the same shall become due and payable, whether at the due date thereof, or by acceleration or otherwise; or
(b)Representation and Warranty Breach. Any representation, warranty or certification made or deemed made herein or in any other Program Document by a Seller Party or any certificate furnished to Buyer pursuant to the provisions hereof or thereof or any information with respect to the Mortgage Loans furnished in writing by on behalf of Seller Party shall prove to have been untrue or misleading in any material respect as of the time made or furnished (other than the representations and warranties set forth in Schedule 1, which shall be considered solely for the purpose of determining the Market Value of the Purchased Assets; unless (i) Seller shall have made any such representations and warranties with actual knowledge that they were materially false or misleading at the time made; or (ii) any such representations and warranties have been determined in good faith by Buyer in its sole discretion to be materially false or misleading on a regular basis); or
(c)Immediate Covenant Default. The failure of a Seller Party to perform, comply with or observe any term, covenant or agreement applicable to Seller contained in any of Sections 11(a) (Preservation of Existence; Compliance with Law); (d) (Financial Reporting); (f) (True and Correct Information); (g) (ERISA Events); (h) (Financial Condition Covenants); (k) (Insurance); (m) (Illegal Activities.); (n) (Material Change in Business); (o) (Limitation on
Dividends and Distributions); (q) (Disposition of Assets; Liens); (r) (Transactions with Affiliates); (s) (Organization); (t) (Mortgage Loan Reports); (v) (Approved Underwriting Guidelines);(w) (Agency Approvals; Servicing); (y) (Takeout Payments); (cc) (Trade Assignment); or (hh) (No Division/Series Transactions); or
(d)Additional Covenant Defaults. A Seller Party shall fail to observe or perform any other covenant or agreement contained in this Agreement (and not identified in Section 12(c)) or any other Program Document, and if such default shall be capable of being remedied, and such failure to observe or perform shall continue unremedied for a period of five (5) Business Days; or
(e)Judgments. A judgment or judgments for the payment of money in excess of the Litigation Threshold in the aggregate shall be rendered against a Seller Party or any of its Affiliates by one or more courts, administrative tribunals or other bodies having jurisdiction and the same shall not be satisfied, discharged (or provision shall not be made for such discharge) or bonded, or a stay of execution thereof shall not be procured, within thirty (30) days from the date of entry thereof, and Seller Party or any such Affiliate shall not, within said period of thirty (30) days, or such longer period during which execution of the same shall have been stayed or bonded, appeal therefrom and cause the execution thereof to be stayed during such appeal; or
(f)Buyer Affiliate Cross-Default. Any “event of default” or any other default which permits a demand for, or requires, the early repayment of obligations due by a Seller Party or its Affiliates under any agreement with Buyer or its Affiliates relating to any Indebtedness of Seller Party or any Affiliate, as applicable, or any default under any obligation when due with Buyer or its Affiliates; or
(g)Other Cross-Default. Any “event of default” or any other default which permits a demand for, or requires, the early repayment of obligations due by a Seller Party or its Affiliates under any note, indenture, loan agreement, guaranty, swap agreement, Hedge Agreement or other Indebtedness of Seller Party or any Affiliate ; or
(h)Insolvency Event. An Insolvency Event shall have occurred with respect to a Seller Party or any Affiliate; or
(i)Enforceability. For any reason, this Agreement at any time shall not be in full force and effect in all material respects or shall not be enforceable in all material respects in accordance with its terms, or any Lien granted pursuant thereto shall fail to be perfected and of first priority, or any Person (other than Buyer) shall contest the validity, enforceability, perfection or priority of any Lien granted pursuant thereto, or any party thereto (other than Buyer) shall seek to disaffirm, terminate, limit or reduce its obligations hereunder; or
(j)Liens. Any Seller Party shall grant, or suffer to exist, any Lien on any Repurchase Asset (except any Lien in favor of Buyer); or at least one of the following fails to be true (A) the Repurchase Assets shall have been sold to Buyer, or (B) the Liens contemplated hereby are first priority perfected Liens on any Repurchase Assets in favor of Buyer; or
(k)Material Adverse Effect. A Material Adverse Effect shall occur as determined by Buyer in its sole discretion; or
(l)Change in Control. A Change in Control shall have occurred without Buyer’s prior written consent; or
(m)Going Concern. Any Financial Reporting Party’s audited Financial Statements or notes thereto or other opinions or conclusions stated therein shall be qualified or limited by reference to the status of Seller Party as a “going concern” or reference of similar import; or
(n)Investigations. There shall occur the initiation of any investigation, audit, examination or review of a Seller Party by an Agency, any Governmental Authority, any trade association or consumer advocacy group relating to the origination, sale or servicing of mortgage loans by such Seller Party or the business operations of such Seller Party, with the exception of normally scheduled audits or examinations by such Seller Party’s regulators, in each case, where an adverse determination of such investigation, audit, examination or review is reasonably likely to have a Material Adverse Effect; or
(o)Inability to Perform. An officer of Seller shall admit its inability to, or its intention not to, perform any of Seller’s obligations; or
(p)Governmental Action. Seller Party shall become the subject of a cease and desist order of the Appropriate Federal Banking Agency or any other Governmental Authority or enter into a memorandum of understanding or consent agreement with the Appropriate Federal Banking Agency or other Governmental Authority, any of which, would have, or is purportedly the result of any condition which would be reasonably likely to have, a Material Adverse Effect.
SECTION 13. REMEDIES
(a)If an Event of Default occurs, the following rights and remedies are available to Buyer; provided, that an Event of Default shall be deemed to be continuing unless expressly waived by Buyer in writing.
(i) At the option of Buyer, exercised by written or electronic notice to Seller (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence of an Insolvency Event of a Seller Party or any Affiliate), the Repurchase Date for each Transaction hereunder, if it has not already occurred, shall be deemed immediately to occur.
(ii) If Buyer exercises or is deemed to have exercised the option referred to in subsection (a)(i) of this Section 13,
(A) Seller’s obligations in such Transactions to repurchase all Purchased Assets, at the Repurchase Price therefor on the Repurchase Date determined in
accordance with subsection (a)(i) of this Section 13, (1) shall thereupon become immediately due and payable and (2) all Income paid after such exercise or deemed exercise shall be retained by Buyer and applied to the aggregate unpaid Repurchase Price and any other Obligations;
(B) to the extent permitted by any applicable Requirement of Law, the Repurchase Price with respect to each such Transaction shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the date of the exercise or deemed exercise of such option to but excluding the date of payment of the Repurchase Price as so increased, (x) the Post-Default Rate in effect following an Event of Default to (y) the Repurchase Price for such Transaction as of the Repurchase Date as determined pursuant to subsection (a)(i) of this Section 13 (decreased as of any day by (i) any amounts applied by Buyer pursuant to clause (C) of this subsection, and (ii) any proceeds from the sale of Purchased Assets applied to the Repurchase Price pursuant to subsection (a)(iv) of this Section 13; and
(C) all Income actually received by Buyer pursuant to Section 5 shall be applied to the aggregate unpaid Obligations owed by Seller Parties.
(iii) Upon the occurrence of one or more Events of Default, Buyer shall have the right to obtain (A) a physical transfer of the servicing of the Purchased Assets in accordance with Section 15(c) and (B) physical possession of all files of Seller relating to the Purchased Assets and the Repurchase Assets and all documents relating to the Purchased Assets which are then or may thereafter come in to the possession of Seller or any third party acting for Seller (including any Servicer) and Seller shall deliver to Buyer such assignments as Buyer shall request. Buyer shall be entitled to specific performance of all agreements of Seller contained in the Program Documents.
(iv) At any time on the Business Day following notice to Seller (which notice need not be given if an Event of Default under Section 12(h) shall have occurred with respect to any Seller Party or any Affiliate thereof and may be the notice given under subsection (a)(i) of this Section 13), in the event Seller has not repurchased all Purchased Assets, Buyer may (A) immediately sell, without demand or further notice of any kind, at a public or private sale, without any representations or warranties of Buyer and at such price or prices as Buyer may deem satisfactory any or all Purchased Assets and the Repurchase Assets subject to a such Transactions hereunder and apply the proceeds thereof to the aggregate unpaid Repurchase Prices and any other amounts owing by Seller hereunder or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Assets, to give Seller credit for such Purchased Assets and the Repurchase Assets in an amount equal to the Market Value of the Purchased Assets against the aggregate unpaid Repurchase Price and any other Obligations of Seller. The proceeds of any disposition of Purchased Assets and the Repurchase Assets shall be applied to Seller’s Obligations as determined by Buyer in its sole discretion.
(v) Seller shall be liable to Buyer for (A) the amount of all reasonable legal or other expenses (including, without limitation, all costs and expenses of Buyer in connection with the enforcement of this Agreement or any other agreement evidencing a Transaction, whether in action, suit or litigation or bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally, further including, without limitation, the reasonable fees and expenses of counsel (including the costs of internal counsel of Buyer) incurred in connection with or as a result of an Event of Default, (B) damages in an amount equal to the cost (including all fees, expenses and commissions) of Buyer entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, and (C) any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default in respect of a Transaction.
(vi) Buyer shall have, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or any applicable Requirement of Law.
(b)Buyer may exercise one or more of the remedies available hereunder immediately upon the occurrence of an Event of Default and at any time thereafter while such Event of Default is continuing without notice to Seller. All rights and remedies arising under this Agreement as amended from time to time hereunder are cumulative and not exclusive of any other rights or remedies which Buyer may have.
(c)Seller recognizes that the market for the Purchased Assets may not be liquid and as a result it may not be possible for Buyer to sell all of the Purchased Assets on a particular Business Day, or in a transaction with the same purchaser, or in the same manner. In view of the nature of the Purchased Assets, the Seller agrees that liquidation of any Purchased Asset may be conducted in a private sale. Seller acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Buyer than if such sale were a public sale, and notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Seller further agrees that it would not be commercially unreasonable for Buyer to dispose of any Purchased Asset by using internet sites that provide for the auction or sale of assets similar to the Purchased Assets, or that have the reasonable capability of doing so, or that match buyers and sellers of assets.
(d)Buyer may enforce its rights and remedies hereunder without prior judicial process or hearing, and each Seller Party hereby expressly waives any defenses Seller Party might otherwise have to require Buyer to enforce its rights by judicial process. Seller Party also waives any defense (other than a defense of payment or performance) Seller Party might otherwise have arising from the use of nonjudicial process, enforcement and sale of all or any portion of the Repurchase Assets, or from any other election of remedies. Seller Party recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length.
(e)To the extent permitted by any applicable Requirement of Law, Seller shall be liable to Buyer for interest (including post-petition interest) on any amounts owing by Seller hereunder, from the date Seller becomes liable for such amounts hereunder until such
amounts are (i) paid in full by Seller or (ii) satisfied in full by the exercise of Buyer’s rights hereunder. Interest on any sum payable by Seller to Buyer under this Section 13(e) shall be at a rate equal to the Post-Default Rate.
(f)Without limiting the rights of Buyer hereto to pursue all other legal and equitable rights available to Buyer for Seller Party’s failure to perform its obligations under this Agreement, Seller Party acknowledges and agree that the remedy at law for any failure to perform obligations hereunder would be inadequate and Buyer shall be entitled to specific performance, injunctive relief, or other equitable remedies in the event of any such failure. The availability of these remedies shall not prohibit Buyer from pursuing any other remedies for such breach, including the recovery of monetary damages.
SECTION 14. INDEMNIFICATION AND EXPENSES; RECOURSE
(a)Each Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1), any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby (including, without limitation, (i) any such liabilities, losses, damages, judgments, costs and expenses arising from any acts or omissions of such party and (ii) any wire fraud or data or systems intrusions which causes Buyer to suffer any such liability, loss, damage, judgment, cost and/or expense), that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency Security, Seller Party will save, indemnify on an after-Tax basis and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller Party. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’s rights under this Agreement, any other Program Document or any
transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel.
(b)Seller Party agrees to pay as and when billed by Buyer all of the out-of-pocket costs and expenses incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller Party agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including without limitation search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans submitted by Seller for purchase under this Agreement, including, but not limited to, those out of pocket costs and expenses incurred by Buyer pursuant to Sections 14(a) and 16 hereof.
(c)The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be full recourse obligations of each Seller Party.
SECTION 15. SERVICING
(a)Seller shall service the Purchased Mortgage Loans as agent for Buyer and in accordance with prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and in accordance with all applicable requirements of the Agencies, Requirement of Law, the provisions of any applicable servicing agreement, and the requirements of any applicable Takeout Commitment and the Approved Investor, so that the eligibility of the Mortgage Loan for purchase under such Takeout Commitment is not voided or reduced by such servicing and administration.
(b)If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller (a “Subservicer”), or if the servicing of any Mortgage Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement and a Servicer Notice executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer prior to such Purchase Date or servicing transfer date, as applicable. Each such Servicing Agreement shall be in form and substance acceptable to Buyer. In addition, Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Mortgage Loans, which consent may be withheld in Buyer’s sole discretion. In no event shall Seller’s use of a Subservicer relieve Seller of its obligations hereunder, and Seller shall remain liable under this Agreement as if Seller were servicing such Mortgage Loans directly.
(c)Seller shall transfer actual servicing of each Purchased Mortgage Loan, together with all of the related Records in its possession, to Buyer’s designee and designate Buyer’s designee as the servicer in the MERS System upon the earliest of (i) the occurrence of a Default or Event of Default hereunder, (ii) the termination of Seller as interim servicer by Buyer pursuant to this Agreement or (iii) transfer of servicing to any entity approved by Buyer and the
assumption thereof by such entity. Buyer shall have the right to terminate Seller as interim servicer of any of the Purchased Mortgage Loans, which right shall be exercisable at any time in Buyer’s sole discretion, upon written notice. Seller’s transfer of the Records and servicing under this Section 15 shall be in accordance with customary standards in the industry and such transfer shall include the transfer of the gross amount of all escrows held for the related mortgagors (without reduction for unreimbursed advances or “negative escrows”).
(d)During the period Seller is servicing the Purchased Mortgage Loans as agent for Buyer, Seller agrees that Buyer is the owner of the related Credit Files and Records and Seller shall at all times maintain and safeguard and cause the Subservicer to maintain and safeguard the Credit File for the Purchased Mortgage Loans (including photocopies or images of the documents delivered to Buyer), and accurate and complete records of its servicing of the Purchased Mortgage Loan; Seller’s possession of the Credit Files and Records being for the sole purpose of servicing such Purchased Mortgage Loan and such retention and possession by Seller being in a custodial capacity only.
(e)At Buyer’s request, Seller shall promptly deliver to Buyer reports regarding the status of any Purchased Mortgage Loan being serviced by Seller, which reports shall include, but shall not be limited to, a description of any default thereunder for more than thirty (30) days or such other circumstances that could cause a material adverse effect on such Purchased Mortgage Loan, Buyer’s title to such Purchased Mortgage Loan or the collateral securing such Purchased Mortgage Loan; Seller may be required to deliver such reports until the repurchase of the Purchased Mortgage Loan by Seller. Seller shall immediately notify Buyer if it becomes aware of any payment default that occurs under the Purchased Mortgage Loan or any default under any Servicing Agreement that would materially and adversely affect any Purchased Mortgage Loan subject thereto.
(f)Seller shall release its custody of the contents of any Credit File or Mortgage File only (i) in accordance with the written instructions of Buyer, (ii) upon the consent of Buyer when such release is required as incidental to Seller’s servicing of the Purchased Mortgage Loan, is required to complete the Takeout Commitment or comply with the Takeout Commitment requirements, or (iii) as required by any applicable Requirement of Law.
(g)Upon thirty (30) days’ written notice to Seller or at any time after a Default, Buyer may appoint a successor servicer at any time to service any Purchased Mortgage Loan (each a “Successor Servicer”) in its sole discretion. If Buyer elects to make such an appointment due to a Default or Event of Default, Seller shall be assessed all costs and expenses incurred by Buyer associated with transferring the servicing of the Purchased Mortgage Loans to the Successor Servicer. In the event of such an appointment, Seller shall perform all acts and take all action so that any part of the Credit File and related Records held by Seller, together with all funds in the Custodial Account and other receipts relating to such Purchased Mortgage Loan, are promptly delivered to Successor Servicer, and shall otherwise reasonably cooperate with Buyer in effectuating such transfer. Seller shall have no claim for lost servicing income, lost profits or other damages if Buyer appoints a Successor Servicer hereunder and the servicing fee is reduced or eliminated. For the avoidance of doubt any termination of the Servicer’s rights to
service by the Buyer as a result of a Default or an Event of Default shall be deemed part of an exercise of the Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement.
(h)For the avoidance of doubt, Seller retains no economic rights to the servicing of the Purchased Mortgage Loans provided that Seller shall continue to service the Purchased Mortgage Loans hereunder as part of its Obligations hereunder. As such, Seller expressly acknowledges that the Purchased Mortgage Loans are sold to Buyer on a “servicing released” basis.
SECTION 16. DUE DILIGENCE
Each Seller Party acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, Seller Parties, Settlement Agents, Approved Investors and other parties which may be involved in or related to Transactions (collectively, “Third Party Transaction Parties”), from time to time, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller Parties agree that upon reasonable prior notice to the Seller Parties, unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of any Seller Party. The Seller Parties will use reasonable efforts to cause Third Party Transaction Parties to cooperate with any due diligence requests of Buyer. The Seller Parties shall also make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Seller. Each Seller Party further agrees that it shall pay all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 16 subject to the Due Diligence Cap; provided that, the Due Diligence Cap shall not apply upon the occurrence of a Default or Event of Default.
SECTION 17. ASSIGNABILITY
The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by any Seller Party without the prior written consent of Buyer. Buyer may from time to time, without the consent of Seller, assign all or a portion of its rights and obligations under this Agreement and the Program Documents to any party, including, without limitation, any affiliate of Buyer, pursuant to an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. Upon such assignment, (a) such assignee shall be a party hereto and to each Program Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Program Documents. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Agreement express or implied, shall give to any Person, other than the parties to this Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Agreement. Unless otherwise stated in the Assignment and Acceptance, Seller shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any prospective assignee any document or other information delivered to Buyer by Seller.
Buyer may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Agreement; provided, however, that (i) Buyer’s obligations under this Agreement shall remain unchanged, (ii) Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents except as provided in Section 7.
Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 17, disclose to the assignee or participant or proposed assignee or participant, as the case may be, this Agreement and the other Program Documents and any information relating to Seller or any of its Subsidiaries or to any aspect of the Transactions that has been furnished to Buyer by or on behalf of Seller or any of its Subsidiaries; provided that such assignee or participant agrees to hold such information subject to the confidentiality provisions of this Agreement.
In the event Buyer assigns all or a portion of its rights and obligations under this Agreement, the parties hereto agree to negotiate in good faith an amendment to this Agreement to add agency provisions similar to those included in agreements for similar syndicated repurchase facilities.
SECTION 18. TRANSFER AND MAINTENANCE OF REGISTER.
(a)Subject to acceptance and recording thereof pursuant to Section 18(b), from and after the effective date specified in each Assignment and Acceptance the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of Buyer under this Agreement. Any assignment or transfer by Buyer of rights or obligations under this Agreement that does not comply with this Section 18 shall be treated for purposes of this Agreement as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 18(b) hereof.
(b)Buyer shall maintain, on Seller’s behalf, a register (the “Register”) on which it will record each Assignment and Acceptance and participation. The Register shall include the names and addresses of Buyer (including all assignees, successors and participants) and the percentage or portion of such rights and obligations assigned. Failure to make any such recordation, or any error in such recordation shall not affect Seller’s obligations in respect of such rights.
SECTION 19. HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS
Title to all Purchased Assets and Repurchase Assets shall pass to Buyer and Buyer shall have free and unrestricted use of all Purchased Assets. Nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Assets or otherwise pledging, repledging, transferring, hypothecating, or rehypothecating the Purchased Assets to any Person, including without limitation, the Federal Home Loan Bank. Nothing contained in this Agreement shall obligate Buyer to segregate any Purchased Assets delivered to Buyer by Seller.
Buyer may, in connection with any repurchase transaction or proposed repurchase transaction pursuant to this Section 19, disclose to the repledgee or proposed repledgee, as the case may be, this Agreement and the other Program Documents and any information relating to Seller or any of its Subsidiaries or to any aspect of the Transactions that has been furnished to Buyer by or on behalf of Seller or any of its Subsidiaries; provided that such repledgee agrees to hold such information subject to the confidentiality provisions of this Agreement.
SECTION 20. TAX TREATMENT
Notwithstanding anything to the contrary in this Agreement or any other Program Documents, each party to this Agreement acknowledges that it is its intent for U.S. federal, state and local income and franchise tax purposes to treat each Transaction as indebtedness of Seller that is secured by the Purchased Assets and the Purchased Assets as owned by Seller in the absence of a Default by Seller. All parties to this Agreement agree to such treatment and agree to take no action inconsistent with this treatment, unless required by any Requirement of Law (in which case such party shall promptly notify the other party of such Requirement of Law).
SECTION 21. SET-OFF
In addition to any rights and remedies of Buyer hereunder and by law, Buyer shall have the right, without prior notice to any Seller Party, any such notice being expressly waived by each Seller Party to the extent permitted by applicable law to set off and appropriate and apply against any Obligation from any Seller Party or any Affiliate thereof to Buyer or any of its
Affiliates any and all Property and deposits (general or special, time or demand, provisional or final), in any currency, and any other obligation (including to return excess margin), credits, indebtedness or claims or cash, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by or due from Buyer or any Affiliate thereof to or for the credit or the account of any Seller Party or any Affiliate thereof. Buyer may set-off cash, the proceeds of the liquidation of any Repurchase Assets and all other sums or obligations owed by Buyer or its Affiliates to a Seller Party or its Affiliates against all of Seller Party’s or its Affiliate’s obligations to Buyer or its Affiliates, whether under this Agreement or under any other agreement between the parties or between a Seller Party or its Affiliate and Buyer and any Affiliate of Buyer, or otherwise, whether or not such obligations are then due, without prejudice to Buyer’s or its Affiliate’s right to recover any deficiency. Buyer agrees promptly to notify the Seller Parties after any such set-off and application made by Buyer; provided that the failure to give such notice shall not affect the validity of such set-off and application.
Buyer shall at any time have the right, in each case until such time as Buyer determines otherwise, to retain, to suspend payment or performance of, or to decline to remit, any amount or property that Buyer would otherwise be obligated to pay, remit or deliver to Seller hereunder if an Event of Default or Default has occurred.
SECTION 22. TERMINABILITY
Each representation and warranty made or deemed to be made by entering into a Transaction, herein or pursuant hereto shall survive the making of such representation and warranty, and Buyer shall not be deemed to have waived any Default that may arise because any such representation or warranty shall have proved to be false or misleading, notwithstanding that Buyer may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time the Transaction was made. Notwithstanding any such termination or the occurrence of an Event of Default, all of the representations and warranties and covenants hereunder shall continue and survive. The obligations of each Seller Party under Section 14 hereof shall survive the termination of this Agreement.
SECTION 23. NOTICES AND OTHER COMMUNICATIONS
Except as otherwise expressly permitted by this Agreement, all notices, requests and other communications provided for herein (including without limitation any modifications of, or waivers, requests or consents under, this Agreement) shall be given or made in writing (including without limitation by electronic transmission) delivered to the intended recipient at the addresses set forth below. In all cases, to the extent that the related individual set forth in the respective “Attention” line is no longer employed by the respective Person, such notice may be given to the attention of a Responsible Officer of the respective Person or to the attention of such individual or individuals as subsequently notified in writing by a Responsible Officer of the respective Person. Except as otherwise provided in this Agreement and except for notices given under Section 3 (which shall be effective only on receipt), all such communications shall be deemed to have been duly given when transmitted electronically or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid.
If to Seller:
United Wholesale Mortgage, LLC
585 South Blvd E.
Pontiac, Michigan 48341
Attention: Blake Kolo, EVP
With a copy to:
United Wholesale Mortgage, LLC
585 South Blvd E.
Pontiac, Michigan 48341
Attention: Legal Department
If to Buyer:
UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York
1285 Avenue of the Americas
New York, NY 10019
Attention: [***]
Telephone: [***]
Email: [***]
With a copy to:
[***]
Executive Director & Counsel
UBS Business Solutions LLC
11 Madison Avenue
New York, NY 10010
Telephone: [***]
Email: [***]
And:
[***]
SECTION 24. USE OF THE WAREHOUSE ELECTRONIC SYSTEM AND OTHER ELECTRONIC MEDIA
Seller acknowledges and agrees that Buyer may require or permit certain transactions with Buyer be conducted electronically using Electronic Records and/or Electronic Signatures. Seller consents to the use of Electronic Records and/or Electronic Signatures whenever expressly required or permitted by Buyer and acknowledges and agrees that Seller
shall be bound by its Electronic Signature and by the terms, conditions, requirements, information and/or instructions contained in any such Electronic Records.
Seller agrees to adopt as its Electronic Signature its user identification codes, passwords, personal identification numbers, access codes, a facsimile image of a written signature and/or other symbols or processes as provided or required by Buyer from time to time (as a group, any subgroup thereof or individually, hereinafter referred to as Seller’s Electronic Signature). Seller acknowledges that Buyer will rely on any and all Electronic Records and on Seller’s Electronic Signature transmitted or submitted to Buyer.
Buyer shall not be liable for the failure of either its or Seller’s internet service provider, or any other telecommunications company, telephone company, satellite company or cable company to timely, properly and accurately transmit any Electronic Record or fax copy.
Before engaging in Electronic Transactions with Seller, Buyer may provide Seller, or require Seller to create, user identification codes, passwords, personal identification numbers and/or access codes, as applicable, to permit access to Buyer’s computer information processing system. Each Person permitted access to the Warehouse Electronic System must have a separate identification code and password. Seller shall be fully responsible for protecting and safeguarding any and all user identification codes, passwords, personal identification numbers and access codes provided or required by Buyer. Seller shall adopt and maintain security measures to prevent the loss, theft or unauthorized or improper disclosure or use of any and all user identification codes, passwords, personal identification numbers and/or access codes by Persons other than the individual Person who is authorized to use such information. Seller shall notify Buyer immediately in the event (i) of any loss, theft or unauthorized disclosure or use of any of the user identification codes, passwords, personal identification numbers and/or access codes or (ii) Seller has any reason to believe there has been a breach of security or that its access to Warehouse Electronic System is no longer secure for any reason.
Seller understands and agrees that it shall be fully responsible for protecting and safeguarding its computer hardware and software from any and all (a) computer “viruses,” “time bombs,” “trojan horses” or other harmful computer information, commands, codes or programs that may cause or facilitate the destruction, corruption, malfunction or appropriation of, or damage or change to, any of Seller’s or Buyer’s computer information processing systems, including without limitation, all hardware, software, Electronic Records, information, data and/or codes and (b) computer “worms,” “trap doors” or other harmful computer information, commands, codes or programs that enable unauthorized access to Seller’s and/or Buyer’s computer information processing systems, including without limitation, all hardware, software, Electronic Records, information, data and/or codes.
Seller agrees that Buyer may, in its sole discretion and from time to time, without limiting Seller’s liability set forth herein, establish minimum security standards that Seller must, at a minimum, comply with in an effort to (x) protect and safeguard any and all user identification codes, passwords, personal identification numbers and/or access codes from loss, theft or unauthorized disclosure or use; and (y) prevent the infiltration and “infection” of Seller’s
hardware and/or software by any and all computer “viruses,” “time bombs,” “trojan horses,” “worms,” “trapdoors” or other harmful computer codes or programs.
If Buyer, from time to time, establishes minimum security standards, Seller shall comply with such minimum security standards within the time period established by Buyer. Buyer shall have the right to confirm Seller’s compliance with any such minimum security standards. Seller’s compliance with such minimum security standards shall not relieve Seller from any of its liability set forth herein.
Whether or not Buyer establishes minimum security standards, Seller shall continue to be fully responsible for adopting and maintaining security measures that are consistent with the risks associated with conducting electronic transactions with Buyer. Seller’s failure to adopt and maintain appropriate security measures or to comply with any minimum security standards established by Buyer may result in, among other things, termination of Seller’s access to Buyer’s computer information processing systems.
Each Seller Party understands and agrees that certain elements or components of the Warehouse Electronic System may be provided by third party vendors, and hereby holds Buyer harmless from any liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against Seller Party relating to or arising out of Seller’s use of the Warehouse Electronic System including without limitation, the use of any elements or components provided by third party vendors.
SECTION 25. ENTIRE AGREEMENT; SEVERABILITY; SINGLE AGREEMENT
This Agreement, together with the Program Documents, constitute the entire understanding between Buyer and Seller Parties with respect to the subject matter they cover and shall supersede any existing agreements between the parties containing general terms and conditions for repurchase transactions involving Purchased Assets. By acceptance of this Agreement, Buyer and Seller Parties each acknowledge that they have not made, and are not relying upon, any statements, representations, promises or undertakings not contained in this Agreement. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.
Buyer and Seller acknowledge that, and have entered hereinto and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and that each has been entered into in consideration of the other Transactions. Accordingly, each of Buyer and each Seller Party agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder, (ii) that Buyer shall be entitled to set off claims and apply property held by it in respect of any Transaction against obligations owing to it in respect of any other Transaction hereunder; (iii) that payments, deliveries, and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries, and other transfers in respect of any other Transactions hereunder, and the obligations
to make any such payments, deliveries, and other transfers may be applied against each other and netted and (iv) to promptly provide notice to the other after any such set off or application.
SECTION 26. GOVERNING LAW
THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE EFFECTIVENESS, VALIDITY AND ENFORCEABILITY OF ELECTRONIC CONTRACTS, OTHER RECORDS, ELECTRONIC RECORDS AND ELECTRONIC SIGNATURES USED IN CONNECTION WITH ANY ELECTRONIC TRANSACTION BETWEEN BUYER AND SELLER PARTY SHALL BE GOVERNED BY E-SIGN.
SECTION 27. SUBMISSION TO JURISDICTION; WAIVERS
BUYER AND EACH SELLER PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY:
SECTION 1.SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER PROGRAM DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;
(i)CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;
(ii)AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH IN
SECTION 23 HEREOF OR AT SUCH OTHER ADDRESS OF WHICH THE OTHER PARTY SHALL HAVE BEEN NOTIFIED;
(iii)AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION; AND
(iv)HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER PROGRAM DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
SECTION 28. NO WAIVERS, ETC.
No failure on the part of Buyer to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under any Program Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any Program Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. An Event of Default shall be deemed to be continuing unless expressly waived by Buyer in writing.
SECTION 29. NETTING
If Buyer and Seller are “financial institutions” as now or hereinafter defined in Section 4402 of Title 12 of the United States Code (“Section 4402”) and any rules or regulations promulgated thereunder (a) all amounts to be paid or advanced by one party to or on behalf of the other under this Agreement or any Transaction hereunder shall be deemed to be “payment obligations” and all amounts to be received by or on behalf of one party from the other under this Agreement or any Transaction hereunder shall be deemed to be “payment entitlements” within the meaning of Section 4402, and this Agreement shall be deemed to be a “netting contract” as defined in Section 4402; (b) the payment obligations and the payment entitlements of the parties hereto pursuant to this Agreement and any Transaction hereunder shall be netted as follows. In the event that either party (the “Defaulting Party”) shall fail to honor any payment obligation under this Agreement or any Transaction hereunder, the other party (the “Nondefaulting Party”) shall be entitled to reduce the amount of any payment to be made by the Nondefaulting Party to the Defaulting Party by the amount of the payment obligation that the Defaulting Party failed to honor.
SECTION 30. CONFIDENTIALITY
Buyer and each Seller Party hereby acknowledge and agree that all written or computer-readable information provided by one party to any other regarding the terms set forth in any of the Program Documents or the Transactions contemplated thereby (the “Confidential
Terms”) shall be kept confidential and shall not be divulged to any party without the prior written consent of such other party except to the extent that (i) it is necessary to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or regulatory bodies or in order to comply with any applicable federal or state laws, (ii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant or (iii) in the event of an Event of Default Buyer determines such information to be necessary or desirable to disclose in connection with the marketing and sales of the Purchased Assets or otherwise to enforce or exercise Buyer’s rights hereunder.
Notwithstanding the foregoing or anything to the contrary contained herein or in any other Program Document, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the Transactions, any fact relevant to understanding the federal, state and local tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that no Seller Party or Subsidiary of Affiliate thereof may disclose the name of or identifying information with respect to Buyer, its Affiliates or any other Indemnified Party, or any pricing terms (including, without limitation, the Pricing Rate, Warehouse Fees and, Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transactions and is not relevant to understanding the federal, state and local tax treatment of the Transactions, without the prior written consent of Buyer. The provisions set forth in this Section 30 shall survive the termination of this Agreement.
SECTION 31. INTENT
(a)The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a).
(b)This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party’s right to liquidate Purchased Assets delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 13 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5).
(c)The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code.
(d)The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are defined in FDIA and any rules, orders or policy statements thereunder.
(e)It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA).
(f)Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.
SECTION 32. DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
The parties acknowledge that they have been advised that (a) in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission (“SEC”) under Section 15 of the Securities Exchange Act of 1934 (“1934 Act”), the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 (“SIPA”) do not protect the other party with respect to any Transaction hereunder and (b) in the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable.
SECTION 33. CONFLICTS
In the event of any conflict between the terms of this Agreement, any other Program Document and any Confirmation, the documents shall control in the following order of priority: first, the terms of the Confirmation shall prevail, then the terms of this Agreement shall prevail, and then the terms of the other Program Document shall prevail.
SECTION 34. MISCELLANEOUS
(a)Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Agreement. The parties agree that this Agreement, any addendum or amendment hereto or any other document necessary for the consummation of the transaction contemplated by this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the E-Sign, the UETA and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any secure third party electronic signature capture service providers, as long as such service providers use system logs and audit trails that establish a temporal and process link between the presentation of identity documents and the electronic signing, together with identifying information that can be used to verify the electronic signature and its attribution to the signer’s identity and evidence of the signer’s agreement to conduct the transaction electronically and of the signer’s execution of each electronic signature.
(b)Captions. The captions and headings appearing herein are for included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.
(c)Acknowledgment. Each Seller Party hereby acknowledges that (i) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Program Documents; (ii) Buyer has no fiduciary relationship to Seller Party; and (iii) no joint venture exists between Buyer and Seller Party.
(d)Documents Mutually Drafted. Seller Parties and Buyer agree that this Agreement each other Program Document prepared in connection with the Transactions set forth herein have been mutually drafted and negotiated by each party, and consequently such documents shall not be construed against either party as the drafter thereof.
(e)Amendments. This Agreement and each other Program Document may be amended from time to time, in writing and duly executed by the parties hereto.
(f)Acknowledgement of Anti Predatory Lending Policies. Buyer has in place internal policies and procedures that expressly prohibit its purchase of any High Cost Mortgage Loan.
(g)Authorizations. Any of the persons whose signatures and titles appear on Schedule 2 are authorized, acting singly, to act for Seller Party, under this Agreement.
SECTION 35. GENERAL INTERPRETIVE PRINCIPLES
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender; (b) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles; (c) references herein to “Articles”, “Sections”, “Subsections”, “Paragraphs”, and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement; (d) a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions; (e) the words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision; (f) the term “include” or “including” shall mean without limitation by reason of enumeration; (g) all times specified herein or in any other Program Document (unless expressly specified otherwise) are local times in New York, New York unless otherwise stated; and (h) all references herein or in any Program Document to “good faith” means good faith as defined in Section 1-201(b)(20) of the UCC as in effect in the State of New York.
[THIS SPACE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date set forth above.
BUYER:
UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK
By:
Name: Kathleen Donovan
Title: Managing Director
By:
Name: Chi Ma
Title: Executive Director
Signature Page to the Master Repurchase Agreement
SELLER:
UNITED WHOLESALE MORTGAGE, LLC
By:
Name: Blake Kolo
Title: Chief Business Officer
Signature Page to the Master Repurchase Agreement
SCHEDULE 1
REPRESENTATIONS AND WARRANTIES
Seller represents and warrants to Buyer, with respect to each Mortgage Loan, that as of the Purchase Date for the purchase of any Purchased Mortgage Loans by Buyer from Seller and as of the date of this Agreement and any Transaction hereunder and at all times while the Program Documents and any Transaction hereunder is in full force and effect, that the following are true and correct. For purposes of this Schedule 1 and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to a Mortgage Loan if and when Seller has taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer adversely affects such Mortgage Loan. With respect to those representations and warranties which are made to the best of Seller’s knowledge, if it is discovered by Seller or Buyer that the substance of such representation and warranty is inaccurate, notwithstanding Seller’s lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty.
(a)Mortgage Loans as Described. The information set forth in the Mortgage Loan Schedule is complete, true and correct.
(b)Payments Current. No payment required under the Mortgage Loan is [***] or more delinquent nor has any payment under the Mortgage Loan been [***] or more delinquent at any time since the origination of the Mortgage Loan; and, if the Mortgage Loan is a Co-op Loan, no foreclosure action or private or public sale under the Uniform Commercial Code has ever to the knowledge of Seller, been threatened or commenced with respect to the Co-op Loan.
(a)Origination Date. Unless otherwise approved by Buyer, the initial Purchase Date is no more than (i) with respect to Mortgage Loans other than Correspondent Mortgage Loans in non-escrow states, [***] following the origination date of the Mortgage Note; (ii) with respect to Mortgage Loans other than Correspondent Mortgage Loans in escrow states, [***] following the origination date of the Mortgage Note and (iii) with respect to Correspondent Mortgage Loans, [***] following the origination date of the Mortgage Note.
(c)Approved Underwriting Guidelines. The Mortgage Loan satisfies the Approved Underwriting Guidelines.
(d)No Outstanding Charges. There are no defaults in complying with the terms of the Mortgage, and all taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable. Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required under the Mortgage Loan, except for interest accruing from the date of the
Mortgage Note or date of disbursement of the Mortgage Loan proceeds, whichever is earlier, to the day which precedes by one month the Due Date of the first installment of principal and interest.
(e)Original Terms Unmodified. The terms of the Mortgage Note (and the Proprietary Lease, the Assignment of Proprietary Lease and Stock Power with respect to each Co-op Loan) and Mortgage have not been impaired, waived, altered or modified in any respect, from the date of origination except by a written instrument which has been recorded, if necessary to protect the interests of Buyer, and which has been delivered to the Custodian or to such other Person as Buyer shall designate in writing, and the terms of which are reflected in the Mortgage Loan Schedule. The substance of any such waiver, alteration or modification has been approved by the issuer of any related PMI Policy and the title insurer, if any, to the extent required by the policy, and its terms are reflected on the Mortgage Loan Schedule, if applicable. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement, approved by the issuer of any related PMI Policy and the issuer of the title insurer, to the extent required by the policy, and which assumption agreement is part of the Mortgage File delivered to the Custodian or to such other Person as Buyer shall designate in writing and the terms of which are reflected in the Mortgage Loan Schedule.
(f)No Defenses. The Mortgage Loan (and the Assignment of Proprietary Lease related to each Co-op Loan) is not subject to any right of rescission, set-off, counterclaim or defense, including without limitation the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including without limitation the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto, and no Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding at, or subsequent to, the time the Mortgage Loan was originated.
(g)Hazard Insurance. Pursuant to the terms of the Mortgage, all buildings or other improvements upon the Mortgaged Property are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are provided for in the Fannie Mae guides or by Freddie Mac, as well as all additional requirements set forth in the Approved Underwriting Guidelines. If required by the National Flood Insurance Act of 1968, as amended, and the Flood Disaster Protection Act of 1973, as amended, each Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration as in effect which policy conforms to Fannie Mae and Freddie Mac, as well as all additional requirements set forth in the Servicing Agreement. All individual insurance policies contain a standard mortgagee clause naming Seller and its successors and assigns as mortgagee, and all premiums thereon have been paid and such policies may not be reduced, terminated or cancelled without thirty (30) days’ prior written notice to the mortgagee. The Mortgage obligates the Mortgagor thereunder to maintain the hazard insurance policy at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at such Mortgagor’s cost and expense, and to seek reimbursement therefor from the Mortgagor. Where required by state law or regulation,
the Mortgagor has been given an opportunity to choose the carrier of the required hazard insurance, provided the policy is not a “master” or “blanket” hazard insurance policy covering a condominium, or any hazard insurance policy covering the common facilities of a planned unit development. The hazard insurance policy is the valid and binding obligation of the insurer, is in full force and effect, and will be in full force and effect and inure to the benefit of Buyer upon the consummation of the transactions contemplated by this Agreement. Seller has not engaged in, and has no knowledge of the Mortgagor’s or any servicer’s having engaged in, any act or omission which would impair the coverage of any such policy, the benefits of the endorsement provided for herein, or the validity and binding effect of such policy, including, without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by Seller.
(h)Compliance with Applicable Laws. Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, anti-predatory lending laws, laws covering fair housing, fair credit reporting, community reinvestment, homeowners equity protection, equal credit opportunity, mortgage reform and disclosure laws or unfair and deceptive practices laws applicable to the Mortgage Loan have been complied with, the consummation of the transactions contemplated hereby will not involve the violation of any such laws or regulations. Seller shall maintain in its possession, available for Buyer’s inspection, and shall deliver to Buyer upon demand, evidence of compliance with all requirements set forth herein.
(i)No Satisfaction of Mortgage. The Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would affect any such release, cancellation, subordination or rescission. Seller has not waived the performance by the Mortgagor of any action, if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in default, nor has Seller waived any default resulting from any action or inaction by the Mortgagor.
(j)Location and Type of Mortgaged Property. The Mortgaged Property is a fee simple property located in the state identified in the Mortgage Loan Schedule except that with respect to real property located in jurisdictions in which the use of leasehold estates for residential properties is a widely-accepted practice, the Mortgaged Property may be a leasehold estate and consists of a single parcel of real property with a detached single family residence erected thereon, or a two- to four-family dwelling, or an individual residential condominium or Co-op Unit in a low-rise or high-rise condominium or Co-op Project, or an individual unit in a planned unit development and that no residence or dwelling is (i) a mobile home or (ii) a manufactured home, provided, however, that any condominium or Co-op Unit or planned unit development shall not fall within any of the “Ineligible Projects” of part VIII, Section 102 of the Fannie Mae Selling Guide and shall conform with the Approved Underwriting Guidelines. The Mortgaged Property is not raw land. In the case of any Mortgaged Properties that are manufactured homes (a “Manufactured Home Mortgage Loans”), (i) such Manufactured Home Mortgage Loan conforms with the applicable Fannie Mae or Freddie Mac requirements
regarding mortgage loans related to manufactured dwellings, (ii) the related manufactured dwelling is permanently affixed to the land, (iii) the related manufactured dwelling and the related land are subject to a Mortgage properly filed in the appropriate public recording office and naming Seller as mortgagee, (iv) the applicable laws of the jurisdiction in which the related Mortgaged Property is located will deem the manufactured dwelling located on such Mortgaged Property to be a part of the real property on which such dwelling is located, and (v) such Manufactured Home Mortgage Loan is (x) a qualified mortgage under Section 860G(a)(3) of the Internal Revenue Code of 1986, as amended and (y) secured by manufactured housing treated as a single family residence under Section 25(e)(10) of the Code. As of the date of origination, no portion of the Mortgaged Property was used for commercial purposes, and since the date of origination, no portion of the Mortgaged Property has been used for commercial purposes; provided, that Mortgaged Properties which contain a home office shall not be considered as being used for commercial purposes as long as the Mortgaged Property has not been altered for commercial purposes and is not storing any chemicals or raw materials other than those commonly used for homeowner repair, maintenance and/or household purposes.
(k)Located in U.S. No collateral (including, without limitation, the related real property and the dwellings thereon and otherwise) relating to such Mortgage Loan is located in any jurisdiction other than the United States of America or the District of Columbia.
(l)Valid First Lien. Each Mortgage is a valid and subsisting first lien of record on a single parcel of real estate constituting the Mortgaged Property, including all buildings and improvements on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems located in or annexed to such buildings, and all additions, alterations and replacements made at any time, subject in all cases to the exceptions to title set forth in the title insurance policy with respect to the related Mortgage Loan, which exceptions are generally acceptable to prudent mortgage lending companies, and such other exceptions to which similar properties are commonly subject and which do not individually, or in the aggregate, materially and adversely affect the benefits of the security intended to be provided by such Mortgage. The lien of the Mortgage is subject only to:
(i)the lien of current real property taxes and assessments not yet due and payable.
(ii)covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording acceptable to prudent mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the originator of the Mortgage Loan and (a) specifically referred to or otherwise considered in the appraisal made for the originator of the Mortgage Loan or (b) which do not adversely affect the Appraised Value of the Mortgaged Property set forth in such appraisal; and
(iii) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property.
Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting, enforceable and perfected first lien and first priority security interest on the property described therein and Seller has full right to sell and assign the same to Buyer. The Mortgaged Property was not, as of the date of origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed to secure debt or other security instrument creating a lien subordinate to the lien of the Mortgage.
(m)Validity of Mortgage Documents. The Mortgage Note and the Mortgage and any other agreement executed and delivered by a Mortgagor in connection with a Mortgage Loan are genuine, and each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with its terms. All parties to the Mortgage Note, the Mortgage and any other such related agreement had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note, the Mortgage and any such agreement, and the Mortgage Note, the Mortgage and any other such related agreement have been duly and properly executed by other such related parties. The documents, instruments and agreements submitted for loan underwriting were not falsified and contain no untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading. No fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part of any Person, including without limitation, the Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination or servicing of the Mortgage Loan or in the application or any insurance in relation to such Mortgage Loan. Seller has reviewed all of the documents constituting the Mortgage File and has made such inquiries as it deems necessary to make and confirm the accuracy of the representations set forth herein.
(n)Full Disbursement of Proceeds. The Mortgage Loan has been closed and, except Homestyle Renovation Mortgage Loans or HomePath Renovation Mortgage Loans, the proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and all requirements as to completion of any on-site or off-site improvement and as to disbursements of any escrow funds therefor have been complied with. With respect to Homestyle Renovation Mortgage Loans and HomePath Renovation Mortgage Loans, Seller has made all advances and disbursements in accordance with the terms of the Mortgage and/or the terms and conditions of the related mortgage loan program, and such additional amounts have been advanced or disbursed from Seller’s own funds and not from the funds representing any Purchase Price paid by Buyer to Seller hereunder. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage. All points and fees related to each Mortgage Loan were disclosed in writing to the Mortgagor in accordance with applicable state and federal law and regulation. No Mortgagor was charged “points and fees” (whether or not financed) in an amount that exceeds three percent (3%) of the total loan amount (or such other applicable limits for lower balance Mortgages) as specified under 12 CFR 1026.43(e)(3), and the points and fees were calculated using the calculation required for qualified mortgages under 12 CFR 1026.32(b) to determine compliance with applicable requirements.
(o)Ownership. Seller is the sole owner of record and holder of the Mortgage Loan and the indebtedness evidenced by each Mortgage Note and upon the sale of the Mortgage Loans to Buyer, Seller will retain the Mortgage Files or any part thereof with respect thereto not delivered to the Custodian, Buyer or Buyer’s designee, in trust only for the purpose of servicing and supervising the servicing of each Mortgage Loan. The Mortgage Loan is not assigned or pledged, and Seller has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Mortgage Loan to Buyer free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan (and with respect to any Co-op Loan, the sole owner of the related Assignment of Proprietary Lease) pursuant to this Agreement and following the sale of each Mortgage Loan, Buyer will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. Seller intends to relinquish all rights to possess, control and monitor the Mortgage Loan.
(p)Doing Business. All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (2) either (i) organized under the laws of such state, or (ii) qualified to do business in such state, or (iii) a federal savings and loan association, a savings bank or a national bank having a principal office in such state, or (3) not doing business in such state.
(q)LTV, PMI Policy. No Conforming Mortgage Loan has an LTV greater than [***]. The LTV of the Conforming Mortgage Loan either is not more than [***] or the excess over [***] of the Appraised Value is and will be insured as to payment defaults by a PMI Policy until the LTV of such Conforming Mortgage Loan is reduced to [***]. All provisions of such PMI Policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. No action, inaction, or event has occurred and no state of facts exists that has, or will result in the exclusion from, denial of, or defense to coverage. Any Conforming Mortgage Loan subject to a PMI Policy obligates the Mortgagor thereunder to maintain the PMI Policy and to pay all premiums and charges in connection therewith. The Mortgage Interest Rate for the Conforming Mortgage Loan as set forth on the Mortgage Loan Schedule is net of any such insurance premium. The LTV of any Agency High LTV Mortgage Loan meets the requirements of the “High LTV Refinance Option” program implemented by Fannie Mae or the “Enhanced Relief Refinance” program implemented by Freddie Mac, as applicable.
(r)Title Insurance. The Mortgage Loan is covered by an ALTA lender’s title insurance policy, or with respect to any Mortgage Loan for which the related Mortgaged Property is located in California a CLTA lender’s title insurance policy, or other generally acceptable form of policy or insurance acceptable to Fannie Mae or Freddie Mac and each such title insurance policy is issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring Seller, its successors and assigns, as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (i), (ii) and (iii) of paragraph (m) of this Schedule 1, and in the case of adjustable rate Mortgage Loans, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. Additionally, such lender’s title insurance policy affirmatively insures ingress and egress, and against encroachments by or upon the Mortgaged Property or any interest therein. The title policy does not contain any special exceptions (other than the standard exclusions) for zoning and uses and has been marked to delete the standard survey exception or to replace the standard survey exception with a specific survey reading. Seller, its successors and assigns, are the sole insureds of such lender’s title insurance policy, and such lender’s title insurance policy is valid and remains in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender’s title insurance policy, and no prior holder of the related Mortgage, including Seller, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy, including without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other Person or entity, and no such unlawful items have been received, retained or realized by Seller.
(s)No Defaults. Other than payments due but not yet thirty (30) days or more delinquent, there is no default, breach, violation or event which would permit acceleration existing under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event which would permit acceleration, and neither Seller nor any of its affiliates nor any of their respective predecessors, have waived any default, breach, violation or event which would permit acceleration; and with respect to each Co-op Loan, there is no default in complying with the terms of the Mortgage Note, the Assignment of Proprietary Lease and the Proprietary Lease and all maintenance charges and assessments (including assessments payable in the future installments, which previously became due and owing) have been paid, and Seller has the right under the terms of the Mortgage Note, Assignment of Proprietary Lease and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor.
(t)No Mechanics’ Liens. There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage.
(u)Location of Improvements; No Encroachments. All improvements which were considered in determining the Appraised Value of the Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property. No improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning law or regulation.
(v)Origination; Payment Terms. Except with respect to a Correspondent Mortgage Loan, the Mortgage Loan was originated by Seller. Seller is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union, insurance company or other similar institution which is supervised and examined by a federal or state authority. The documents, instruments and agreements submitted for loan underwriting were not falsified and contain no untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading. No Mortgage Loan contains terms or provisions which would result in negative amortization. Principal payments on the Mortgage Loan commenced no more than sixty (60) days after funds were disbursed in connection with the Mortgage Loan. The mortgage interest rate as well as the lifetime rate cap and the periodic cap are as set forth on the Mortgage Loan Schedule. The Mortgage Note is payable in equal monthly installments of principal and interest, which installments of interest, with respect to adjustable rate Mortgage Loans, are subject to change due to the adjustments to the mortgage interest rate on each interest rate adjustment date, with interest calculated and payable in arrears, sufficient to amortize the Mortgage Loan fully by the stated maturity date, over an original term of not more than thirty (30) years from commencement of amortization. Unless otherwise specified, the Mortgage Loan is payable on the first day of each month. There are no Mortgage Loans which contain a provision allowing the Mortgagor to convert the Mortgage Note from an adjustable interest rate Mortgage Note to a fixed interest rate Mortgage Note.
(w)Customary Provisions. The Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure. Upon default by a Mortgagor on a Mortgage Loan and foreclosure on, or trustee’s sale of, the Mortgaged Property pursuant to the proper procedures, the holder of the Mortgage Loan will be able to deliver good and merchantable title to the Mortgaged Property. There is no homestead or other exemption or other right available to the Mortgagor or any other person, or restriction on Seller or any other person, including without limitation, any federal, state or local, law, ordinance, decree, regulation, guidance, attorney general action, or other pronouncement, whether temporary or permanent in nature, that would interfere with, restrict or delay, either (y) the ability of Seller, Buyer or any servicer or any successor servicer to sell the related Mortgaged Property at a trustee's sale or otherwise, or (z) the ability of Seller, Buyer or any servicer or any successor servicer to foreclose on the related Mortgage.
(x)Conformance with Agency and Approved Underwriting Guidelines. The Mortgage Loan was underwritten in accordance with the Approved Underwriting Guidelines (a copy of which has been delivered to Buyer). The Mortgage Note and Mortgage are on forms acceptable to Freddie Mac, Fannie Mae or FHA, as applicable, and Seller has not made any representations to a Mortgagor that are inconsistent with the mortgage instruments used. The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective quantitative principles which relate the Mortgagor’s credit characteristics, income,
assets and liabilities (as applicable to a particular underwriting program) to the proposed payment, and such underwriting methodology does not rely on the extent of the Mortgagor’s equity in the collateral as the principal determining factor in approving such credit extension. Such underwriting methodology confirmed that at the time of origination (application/approval) the Mortgagor had a reasonable ability to make timely payments on the Mortgage Loan.
(y)Occupancy of the Mortgaged Property. The Mortgaged Property is lawfully occupied under applicable law. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities.
(z)No Additional Collateral. The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in clause (j) above.
(aa)Deeds of Trust. In the event the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by Buyer to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor.
(ab)Acceptable Investment. There are no circumstances or conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor, the Mortgage File or the Mortgagor’s credit standing that can reasonably be expected to cause private institutional investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or adversely affect the value or marketability of the Mortgage Loan, or cause the Mortgage Loans to prepay during any period materially faster or slower than the mortgage loans originated by Seller generally.
(ac)Delivery of Mortgage Documents. The Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents required to be delivered under the Custodial Agreement for each Mortgage Loan have been delivered to the Custodian. Seller is in possession of a complete, true and accurate Mortgage File, except for such documents the originals of which have been delivered to the Custodian.
(ad)Condominiums/Planned Unit Developments. If the Mortgaged Property is a condominium unit or a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project is (i) acceptable to Fannie Mae or Freddie Mac or (ii) located in a condominium or planned unit development project which has received project approval from Fannie Mae or Freddie Mac. The representations and warranties required by Fannie Mae with respect to such condominium or planned unit development have been satisfied and remain true and correct.
(ae)Transfer of Mortgage Loans. The Assignment of Mortgage with respect to each Mortgage Loan is in recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located. The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by Seller are not subject to the bulk transfer or similar statutory provisions in effect in any applicable jurisdiction.
(af)Due-On-Sale. The Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the mortgagee thereunder, and to the best of Seller’s knowledge, such provision is enforceable.
(ag)Assumability. No Mortgage Loan is assumable.
(ah)No Buydown Provisions; No Graduated Payments or Contingent Interests. The Mortgage Loan does not contain provisions pursuant to which Monthly Payments are paid or partially paid with funds deposited in any separate account established by Seller, the Mortgagor, or anyone on behalf of the Mortgagor, or paid by any source other than the Mortgagor nor does it contain any other similar provisions which may constitute a “buydown” provision. The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature.
(ai)Consolidation of Future Advances. Any future advances made to the Mortgagor prior to the Purchase Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having first lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagee’s consolidated interest or by other title evidence acceptable to Fannie Mae and Freddie Mac and/or FHA, as applicable. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan.
(aj)Mortgaged Property Undamaged; No Condemnation Proceedings. There is no proceeding pending or threatened for the total or partial condemnation of the Mortgaged Property. The Mortgaged Property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended and each Mortgaged Property is in good repair.
(ak)Collection Practices; Escrow Deposits; Interest Rate Adjustments. The origination, servicing and collection practices used by Seller with respect to the Mortgage Loan have been in all respects in compliance with Accepted Servicing Practices, applicable laws and regulations, and have been in all respects legal and proper and prudent in the mortgage origination and servicing business. With respect to escrow deposits and Escrow Payments, all such payments are in the possession of, or under the control of, Seller and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All Escrow Payments have been collected in full compliance with state and federal law and the provisions of the related Mortgage Note and Mortgage. An escrow of funds is not prohibited by applicable law and has been established in an amount sufficient to pay for
every item that remains unpaid and has been assessed but is not yet due and payable. No escrow deposits or Escrow Payments or other charges or payments due Seller have been capitalized under the Mortgage or the Mortgage Note. All mortgage interest rate adjustments have been made in strict compliance with state and federal law and the terms of the related Mortgage and Mortgage Note on the related interest rate adjustment date. If, pursuant to the terms of the Mortgage Note, another index was selected for determining the mortgage interest rate, the same index was used with respect to each Mortgage Note which required a new index to be selected, and such selection did not conflict with the terms of the related Mortgage Note. Seller executed and delivered any and all notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the mortgage interest rate and the Monthly Payment adjustments. Any interest required to be paid pursuant to state, federal and local law has been properly paid and credited.
(al)No Violation of Environmental Laws. The Mortgaged Property is free from any and all toxic or hazardous substances and there exists no violation of any local, state or federal environmental law, rule or regulation. There is no pending action or proceeding directly involving the Mortgaged Property in which compliance with any environmental law, rule or regulation is an issue; there is no violation of any environmental law, rule or regulation with respect to the Mortgaged Property; and nothing further remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to use and enjoyment of said property.
(am)Servicemembers Civil Relief Act of 2003. The Mortgagor has not notified Seller, and Seller has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act of 2003.
(an)Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property signed prior to the approval of the Mortgage Loan application by a qualified appraiser, duly appointed by Seller, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Fannie Mae, Freddie Mac or FHA and Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.
(ao)Disclosure Materials. The Mortgagor has executed a statement to the effect that the Mortgagor has received all disclosure materials required by, and Seller has complied with, all applicable law with respect to the making of the Mortgage Loans. Seller shall maintain such statement in the Mortgage File.
(ap)Construction or Rehabilitation of Mortgaged Property. Unless otherwise approved by Buyer in writing, no Mortgage Loan was made in connection with the construction or rehabilitation of a Mortgaged Property or facilitating the trade-in or exchange of a Mortgaged Property.
(aq)Value of Mortgaged Property. Seller has no knowledge of any circumstances existing that could reasonably be expected to adversely affect the value or the marketability of any Mortgaged Property or Mortgage Loan or to cause the Mortgage Loans to prepay during any period materially faster or slower than similar mortgage loans held by Seller generally secured by properties in the same geographic area as the related Mortgaged Property.
(ar)No Defense to Insurance Coverage. Seller has caused or will cause to be performed any and all acts required to preserve the rights and remedies of Buyer in any insurance policies applicable to the Mortgage Loans including, without limitation, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of coinsured, joint loss payee and mortgagee rights in favor of Buyer. No action has been taken or failed to be taken, no event has occurred and no state of facts exists or has existed on or prior to the Purchase Date (whether or not known to Seller on or prior to such date) which has resulted or will result in an exclusion from, denial of, or defense to coverage under any applicable, special hazard insurance policy, or applicable PMI Policy or bankruptcy bond (including, without limitation, any exclusions, denials or defenses which would limit or reduce the availability of the timely payment of the full amount of the loss otherwise due thereunder to the insured) whether arising out of actions, representations, errors, omissions, negligence, or fraud of Seller, the related Mortgagor or any party involved in the application for such coverage, including the appraisal, plans and specifications and other exhibits or documents submitted therewith to the insurer under such insurance policy, or for any other reason under such coverage, but not including the failure of such insurer to pay by reason of such insurer’s breach of such insurance policy or such insurer’s financial inability to pay.
(as)Escrow Analysis. With respect to each Mortgage, Seller has within the last twelve (12) months (unless such Mortgage was originated within such twelve (12) month period) analyzed the required Escrow Payments for each Mortgage and adjusted the amount of such payments so that, assuming all required payments are timely made, any deficiency will be eliminated on or before the first anniversary of such analysis, or any overage will be refunded to the Mortgagor, in accordance with Real Estate Settlement Procedures Act and any other applicable law.
(at)Prior Servicing. Each Mortgage Loan has been serviced in all material respects in strict compliance with Accepted Servicing Practices.
(au)Credit Information. As to each consumer report (as defined in the Fair Credit Reporting Act, Public Law 91-508) or other credit information furnished by Seller to Buyer, that Seller has full right and authority and is not precluded by law or contract from furnishing such information to Buyer and Buyer is not precluded from furnishing the same to any subsequent or prospective purchaser of such Mortgage. Seller shall hold Buyer harmless from any and all damages, losses, costs and expenses (including attorney’s fees) arising from disclosure of credit information in connection with Buyer’s secondary marketing operations and the purchase and sale of mortgages or Servicing Rights thereto.
(av)Leaseholds. If the Mortgage Loan is secured by a long-term residential lease, (1) the lessor under the lease holds a fee simple interest in the land; (2) the terms of such
lease expressly permit the mortgaging of the leasehold estate, the assignment of the lease without the lessor’s consent and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protections; (3) the terms of such lease do not (A) allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice of, and opportunity to cure, such default, (B) allow the termination of the lease in the event of damage or destruction as long as the Mortgage is in existence, (C) prohibit the holder of the Mortgage from being insured (or receiving proceeds of insurance) under the hazard insurance policy or policies relating to the Mortgaged Property or (D) permit any increase in rent other than pre-established increases set forth in the lease; (4) the original term of such lease is not less than fifteen (15) years; (5) the term of such lease does not terminate earlier than five (5) years after the maturity date of the Mortgage Note; and (6) the Mortgaged Property is located in a jurisdiction in which the use of leasehold estates in transferring ownership in residential properties is a widely accepted practice.
(aw)Prepayment Penalty. No Mortgage Loan is subject to a prepayment penalty such that an amount in excess of the unpaid principal balance is due by the Mortgagor if Mortgagor prepays the Mortgage Loan prior to the maturity date of such Mortgage Loan.
(ax)Predatory Lending Regulations; High Cost Loans. No Mortgage Loan is classified as High Cost Mortgage Loans; (ii) is subject to Section 226.32 of Regulation Z or any similar state law (relating to high interest rate credit/lending transactions) or (iii) is subject to any law, regulation or rule that (A) imposes liability on a mortgagee or a lender to a mortgagee for upkeep to a Mortgaged Property prior to completion of foreclosure thereon, or (B) imposes liability on a lender to a mortgagee for acts or omissions of the mortgagee or otherwise defines a mortgagee in a manner that would include a lender to a mortgagee. No Mortgagor was encouraged or required to select a Mortgage Loan product offered by Seller or the originator which is a higher cost product designed for less creditworthy borrowers, unless at the time of the Mortgage Loan’s origination, such Mortgagor did not qualify taking into account credit history and debt to income ratios for a lower cost credit product then offered by Seller or originator. If, at the time of loan application, the Mortgagor qualified for a lower cost credit product then offered by Seller or the originator’s standard mortgage channel (if applicable), Seller or the originator directed the Mortgagor towards such standard mortgage channel, or offered such lower-cost credit product to the Mortgagor.
(ay)Ohio Stated Income Exclusion. Each Mortgage Loan with an origination date on or after January 1, 2007 which is secured by Mortgaged Property located in Ohio was originated pursuant to a program which requires verification of the borrower's income in accordance with “Full and Alternative Documentation” programs as described within the Approved Underwriting Guidelines.
(az)Origination. No predatory or deceptive lending practices, including, without limitation, the extension of credit without regard to the ability of the Mortgagor to repay and the extension of credit which has no apparent benefit to the Mortgagor, were employed in the origination of the Mortgage Loan.
(ba)Single-premium Credit or Life Insurance Policy. In connection with the origination of any Mortgage Loan, no proceeds from any Mortgage Loan were used to purchase any single premium credit insurance policy (e.g., life, mortgage, disability, accident, unemployment, or health insurance product) or debt cancellation agreement as a condition of obtaining the extension of credit. No Mortgagor obtained a prepaid single-premium credit insurance policy (e.g., life, mortgage, disability, accident, unemployment, or health insurance product) or debt cancellation agreement in connection with the origination of the Mortgage Loan. No proceeds from any Mortgage Loan were used to purchase single premium credit insurance policies (e.g., life, mortgage, disability, accident, unemployment, or health insurance product) or debt cancellation agreements as part of the origination of, or as a condition to closing, such Mortgage Loan.
(bb)Tax Service Contract; Flood Certification Contract. Each Mortgage Loan is covered by a paid in full, life of loan, tax service contract and a paid in full, life of loan, flood certification contract and each of these contracts is assignable to Buyer.
(bc)Qualified Mortgage. Each Mortgage Loan satisfies the following criteria: (i) such Mortgage Loan is a Qualified Mortgage; (ii) prior to the origination of such Mortgage Loan, the related originator made a reasonable and good faith determination that the related Mortgagor would have a reasonable ability to repay such Mortgage Loan according to its terms, in accordance with, at a minimum, the eight underwriting factors set forth in 12 CFR 1026.43(c)(2); and (iii) such Mortgage Loan is supported by documentation that evidences compliance with the Ability to Repay Rule and the QM Rule.
(bd)Ability to Repay Determination. There is no action, suit or proceeding instituted by or against or threatened against Seller in any federal or state court or before any commission or other regulatory body (federal, state or local, foreign or domestic) that questions or challenges the compliance of any Mortgage Loan (or the related underwriting) with the Ability to Repay Rule or the QM Rule.
(be)Regarding the Mortgagor. The Mortgagor is one or more natural persons and/or trustees for an Illinois land trust or a trustee under a “living trust” or “revocable trust” and such “living trust” or “revocable trust” is in compliance with Fannie Mae or Freddie Mac guidelines, as applicable, for such trusts.
(bf)Recordation. Each original Mortgage was recorded and, except for those Mortgage Loans subject to the MERS identification system, all subsequent assignments of the original Mortgage (other than the assignment to Buyer) have been recorded in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of Seller, or is in the process of being recorded.
(bg)FICO Scores. Other than with respect to Mortgage Loans where the related Mortgagor is a foreign national, each Mortgage Loan has a non-zero FICO score.
(bh)Georgia Mortgage Loans. There is no Mortgage Loan that was originated on or after March 7, 2003 that is a “high cost home loan” as defined under the Georgia Fair Lending Act.
(bi)Illinois Mortgage Loans. All Mortgage Loans originated on or after September 1, 2006 secured by property located in Cook County, Illinois are recordable at the time of origination.
(bj)Subprime Mortgage Loans. No Mortgage Loan is a “Subprime Home Loan” as defined in New York Banking Law 6-m, effective September 1, 2008.
(bk)Balloon Mortgage Loans. No Mortgage Loan is a balloon mortgage loan that has an original stated maturity of less than seven (7) years.
(bl)Adjustable Rate Mortgage Loans. Each Mortgage Loan that is an adjustable rate Mortgage Loan and that has a residential loan application date on or after September 13, 2007, complies in all material respects with the Interagency Statement on Subprime Mortgage Lending, 72 FR 37569 (July 10, 2007), regardless of whether the Mortgage Loan’s originator or Seller is subject to such statement as a matter of law.
(bm)Agency Mortgage Loans. Each Mortgage Loan that is subject to a Takeout Commitment with an Agency as the Approved Investor had a principal balance at its origination that did not exceed such Agency’s conforming loan limits as of the Purchase Date.
(bn)Nontraditional Mortgage Loan. Each Mortgage Loan that is a “nontraditional mortgage loan” within the meaning of the Interagency Guidance on Nontraditional Mortgage Product Risks, 71 FR 58609 (October 4, 2006), and that has a residential loan application date on or after September 13, 2007, complies in all material respects with such guidance, regardless of whether the Mortgage Loan’s originator or Seller is subject to such guidance as a matter of law.
(bo)Mandatory Arbitration. No Mortgage Loan is subject to mandatory arbitration.
(bp)Federal Home Loan Bank. No Mortgage Loan sold by Seller hereunder is expressly prohibited by the Federal Home Loan Bank of New York’s Member Products Guide.
(bq)Wet Loans. With respect to each Mortgage Loan that is a Wet Loan, (i) if requested by Buyer, such Mortgage Loan (other than a Mortgage Loan originated in the State of New York) is covered by a duly authorized, executed, delivered and enforceable Closing Protection Letter, and (ii) the Settlement Agent has been instructed in writing by the applicable Seller to hold the related Mortgage Loan documents as agent and bailee for Buyer or Buyer agent and to promptly forward such Mortgage Loan documents to Custodian.
(br)Takeout Commitment. Unless otherwise approved by Buyer, each Purchased Asset is (a) eligible for sale to at least two (2) Approved Investors or (b) covered by a
Takeout Commitment (i) that does not exceed the availability under such Takeout Commitment (taking into consideration mortgage loans which have been purchased by the respective Approved Investor under the Takeout Commitment and mortgage loan which Seller has identified to Buyer as covered by such Takeout Commitment); (ii) conforms to the requirements and the specifications set forth in such Takeout Commitment and the related regulations, rules, requirements and/or handbooks of the applicable Approved Investor and (iii) is eligible for sale to and insurance or guaranty by, respectively the applicable Approved Investor and applicable insurer. Each Takeout Commitment is a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(bs)Prior Financing. Other than with respect to a Correspondent Mortgage Loan, and unless otherwise agreed to by Buyer, no Mortgage Loan has been subject to any other repurchase agreement or credit facility prior to the initial Purchase Date of such Mortgage Loan.
(bt)FHA and VA Mortgage Insurance. With respect to each FHA Loan and VA Loan, as applicable, the applicable FHA Mortgage Insurance Certificate or VA Guaranty is in full force and effect, and there exists no defense or impairment to full recovery thereunder to the maximum extent provided thereby, without, in the case of any FHA Loan, indemnity to HUD or FHA. Each FHA Mortgage Insurance Certificate and VA Guaranty is the valid, binding and enforceable obligation of FHA and VA, respectively, to the full extent provided thereby, without surcharge, set-off or defense, and all actions that are necessary to ensure that such FHA Mortgage Insurance Certificate or VA Guaranty, as applicable, remains so valid, binding and enforceable have been taken. The guaranty amount with respect to each FHA Loan will be an amount that is payable in accordance with the FHA Regulations and such amount will be at least equal to the unpaid principal balance of the related Mortgage Loan. The guaranty amount with respect to each VA Loan is equal to the maximum amount applicable to such Mortgage Loan as provided under Section 5.02, Part I of the VA Lender’s Handbook, without regard to the applicable veteran’s available entitlement. All provisions of such FHA Mortgage Insurance Certificate and VA Guaranty have been and are being complied with, such document is in full force and effect, and all premiums due thereunder have been paid. The Mortgage Loan obligates the Mortgagor thereunder to maintain the FHA Mortgage Insurance Certificate or VA Guaranty, as applicable, and to pay all premiums and charges in connection therewith.
(bu)Reserved.
(bv)Co-op Loan: Valid First Lien. With respect to each Co-op Loan, the related Mortgage is a valid, enforceable and subsisting first security interest on the related Co-op Shares securing the related Proprietary Lease, subject only to (a) liens of the Co-op Corporation for unpaid assessments representing the Mortgagor’s pro rata share of the Co-op Corporation’s payments for its blanket mortgage, current and future real property taxes, insurance premiums, maintenance fees and other assessments to which like collateral is commonly subject and (b) other matters to which like collateral is commonly subject which do not materially interfere with the benefits of the security intended to be provided by the security interest. There are no liens
against or security interests in the Co-op Shares relating to each Co-op Loan (except for unpaid maintenance, assessments and other amounts owed to the related cooperative which individually or in the aggregate will not have a material adverse effect on such Co-op Loan), which have priority equal to or over Seller’s security interest in such Co-op Shares.
(bw)Co-op Loan: Compliance with Law. With respect to each Co-op Loan, the related Co-op Corporation that owns title to the related Co-op Project is a “cooperative housing corporation” within the meaning of Section 216 of the Internal Revenue Code, and is in material compliance with applicable federal, state and local laws which, if not complied with, could have a material adverse effect on the Mortgaged Property.
(bx)Co-op Loan: No Pledge. With respect to each Co-op Loan, there is no prohibition against pledging the Co-op Shares or assigning the Proprietary Lease. With respect to each Co-op Loan, (i) the term of the related Proprietary Lease is longer than the term of the Co-op Loan, (ii) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Co-op Shares owned by such Mortgagor first to the Co-op Corporation, (iii) there is no prohibition in any Proprietary Lease against pledging the Co-op Shares or assigning the Proprietary Lease and (iv) the Recognition Agreement is on a form of agreement published by Aztech Document Systems, Inc. as of the date hereof or includes provisions which are no less favorable to the lender than those contained in such agreement.
(by)Co-op Loan: Acceleration of Payment. With respect to each Co-op Loan, each Assignment of Proprietary Lease contains enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization of the material benefits of the security provided thereby. The Assignment of Proprietary Lease contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Mortgage Note in the event the Co-op Unit is transferred or sold without the consent of the holder thereof.
(bz)FHA Loans, VA Loans and RD Loans. With respect to each FHA Loan, VA Loan and RD Loan, as applicable, (i) the FHA Mortgage Insurance Certificate is in full force and effect, there exists no impairment to full recovery, the VA Loan Guaranty Agreement is in full force and effect to the maximum extent stated therein and there exists no impairment to full recovery thereunder and the RD Loan Guaranty Agreement is in full force and effect to the maximum extent stated therein and there exists no impairment to full recovery thereunder, (ii) all necessary steps have been taken to keep such guaranty or insurance valid, binding and enforceable and each of such is the binding, valid and enforceable obligation of the FHA, the VA and RD, as applicable, to the full extent thereof, without surcharge, set-off or defense, (iii) such FHA Loan is insured, or eligible to be insured, pursuant to the National Housing Act and such VA Loan is guaranteed, or eligible to be guaranteed, under the provisions of Chapter 37 of Title 38 of the United States Code, as applicable, (iv) with respect to each FHA Mortgage Insurance Certificate, VA Loan Guaranty Agreement and RD Loan Guaranty Agreement, as applicable, Seller has complied with applicable provisions of the insurance for guaranty contract and federal statutes and regulations, all premiums or other charges due in connection with such insurance or guarantee have been paid, there has been no act or omission which would or may invalidate any such insurance or guaranty, and the insurance or guaranty is, or when issued, will be, in full force
and effect with respect to such Mortgage Loan and (v) Seller has no knowledge of any circumstance which would cause such FHA Loan to be ineligible for FHA mortgage insurance, such VA Loan to be ineligible for a VA loan guaranty, such RD Loan to be ineligible for a RD loan guaranty or cause the FHA, the VA or RD to deny or reject the related Mortgagor’s application for FHA mortgage insurance, a VA loan guaranty or RD loan guaranty, as applicable.
(ca)eNote Legend. If the Mortgage Loan is an eMortgage Loan, the related eNote contains the Agency-Required eNote Legend.
(cb)eNotes. With respect to each eMortgage Loan, the related eNote satisfies all of the following criteria:
(i)the eNote bears a digital or electronic signature;
(ii)the Hash Value of the eNote indicated in the MERS eRegistry matches the Hash Value of the eNote as reflected in the eVault;
(iii)there is a single Authoritative Copy of the eNote, as applicable and within the meaning of Section 9-105 of the UCC or Section 16 of the UETA that is held in the eVault;
(iv)the Location status of the eNote on the MERS eRegistry reflects the MERS Org ID of the Custodian;
(v)other than with respect to a Ginnie Mae eNote Pooled Loan, the Controller status of the eNote on the MERS eRegistry reflects the MERS Org ID of Buyer
(vi)with respect to a Ginnie Mae eNote Pooled Loan, the Controller status of the eNote on the MERS eRegistry reflects the MERS Org ID of Seller;
(vii)with respect to a Ginnie Mae eNote Pooled Loan, the eNote Secured Party status of the eNote on the MERS eRegistry reflects the MERS Org ID of Ginnie Mae;
(viii)other than with respect to a Ginnie Mae eNote Pooled Loan, the Delegatee status of the eNote on the MERS eRegistry reflects the MERS Org ID of Custodian;
(ix)with respect to a Ginnie Mae eNote Pooled Loan, the Delegatee status of the eNote on the MERS eRegistry is blank;
(x)the Master Servicer Field status of the eNote on the MERS eRegistry reflects the MERS Org ID of Seller until being changed to Servicer in connection with a Transfer of Control to an Approved Investor;
(xi)the Subservicer Field status of the eNote on the MERS eRegistry (i) reflects, if there is a third-party subservicer, such subservicer’s MERS Org ID or (ii) if there is not a subservicer, is blank;
(xii)there is no Control Failure, eNote Secured Party Failure, eNote Replacement Failure or Unauthorized Servicing Modification with respect to such eNote;
(xiii)the eNote is a valid and enforceable Transferable Record or is a valid and enforceable “general intangible” or “payment intangible” within the meaning of the UCC;
(xiv)other than with respect to a Ginnie Mae eNote Pooled Loan, there is no defect with respect to the eNote that would result in Buyer having less than full rights, benefits and defenses of “Control” (within the meaning of the UETA or the UCC, as applicable) of the Transferable Record; and
(xv)there is no paper copy of the eNote in existence nor has the eNote been papered-out
TRID Compliance. To the extent applicable, effective with respect to applications taken on or after October 3, 2015, such Mortgage Loan was originated in compliance with the Consumer Financial Protection Bureau's TILA-RESPA Integrated Disclosure Rule.
CERTIFICATION PURSUANT TO
RULES 13a‑14(a) AND 15d‑14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mathew Ishbia, certify that:
1.I have reviewed this Quarterly Report on Form 10‑Q of UWM Holdings Corporation (the “Registrant”)
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the Registrant and have
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls over financial reporting.
| | | | | | | | |
Date: November 7, 2024 | By: | /s/ Mathew Ishbia |
| | Mathew Ishbia |
| | Chairman, President and Chief Executive Officer |
| | (Principal Executive Officer) |
CERTIFICATION PURSUANT TO
RULES 13a‑14(a) AND 15d‑14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Andrew Hubacker, certify that:
1.I have reviewed this Quarterly Report on Form 10‑Q of UWM Holdings Corporation (the “Registrant”)
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the Registrant and have
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls over financial reporting.
| | | | | | | | |
Date: November 7, 2024 | By: | /s/ Andrew Hubacker |
| | Andrew Hubacker |
| | Executive Vice President, Chief Financial Officer and Chief Accounting Officer |
| | (Principal Financial Officer) |
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Mathew Ishbia, President, Chief Executive Officer and Chairman of UWM Holdings Corporation (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.
| | | | | | | | |
Date: November 7, 2024 | By: | /s/ Mathew Ishbia |
| | Mathew Ishbia |
| | Chairman, President and Chief Executive Officer |
| | (Principal Executive Officer) |
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Andrew Hubacker, Executive Vice President and Chief Financial Officer and Chief Accounting Officer of UWM Holdings Corporation (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.
| | | | | | | | |
Date: November 7, 2024 | By: | /s/ Andrew Hubacker |
| | Andrew Hubacker |
| | Executive Vice President, Chief Financial Officer and Chief Accounting Officer |
| | (Principal Financial Officer) |
v3.24.3
Cover - shares
|
9 Months Ended |
|
Sep. 30, 2024 |
Nov. 05, 2024 |
| Document Information [Line Items] |
|
|
| Document Type |
10-Q
|
|
| Document Quarterly Report |
true
|
|
| Document Period End Date |
Sep. 30, 2024
|
|
| Document Transition Report |
false
|
|
| Entity File Number |
001-39189
|
|
| Entity Registrant Name |
UWM HOLDINGS CORPORATION
|
|
| Entity Incorporation, State or Country Code |
DE
|
|
| Entity Tax Identification Number |
84-2124167
|
|
| Entity Address, Address Line One |
585 South Boulevard E.
|
|
| Entity Address, City or Town |
Pontiac,
|
|
| Entity Address, State or Province |
MI
|
|
| Entity Address, Postal Zip Code |
48341
|
|
| City Area Code |
(800)
|
|
| Local Phone Number |
981-8898
|
|
| Entity Current Reporting Status |
Yes
|
|
| Entity Interactive Data Current |
Yes
|
|
| Entity Filer Category |
Accelerated Filer
|
|
| Entity Small Business |
false
|
|
| Entity Emerging Growth Company |
false
|
|
| Entity Shell Company |
false
|
|
| Document Fiscal Period Focus |
Q3
|
|
| Amendment Flag |
false
|
|
| Document Fiscal Year Focus |
2024
|
|
| Entity Central Index Key |
0001783398
|
|
| Current Fiscal Year End Date |
--12-31
|
|
| Common Class A |
|
|
| Document Information [Line Items] |
|
|
| Title of 12(b) Security |
Class A Common Stock, par value $0.0001 per share
|
|
| Trading Symbol |
UWMC
|
|
| Security Exchange Name |
NYSE
|
|
| Entity Common Stock, Shares Outstanding |
|
157,913,983
|
| Warrant |
|
|
| Document Information [Line Items] |
|
|
| Title of 12(b) Security |
Warrants, each warrant exercisable for one share of Class A Common Stock
|
|
| Trading Symbol |
UWMCWS
|
|
| Security Exchange Name |
NYSE
|
|
| Common Class D |
|
|
| Document Information [Line Items] |
|
|
| Entity Common Stock, Shares Outstanding |
|
1,440,332,098
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v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands |
Sep. 30, 2024 |
Dec. 31, 2023 |
| Assets |
|
|
| Cash and cash equivalents |
$ 636,327
|
$ 497,468
|
| Mortgage loans at fair value |
10,141,683
|
5,449,884
|
| Derivative assets |
66,977
|
33,019
|
| Investment securities at fair value, pledged |
108,964
|
110,352
|
| Accounts receivable, net |
561,901
|
512,070
|
| Mortgage servicing rights |
2,800,054
|
4,026,136
|
| Premises and equipment, net |
147,981
|
146,417
|
| Operating lease right-of-use asset (includes $93,856 and $97,596 with related parties) |
95,123
|
99,125
|
| Finance lease right-of-use asset, net (includes $23,253 and $24,802 with related parties) |
24,020
|
29,111
|
| Loans eligible for repurchase from Ginnie Mae |
391,696
|
856,856
|
| Other assets |
145,072
|
111,416
|
| Total assets |
15,119,798
|
11,871,854
|
| Liabilities and equity |
|
|
| Warehouse lines of credit |
9,207,746
|
4,902,090
|
| Derivative liabilities |
93,599
|
40,781
|
| Secured lines of credit |
300,000
|
750,000
|
| Borrowings against investment securities |
93,662
|
93,814
|
| Accounts payable, accrued expenses and other |
573,865
|
469,101
|
| Accrued distributions and dividends payable |
159,818
|
159,572
|
| Senior notes |
1,991,216
|
1,988,267
|
| Operating lease liability (includes $100,566 and $104,495 with related parties) |
101,833
|
106,024
|
| Finance lease liability (includes $25,027 and $26,260 with related parties) |
25,836
|
30,678
|
| Loans eligible for repurchase from Ginnie Mae |
391,696
|
856,856
|
| Total liabilities |
12,939,271
|
9,397,183
|
| Equity |
|
|
| Preferred stock, $0.0001 par value - 100,000,000 shares authorized, none issued and outstanding as of September 30, 2024 or December 31, 2023 |
0
|
0
|
| Additional paid-in capital |
2,644
|
1,702
|
| Retained earnings |
116,561
|
110,690
|
| Non-controlling interest |
2,061,162
|
2,362,119
|
| Total equity |
2,180,527
|
2,474,671
|
| Total liabilities and equity |
15,119,798
|
11,871,854
|
| Common Class A |
|
|
| Equity |
|
|
| Common stock, $0.0001 par value |
11
|
10
|
| Common Class B |
|
|
| Equity |
|
|
| Common stock, $0.0001 par value |
0
|
0
|
| Common Class C |
|
|
| Equity |
|
|
| Common stock, $0.0001 par value |
0
|
0
|
| Common Class D |
|
|
| Equity |
|
|
| Common stock, $0.0001 par value |
$ 149
|
$ 150
|
| X |
- DefinitionSum of the carrying values as of the balance sheet date of obligations incurred through that date, including liabilities incurred and payable to vendors for goods and services received, taxes, interest, rent and utilities, compensation costs, payroll taxes and fringe benefits (other than pension and postretirement obligations), contractual rights and obligations, and statutory obligations. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 34: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
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-Section 55
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section 45
-Paragraph 3
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section 50
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(19))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 38: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section S99
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Reference 39: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
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Reference 40: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 41: http://www.xbrl.org/2003/role/disclosureRef
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Reference 42: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section S99
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-Publisher FASB
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Reference 43: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
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-Section S99
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Reference 44: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 323
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-Section 50
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-Subparagraph (c)
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Reference 45: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
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Reference 46: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 810
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Reference 47: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 49: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476166/350-60-65-1
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v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands |
Sep. 30, 2024 |
Dec. 31, 2023 |
| Operating lease right-of-use asset (includes $93,856 and $97,596 with related parties) |
$ 95,123
|
$ 99,125
|
| Finance lease right-of-use asset, net (includes $23,253 and $24,802 with related parties) |
24,020
|
29,111
|
| Operating lease liability (includes $100,566 and $104,495 with related parties) |
101,833
|
106,024
|
| Finance lease liability (includes $25,027 and $26,260 with related parties) |
$ 25,836
|
$ 30,678
|
| Preferred stock, par value (in usd per share) |
$ 0.0001
|
$ 0.0001
|
| Preferred stock, shares authorized |
100,000,000
|
100,000,000
|
| Preferred stock, shares issued |
0
|
0
|
| Preferred stock, shares outstanding |
0
|
0
|
| Related Party |
|
|
| Operating lease right-of-use asset (includes $93,856 and $97,596 with related parties) |
$ 93,856
|
$ 97,596
|
| Finance lease right-of-use asset, net (includes $23,253 and $24,802 with related parties) |
23,253
|
24,802
|
| Operating lease liability (includes $100,566 and $104,495 with related parties) |
100,566
|
104,495
|
| Finance lease liability (includes $25,027 and $26,260 with related parties) |
$ 25,027
|
$ 26,260
|
| Common Class A |
|
|
| Common stock, par value (in usd per share) |
$ 0.0001
|
$ 0.0001
|
| Common stock, shares authorized |
4,000,000,000
|
4,000,000,000
|
| Common stock, shares, issued |
113,150,968
|
93,654,269
|
| Common stock, shares, outstanding |
113,150,968
|
93,654,269
|
| Common Class B |
|
|
| Common stock, par value (in usd per share) |
$ 0.0001
|
$ 0.0001
|
| Common stock, shares authorized |
1,700,000,000
|
1,700,000,000
|
| Common stock, shares, issued |
0
|
0
|
| Common stock, shares, outstanding |
0
|
0
|
| Common Class C |
|
|
| Common stock, par value (in usd per share) |
$ 0.0001
|
$ 0.0001
|
| Common stock, shares authorized |
1,700,000,000
|
1,700,000,000
|
| Common stock, shares, issued |
0
|
0
|
| Common stock, shares, outstanding |
0
|
0
|
| Common Class D |
|
|
| Common stock, par value (in usd per share) |
$ 0.0001
|
$ 0.0001
|
| Common stock, shares authorized |
1,700,000,000
|
1,700,000,000
|
| Common stock, shares, issued |
1,485,027,775
|
1,502,069,787
|
| Common stock, shares, outstanding |
1,485,027,775
|
1,502,069,787
|
| X |
- DefinitionFace amount or stated value per share of common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-SubTopic 10
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-Section S99
-Paragraph 1
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands |
3 Months Ended |
9 Months Ended |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
| Revenue |
|
|
|
|
| Loan production income |
$ 465,548
|
$ 288,930
|
$ 1,121,611
|
$ 775,111
|
| Loan servicing income |
134,753
|
200,428
|
463,365
|
612,205
|
| Change in fair value of mortgage servicing rights |
(446,100)
|
92,909
|
(604,148)
|
(219,730)
|
| Gain on other interest rate derivatives |
226,936
|
0
|
254,102
|
0
|
| Interest income |
145,297
|
94,849
|
368,554
|
258,324
|
| Total revenue, net |
526,434
|
677,116
|
1,603,484
|
1,425,910
|
| Expenses |
|
|
|
|
| Salaries, commissions and benefits |
181,453
|
135,333
|
496,005
|
387,716
|
| Direct loan production costs |
58,398
|
36,184
|
135,319
|
76,285
|
| Marketing, travel, and entertainment |
22,462
|
20,117
|
66,011
|
58,915
|
| Depreciation and amortization |
11,636
|
11,563
|
34,380
|
34,674
|
| General and administrative |
53,664
|
44,904
|
149,524
|
132,214
|
| Servicing costs |
25,009
|
33,640
|
81,120
|
102,160
|
| Interest expense |
141,102
|
93,724
|
348,421
|
239,445
|
| Other expense (income) |
421
|
(76)
|
(921)
|
2,386
|
| Total expenses |
494,145
|
375,389
|
1,309,859
|
1,033,795
|
| Earnings before income taxes |
32,289
|
301,727
|
293,625
|
392,115
|
| Provision for income taxes |
344
|
734
|
4,863
|
941
|
| Net income |
31,945
|
300,993
|
288,762
|
391,174
|
| Net income attributable to non-controlling interest |
38,240
|
282,762
|
283,277
|
377,326
|
| Net income (loss) attributable to UWM Holdings Corporation |
$ (6,295)
|
$ 18,231
|
$ 5,485
|
$ 13,848
|
| Earnings (loss) per share of Class A common stock (see Note 17): |
|
|
|
|
| Basic (in usd per share) |
$ (0.06)
|
$ 0.20
|
$ 0.06
|
$ 0.15
|
| Diluted (in usd per share) |
$ (0.06)
|
$ 0.15
|
$ 0.06
|
$ 0.15
|
| Weighted average shares outstanding: |
|
|
|
|
| Basic (in shares) |
99,801,301
|
93,290,736
|
96,530,282
|
93,107,576
|
| Diluted (in shares) |
99,801,301
|
1,596,624,780
|
96,530,282
|
93,107,576
|
| X |
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-Topic 860
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v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($)
$ in Thousands |
Total |
Cumulative Effect, Remeasurement Due to Change in Parent Ownership and Other |
Common Class A |
Common Class D |
Common Stock
Common Class A
|
Common Stock
Common Class A
Cumulative Effect, Remeasurement Due to Change in Parent Ownership and Other
|
Common Stock
Common Class D
|
Common Stock
Common Class D
Cumulative Effect, Remeasurement Due to Change in Parent Ownership and Other
|
Additional Paid-in Capital |
Retained Earnings |
Retained Earnings
Cumulative Effect, Remeasurement Due to Change in Parent Ownership and Other
|
Non-controlling Interest |
Non-controlling Interest
Cumulative Effect, Remeasurement Due to Change in Parent Ownership and Other
|
| Balance at beginning of period (in shares) at Dec. 31, 2022 |
|
|
|
|
92,575,974
|
|
1,502,069,787
|
|
|
|
|
|
|
| Balance at beginning of period at Dec. 31, 2022 |
$ 3,171,693
|
|
|
|
$ 9
|
|
$ 150
|
|
$ 903
|
$ 142,500
|
|
$ 3,028,131
|
|
| Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
(138,613)
|
|
|
|
|
|
|
|
|
(11,941)
|
|
(126,672)
|
|
| Class A common stock dividends |
(9,310)
|
|
|
|
|
|
|
|
|
(9,310)
|
|
|
|
| Member distributions to SFS Corp. |
(150,207)
|
|
|
|
|
|
|
|
|
|
|
(150,207)
|
|
| Stock-based compensation expense (in shares) |
|
|
|
|
525,997
|
|
|
|
|
|
|
|
|
| Stock-based compensation expense |
2,286
|
|
|
|
|
|
|
|
133
|
|
|
2,153
|
|
| Re-measurement of non-controlling interest due to change in parent ownership and other |
|
$ (1,307)
|
|
|
|
|
|
|
|
|
$ 887
|
|
$ (2,194)
|
| Balance at end of period (in shares) at Mar. 31, 2023 |
|
|
|
|
93,101,971
|
|
1,502,069,787
|
|
|
|
|
|
|
| Balance at end of period at Mar. 31, 2023 |
2,874,542
|
|
|
|
$ 9
|
|
$ 150
|
|
1,036
|
122,136
|
|
2,751,211
|
|
| Balance at beginning of period (in shares) at Dec. 31, 2022 |
|
|
|
|
92,575,974
|
|
1,502,069,787
|
|
|
|
|
|
|
| Balance at beginning of period at Dec. 31, 2022 |
3,171,693
|
|
|
|
$ 9
|
|
$ 150
|
|
903
|
142,500
|
|
3,028,131
|
|
| Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
391,174
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at end of period (in shares) at Sep. 30, 2023 |
|
|
|
|
93,654,269
|
|
1,502,069,787
|
|
|
|
|
|
|
| Balance at end of period at Sep. 30, 2023 |
3,092,111
|
|
|
|
$ 10
|
|
$ 150
|
|
1,484
|
130,233
|
|
2,960,234
|
|
| Balance at beginning of period (in shares) at Mar. 31, 2023 |
|
|
|
|
93,101,971
|
|
1,502,069,787
|
|
|
|
|
|
|
| Balance at beginning of period at Mar. 31, 2023 |
2,874,542
|
|
|
|
$ 9
|
|
$ 150
|
|
1,036
|
122,136
|
|
2,751,211
|
|
| Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
228,794
|
|
|
|
|
|
|
|
|
7,558
|
|
221,236
|
|
| Class A common stock dividends |
(9,310)
|
|
|
|
|
|
|
|
|
(9,310)
|
|
|
|
| Member distributions to SFS Corp. |
(150,207)
|
|
|
|
|
|
|
|
|
|
|
(150,207)
|
|
| Stock-based compensation expense (in shares) |
|
|
|
|
12,907
|
|
|
|
|
|
|
|
|
| Stock-based compensation expense |
3,303
|
|
|
|
|
|
|
|
231
|
|
|
3,072
|
|
| Re-measurement of non-controlling interest due to change in parent ownership and other |
|
0
|
|
|
|
|
|
|
|
|
(5)
|
|
5
|
| Balance at end of period (in shares) at Jun. 30, 2023 |
|
|
|
|
93,114,878
|
|
1,502,069,787
|
|
|
|
|
|
|
| Balance at end of period at Jun. 30, 2023 |
2,947,122
|
|
|
|
$ 9
|
|
$ 150
|
|
1,267
|
120,379
|
|
2,825,317
|
|
| Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
300,993
|
|
|
|
|
|
|
|
|
18,231
|
|
282,762
|
|
| Class A common stock dividends |
(9,365)
|
|
|
|
|
|
|
|
|
(9,365)
|
|
|
|
| Member distributions to SFS Corp. |
(150,207)
|
|
|
|
|
|
|
|
|
|
|
(150,207)
|
|
| Stock-based compensation expense (in shares) |
|
|
|
|
539,391
|
|
|
|
|
|
|
|
|
| Stock-based compensation expense |
3,568
|
|
|
|
$ 1
|
|
|
|
217
|
|
|
3,350
|
|
| Re-measurement of non-controlling interest due to change in parent ownership and other |
|
0
|
|
|
|
|
|
|
|
|
988
|
|
(988)
|
| Balance at end of period (in shares) at Sep. 30, 2023 |
|
|
|
|
93,654,269
|
|
1,502,069,787
|
|
|
|
|
|
|
| Balance at end of period at Sep. 30, 2023 |
3,092,111
|
|
|
|
$ 10
|
|
$ 150
|
|
1,484
|
130,233
|
|
2,960,234
|
|
| Balance at beginning of period (in shares) at Dec. 31, 2023 |
|
|
93,654,269
|
1,502,069,787
|
93,654,269
|
|
1,502,069,787
|
|
|
|
|
|
|
| Balance at beginning of period at Dec. 31, 2023 |
2,474,671
|
|
|
|
$ 10
|
|
$ 150
|
|
1,702
|
110,690
|
|
2,362,119
|
|
| Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
180,531
|
|
|
|
|
|
|
|
|
8,730
|
|
171,801
|
|
| Class A common stock dividends |
(9,495)
|
|
|
|
|
|
|
|
|
(9,495)
|
|
|
|
| Member distributions to SFS Corp. |
(194,261)
|
|
|
|
|
|
|
|
|
|
|
(194,261)
|
|
| Stock-based compensation expense (in shares) |
|
|
|
|
1,291,366
|
|
|
|
|
|
|
|
|
| Stock-based compensation expense |
6,513
|
|
|
|
$ (1)
|
|
|
|
383
|
|
|
6,131
|
|
| Re-measurement of non-controlling interest due to change in parent ownership and other |
|
(901)
|
|
|
|
|
|
|
|
|
2,055
|
|
(2,956)
|
| Balance at end of period (in shares) at Mar. 31, 2024 |
|
|
|
|
94,945,635
|
|
1,502,069,787
|
|
|
|
|
|
|
| Balance at end of period at Mar. 31, 2024 |
2,457,058
|
|
|
|
$ 9
|
|
$ 150
|
|
2,085
|
111,980
|
|
2,342,834
|
|
| Balance at beginning of period (in shares) at Dec. 31, 2023 |
|
|
93,654,269
|
1,502,069,787
|
93,654,269
|
|
1,502,069,787
|
|
|
|
|
|
|
| Balance at beginning of period at Dec. 31, 2023 |
2,474,671
|
|
|
|
$ 10
|
|
$ 150
|
|
1,702
|
110,690
|
|
2,362,119
|
|
| Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
288,762
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at end of period (in shares) at Sep. 30, 2024 |
|
|
113,150,968
|
1,485,027,775
|
113,150,968
|
|
1,485,027,775
|
|
|
|
|
|
|
| Balance at end of period at Sep. 30, 2024 |
2,180,527
|
|
|
|
$ 11
|
|
$ 149
|
|
2,644
|
116,561
|
|
2,061,162
|
|
| Balance at beginning of period (in shares) at Mar. 31, 2024 |
|
|
|
|
94,945,635
|
|
1,502,069,787
|
|
|
|
|
|
|
| Balance at beginning of period at Mar. 31, 2024 |
2,457,058
|
|
|
|
$ 9
|
|
$ 150
|
|
2,085
|
111,980
|
|
2,342,834
|
|
| Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
76,286
|
|
|
|
|
|
|
|
|
3,050
|
|
73,236
|
|
| Class A common stock dividends |
(9,559)
|
|
|
|
|
|
|
|
|
(9,559)
|
|
|
|
| Member distributions to SFS Corp. |
(198,464)
|
|
|
|
|
|
|
|
|
|
|
(198,464)
|
|
| Stock-based compensation expense (in shares) |
|
|
|
|
642,171
|
|
|
|
|
|
|
|
|
| Stock-based compensation expense |
3,691
|
|
|
|
$ 1
|
|
|
|
220
|
|
|
3,470
|
|
| Re-measurement of non-controlling interest due to change in parent ownership and other |
|
0
|
|
|
|
|
|
|
|
|
5,550
|
|
(5,550)
|
| Balance at end of period (in shares) at Jun. 30, 2024 |
|
|
|
|
95,587,806
|
|
1,502,069,787
|
|
|
|
|
|
|
| Balance at end of period at Jun. 30, 2024 |
2,329,012
|
|
|
|
$ 10
|
|
$ 150
|
|
2,305
|
111,021
|
|
2,215,526
|
|
| Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
31,945
|
|
|
|
|
|
|
|
|
(6,295)
|
|
38,240
|
|
| Class A common stock dividends |
(11,315)
|
|
|
|
|
|
|
|
|
(11,315)
|
|
|
|
| Member distributions to SFS Corp. |
(171,090)
|
|
|
|
|
|
|
|
|
|
|
(171,090)
|
|
| Stock-based compensation expense (in shares) |
|
|
|
|
521,150
|
|
|
|
|
|
|
|
|
| Stock-based compensation expense |
5,524
|
|
|
|
|
|
|
|
339
|
|
|
5,185
|
|
| Re-measurement of non-controlling interest due to change in parent ownership and other (in shares) |
|
|
|
|
|
17,042,012
|
|
(17,042,012)
|
|
|
|
|
|
| Re-measurement of non-controlling interest due to change in parent ownership and other |
|
$ (3,549)
|
|
|
|
$ 1
|
|
$ (1)
|
|
|
$ 23,150
|
|
$ (26,699)
|
| Balance at end of period (in shares) at Sep. 30, 2024 |
|
|
113,150,968
|
1,485,027,775
|
113,150,968
|
|
1,485,027,775
|
|
|
|
|
|
|
| Balance at end of period at Sep. 30, 2024 |
$ 2,180,527
|
|
|
|
$ 11
|
|
$ 149
|
|
$ 2,644
|
$ 116,561
|
|
$ 2,061,162
|
|
| X |
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-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 718
-SubTopic 20
-Section 55
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481089/718-20-55-13
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 718
-SubTopic 20
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481089/718-20-55-12
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(16)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
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| X |
- DefinitionAmount of paid and unpaid common stock dividends declared with the form of settlement in cash, stock and payment-in-kind (PIK). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-SubTopic 405
-Topic 942
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477787/942-405-45-2
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-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
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-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 23
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481231/810-10-45-23
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
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v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands |
9 Months Ended |
Sep. 30, 2024 |
Sep. 30, 2023 |
| CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
| Net income |
$ 288,762
|
$ 391,174
|
| Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
| Reserve for representations and warranties |
40,185
|
39,811
|
| Capitalization of mortgage servicing rights |
(1,980,550)
|
(1,803,648)
|
| Change in fair value of mortgage servicing rights |
604,148
|
219,730
|
| Depreciation & amortization |
36,615
|
37,622
|
| Stock-based compensation expense |
15,581
|
9,871
|
| (Increase) decrease in fair value of investment securities |
(4,530)
|
2,956
|
| Increase in fair value of warrants liability |
3,405
|
1,252
|
| (Increase) decrease in: |
|
|
| Mortgage loans at fair value |
(4,691,799)
|
1,574,921
|
| Derivative assets |
(33,958)
|
(9,922)
|
| Other assets |
(65,650)
|
24,573
|
| Increase (decrease) in: |
|
|
| Derivative liabilities |
52,818
|
(10,866)
|
| Other liabilities |
36,736
|
17,039
|
| Net cash (used in) provided by operating activities |
(5,698,237)
|
494,513
|
| CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
| Purchases of premises and equipment |
(31,162)
|
(19,617)
|
| Net proceeds from sale of mortgage servicing rights |
2,607,316
|
1,669,216
|
| Proceeds from principal payments on investment securities |
5,917
|
5,807
|
| Margin calls on borrowings against investment securities |
(795)
|
(3,080)
|
| Net cash provided by investing activities |
2,581,276
|
1,652,326
|
| CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
| Net borrowings (repayments) under warehouse lines of credit |
4,305,656
|
(1,377,093)
|
| Repayments of finance lease liabilities |
(4,842)
|
(10,213)
|
| Repayments under equipment notes payable |
0
|
(991)
|
| Borrowings under secured lines of credit |
500,000
|
750,000
|
| Repayments under secured lines of credit |
(950,000)
|
(1,000,000)
|
| Borrowings against investment securities |
279,132
|
97,328
|
| Repayments of borrowings against investment securities |
(279,284)
|
(101,345)
|
| Dividends paid to Class A common stockholders |
(28,419)
|
(27,879)
|
| Member distributions paid to SFS Corp. |
(565,524)
|
(450,621)
|
| Other financing activities |
(899)
|
(1,307)
|
| Net cash provided by (used in) financing activities |
3,255,820
|
(2,122,121)
|
| INCREASE IN CASH AND CASH EQUIVALENTS |
138,859
|
24,718
|
| CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD |
497,468
|
704,898
|
| CASH AND CASH EQUIVALENTS, END OF THE PERIOD |
636,327
|
729,616
|
| SUPPLEMENTAL INFORMATION |
|
|
| Cash paid for interest |
300,395
|
233,245
|
| Cash paid (received) for taxes |
$ 2,966
|
$ (124)
|
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v3.24.3
Organization, Basis of Presentation and Summary of Significant Accounting Policies
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
| Organization, Basis of Presentation and Summary of Significant Accounting Policies |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization UWM Holdings Corporation, through its consolidated subsidiaries (collectively, the “Company”), engages in the origination, sale and servicing of residential mortgage loans. The Company is organized in Delaware but is based in Michigan, and originates and services loans throughout the U.S. The Company is approved as a Title II, non-supervised direct endorsement mortgagee with the U.S. Department of Housing and Urban Development (or “HUD”). In addition, the Company is an approved issuer with the Government National Mortgage Association (or “Ginnie Mae”), as well as an approved seller and servicer with the Federal National Mortgage Association (or “Fannie Mae”) and the Federal Home Loan Mortgage Corporation (or “Freddie Mac”). The Company (f/k/a Gores Holdings IV, Inc.) was incorporated in Delaware on June 12, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On September 22, 2020, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, SFS Holding Corp., a Michigan corporation (“SFS Corp.”), United Wholesale Mortgage, LLC, a Michigan limited liability company (“UWM”), and UWM Holdings, LLC, a newly formed Delaware limited liability company (“Holdings LLC” and, together with UWM, the “UWM Entities”). The business combination with the UWM Entities closed on January 21, 2021. Prior to the closing of the business combination with the UWM Entities, SFS Corp. was the sole member of UWM, which had one unit authorized, issued and outstanding. On January 21, 2021, SFS Corp. contributed its equity interest in UWM to Holdings LLC and adopted the Amended and Restated Operating Agreement to admit Holdings LLC as UWM's sole member and its manager. Upon completion of the business combination transaction, (i) Holdings LLC issued approximately 6% of its units (Class A Common Units) to the Company, (ii) SFS Corp. retained approximately 94% of the units (Class B Common Units) in Holdings LLC and accordingly retained approximately 94% of the economic ownership interest of the combined company and (iii) Holdings LLC became a consolidated subsidiary of the Company, as the Company is the sole managing member of Holdings LLC. The economic interest in Holdings LLC owned by SFS Corp. is presented as a non-controlling interest in these condensed consolidated financial statements. See Note 11 - Non-Controlling Interests for further information. Following the consummation of the transactions contemplated by the Business Combination Agreement, the Company is organized in an “Up-C” structure in which UWM (the operating subsidiary) is held directly by Holdings LLC, and the Company’s only material direct asset consists of Class A Common Units in Holdings LLC. The Company’s current capital structure authorizes Class A common stock, Class B common stock, Class C common stock and Class D common stock. The Class A common stock and Class C common stock each provide holders with one vote on all matters submitted to a vote of stockholders, and the Class B common stock and Class D common stock each provide holders with 10 votes on all matters submitted to a vote of stockholders. The holders of Class C common stock and Class D common stock do not have any of the economic rights (including rights to dividends and distributions upon liquidation) provided to holders of Class A common stock and Class B common stock. Each Holdings LLC Class B Common Unit, along with its stapled share of Class D common stock (each a, “Paired Interest"), held by SFS Corp. may be exchanged at any time by SFS Corp. into, at the option of the Company, either, (a) cash or (b) one share of the Company’s Class B common stock (an "Exchange Transaction"). Each share of Class B common stock is convertible into one share of Class A common stock upon the transfer or assignment of such share from SFS Corp. to a non-affiliated third-party. See Note 11 - Non-Controlling Interests for further information. Pursuant to the Business Combination Agreement, SFS Corp. is entitled to receive earn-out shares, in the form of Paired Interests, to the extent that the volume weighted average per share price of the Company's Class A common stock over any 10 trading days within any 30 trading day period is greater than or equal to $13.00, $15.00, $17.00 and $19.00 per share. Upon achievement of each stock price target, SFS Corp. will be entitled to receive 22,690,421 Paired Interests. The Company accounts for the potential earn-out shares as a component of stockholders’ equity in accordance with the applicable guidance in U.S. GAAP. See Note 17 - Earnings Per Share for further information. Upon completion of the business combination transaction, the directors and officers of Gores Holdings IV, Inc. (the “Gores Directors and Officers”) resigned, the Company appointed new directors to its Board, and certain officers of UWM became officers of the Company. Pursuant to the Business Combination Agreement, the Company has potential indemnification obligations to the Gores Directors and Officers for costs or losses incurred prior to or after the closing of the business combination transaction that arose by reason of the fact that he or she is or was a director or officer of Gores Holdings IV, Inc. The Gores Directors and Officers were named as defendants in class action suits in Delaware Chancery Court in which it is alleged that they breached their fiduciary duties to shareholders of Gores Holdings, IV. Pursuant to its obligations under the Business Combination Agreement, to the extent that it is determined that the Gores Directors and Officers are entitled to indemnification, the Company is obligated to indemnify them in connection with these lawsuits. During the second quarter of 2024, the parties tentatively agreed to settle this litigation, subject to negotiation of a final settlement agreement and court approval. A significant portion of the Company's expected indemnification obligations for the settlement is covered by insurance, and the remainder is not expected to be material to the Company. Basis of Presentation and Consolidation The condensed consolidated financial statements are unaudited and presented in U.S. dollars. They have been prepared in accordance with U.S. GAAP pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In our opinion, these condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair presentation of our results of operations, financial position and cash flows for the periods presented. However, our results of operations for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Loans Eligible for Repurchase from Ginnie Mae For certain loans sold to Ginnie Mae, the Company as the servicer has the unilateral right to repurchase any individual loan in a Ginnie Mae pool if that loan meets defined criteria (generally loans that are more than 90 days past due). When the Company has the unilateral right to repurchase the delinquent loans, the previously sold assets are required to be re-recognized on the condensed consolidated balance sheets as assets and corresponding liabilities at the loan's unpaid principal balance, regardless of the Company’s intent to exercise its option to repurchase. The recognition of previously sold loans does not impact the accounting for the previously recognized mortgage servicing rights (or "MSRs"). Income Taxes The Company accounts for income taxes during interim periods by applying an estimated annual effective tax rate to year-to-date earnings (loss) before income taxes to compute the year-to-date tax expense (or benefit). At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year, adjusted for discrete items, if any, that arise during the period. In any period in which the Company acquires additional units of Holdings LLC by means of an Exchange Transaction, the Company records the related income tax effects as an adjustment to equity. See Note 15 – Income Taxes for further information. Tax Receivable Agreement The Company has entered into a Tax Receivable Agreement ("TRA") with SFS Corp. that obligates the Company to make payments to SFS Corp. of 85% of the amount of cash savings, if any, in federal, state and local income tax that the Company actually realizes as a result of (i) certain increases in tax basis resulting from Exchange Transactions; (ii) imputed interest deemed to be paid by the Company as a result of payments it makes under the TRA; (iii) certain increases in tax basis resulting from payments the Company makes under the TRA; and (iv) disproportionate allocations (if any) of tax benefits to the Company which arise from, among other things, the sale of certain assets as a result of taxable income allocation rules in the United States. The Company will retain the benefit of the remaining 15% of these tax savings. The Company accounts for liabilities arising from the TRA as a loss contingency recorded within "Accounts payable, accrued expenses and other." Changes in the liability, other than those due to Exchange Transactions, are measured and recorded when estimated amounts due under the TRA are probable and can be reasonably estimated, and reported as part of "Other expense/(income)" in the condensed consolidated statements of operations. In any period in which the Company acquires additional units of Holdings LLC by means of an Exchange Transaction, the Company records the related adjustment to the TRA liability as an adjustment to equity. See Note 9 - Accounts Payable, Accrued Expenses and Other for further information. Related Party Transactions The Company enters into various transactions with related parties. See Note 14 – Related Party Transactions for further information. Public and Private Warrants As part of Gores Holdings IV, Inc.'s initial public offering ("IPO") in January 2020, Gores Holdings IV, Inc. issued to third party investors 42.5 million units, consisting of one share of Class A common stock of Gores Holdings IV, Inc. and one-fourth of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, Gores Holdings IV, Inc. completed the private sale of 5.25 million warrants to Gores Holdings IV, Inc.'s sponsor at a purchase price of $2.00 per warrant (the “Private Warrants”). Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. Upon the closing of the business combination transaction, the Company had 10,624,987 Public Warrants and 5,250,000 Private Warrants outstanding. The Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants were not transferable, assignable or salable until after the completion of the business combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the relevant terms of the warrants under applicable U.S. GAAP and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Public and Private Warrants meet the definition of derivatives, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the business combination transaction and subsequently measures the warrants at fair value (recorded within "Accounts payable, accrued expenses and other"), with the change in their respective fair values recognized in the condensed consolidated statement of operations (recorded within "Other expense/(income)"). Stock-Based Compensation Effective upon the closing of the business combination transaction, the Company adopted the UWM Holdings Corporation 2020 Omnibus Incentive Plan (the “2020 Plan”) which was approved by stockholders on January 20, 2021. The 2020 Plan allows for the grant of stock options, restricted stock, restricted stock units (“RSUs”), and stock appreciation rights. Pursuant to the 2020 Plan, the Company reserved a total of 80,000,000 shares of common stock for issuance of stock-based compensation awards, and 56,827,376 shares remained available for issuance under the 2020 Plan as of September 30, 2024. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period based on the fair value of the award on the date of grant and is included in "Salaries, commissions and benefits" on the condensed consolidated statements of operations. The Company made a policy election to recognize the effects of forfeitures as they occur. See Note 16 – Stock-based Compensation for further information. Recently Adopted Accounting Standards In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-1, Leases (Topic 842): Common Control Arrangements, which amends certain provisions of ASU 2016-2, Leases (Topic 842). This guidance requires all lessees in a lease with a lessor under common control to amortize leasehold improvements over the useful life of the common control group and provides new guidance for recognizing a transfer of assets between entities under common control as an adjustment to equity when the lessee no longer controls the use of the underlying asset. There was no impact on the Company's condensed consolidated financial statements from adopting this standard effective the fiscal year beginning January 1, 2024.
Accounting Standards Issued but Not Yet Effective In November 2023, the FASB issued ASU 2023-7, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires enhanced disclosure of significant segment expenses on an annual and interim basis. The ASU is effective on a retrospective basis for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024. The Company will adopt ASU 2023-7 beginning with its fiscal year ended December 31, 2024. In December 2023, the FASB issued ASU 2023-9, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, and early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company will include the required disclosures in its condensed consolidated financial statements once adopted.
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v3.24.3
Mortgage Loans at Fair Value
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9 Months Ended |
Sep. 30, 2024 |
|---|
| Receivables [Abstract] |
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| Mortgage Loans at Fair Value |
MORTGAGE LOANS AT FAIR VALUE The table below includes the estimated fair value and unpaid principal balance (“UPB”) of mortgage loans that have contractual principal amounts and for which the Company has elected the fair value option. The fair value option has been elected for mortgage loans, as this accounting treatment best reflects the economic consequences of the Company’s mortgage origination and related hedging and risk management activities. The difference between the UPB and estimated fair value is made up of the premiums paid on mortgage loans, as well as the fair value adjustment as of the balance sheet date. The change in fair value adjustment is recorded in the “Loan production income” line item of the condensed consolidated statements of operations. | | | | | | | | | | | | | (In thousands) | September 30,
2024 | | December 31,
2023 | | Mortgage loans, unpaid principal balance | $ | 9,945,707 | | | $ | 5,380,119 | | | Premiums paid on mortgage loans | 117,241 | | | 55,112 | | | Fair value adjustment | 78,735 | | | 14,653 | | | Mortgage loans at fair value | $ | 10,141,683 | | | $ | 5,449,884 | |
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v3.24.3
Derivatives
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Derivative Instruments and Hedging Activities Disclosure [Abstract] |
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| Derivatives |
DERIVATIVES The Company enters into interest rate lock commitments (“IRLCs”) to originate residential mortgage loans at specified interest rates and terms within a specified period of time with customers who have applied for a loan and may meet certain credit and underwriting criteria. To determine the fair value of the IRLCs, each contract is evaluated based upon its stage in the application, approval and origination process for its likelihood of consummating the transaction (or “pullthrough”). Pullthrough is estimated based on changes in market conditions, loan stage, and actual borrower behavior using a historical analysis of IRLC closing rates. Generally, the further into the process the more likely that the IRLC will convert to a loan. The blended average pullthrough rate was 78% and 76% as of September 30, 2024 and December 31, 2023, respectively. The Company primarily uses forward loan sale commitments (“FLSCs”) to economically hedge its pipeline of IRLCs and mortgage loans at fair value. During the second quarter of 2024, the Company entered into interest rate swap futures as part of its overall interest rate mitigation strategy. These other derivative financial instruments are measured at estimated fair value with changes in fair value recorded in the condensed consolidated statements of operations within "Gain on other interest rate derivatives." The notional amounts and fair values of derivative financial instruments not designated as hedging instruments were as follows (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | September 30, 2024 | | December 31, 2023 | | | Fair value | | | | Fair value | | | | | | Derivative
assets | | Derivative
liabilities | | Notional
Amount | | Derivative
assets | | Derivative
liabilities | | Notional
Amount | | | IRLCs | $ | 23,151 | | | $ | 23,319 | | | $ | 13,583,573 | | (a) | $ | 29,623 | | | $ | 2,933 | | | $ | 6,264,727 | | (a) | | FLSCs | 43,826 | | | 4,952 | | | 17,259,672 | | | 3,396 | | | 37,848 | | | 10,469,975 | | | Interest rate swap futures | — | | | 65,328 | | | 8,420,000 | | | — | | | — | | | — | | | | Total | $ | 66,977 | | | $ | 93,599 | | | | | $ | 33,019 | | | $ | 40,781 | | | | |
(a)Notional amounts have been adjusted for pullthrough rates of 78% and 76% as of September 30, 2024 and December 31, 2023, respectively.
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-Section 50
-Paragraph 5
-Subparagraph (f)
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-Section 50
-Paragraph 5C
-Subparagraph (b)
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v3.24.3
Accounts Receivable, Net
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Receivables [Abstract] |
|
| Accounts Receivable, Net |
ACCOUNTS RECEIVABLE, NET The following summarizes accounts receivable, net (in thousands): | | | | | | | | | | | | | | September 30,
2024 | | December 31,
2023 | Margin deposits | $ | 208,323 | | | $ | 97,109 | | | Servicing fees | 133,472 | | | 164,629 | | | Servicing advances | 89,687 | | | 177,021 | | | Receivables from sales of servicing | 63,756 | | | 48,936 | | | Origination receivables | 61,084 | | | 26,426 | | | Derivative settlements receivable | 8,761 | | | 1,794 | | | Other receivables | 532 | | | 753 | | | Provision for current expected credit losses | (3,714) | | | (4,598) | | | Total accounts receivable, net | $ | 561,901 | | | $ | 512,070 | |
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- DefinitionThe entire disclosure for claims held for amounts due to entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 310
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-Name Accounting Standards Codification
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v3.24.3
Mortgage Servicing Rights
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Transfers and Servicing [Abstract] |
|
| Mortgage Servicing Rights |
MORTGAGE SERVICING RIGHTS Mortgage servicing rights are recognized on the condensed consolidated balance sheets when loans are sold and the associated servicing rights are retained. The Company's MSRs are measured at fair value, which is determined using a valuation model that calculates the present value of estimated future net servicing cash flows. The model includes estimates of prepayment speeds, discount rate, cost to service, float earnings, contractual servicing fee income, and ancillary income and late fees, among others. These estimates are supported by market and economic data collected from various external sources. The unpaid principal balance of mortgage loans serviced for others approximated $212.2 billion and $299.5 billion at September 30, 2024 and December 31, 2023, respectively. Conforming conventional loans serviced by the Company have previously been sold to Fannie Mae and Freddie Mac on a non-recourse basis, whereby credit losses are generally the responsibility of Fannie Mae and Freddie Mac, and not the Company. Loans serviced for Ginnie Mae are insured by the FHA, guaranteed by the VA, or insured by other applicable government programs. While the above guarantees and insurance are the responsibility of those parties, the Company is still subject to potential losses related to its servicing of these loans. Those estimated losses are incorporated into the valuation of MSRs. The following table summarizes changes in the MSR assets for the three and nine months ended September 30, 2024 and 2023 (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | For the three months ended September 30, | | For the nine months ended September 30, | | 2024 | | 2023 | | 2024 | | 2023 | | | | Fair value, beginning of period | $ | 2,650,090 | | | $ | 4,224,207 | | | $ | 4,026,136 | | | $ | 4,453,261 | | | | | Capitalization of MSRs | 761,928 | | | 637,280 | | | 1,980,550 | | | 1,803,648 | | | | MSR and excess servicing sales | (186,633) | | | (617,474) | | | (2,667,665) | | | (1,721,827) | | | | | Changes in fair value: | | | | | | | | | | Due to changes in valuation inputs or assumptions | (263,893) | | | 236,044 | | | (161,056) | | | 177,655 | | | | | Due to collection/realization of cash flows/other | (161,438) | | | (127,838) | | | (377,911) | | | (360,518) | | | | | | | | | | | | | | | Fair value, end of period | $ | 2,800,054 | | | $ | 4,352,219 | | | $ | 2,800,054 | | | $ | 4,352,219 | | | |
The following is a summary of the components of the total change in fair value of MSRs as reported in the condensed consolidated statements of operations (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | For the three months ended September 30, | | For the nine months ended September 30, | | 2024 | | 2023 | | 2024 | | 2023 | | | | Changes in fair value: | | | | | | | | | | | Due to changes in valuation inputs and assumptions | $ | (263,893) | | | $ | 236,044 | | | $ | (161,056) | | | $ | 177,655 | | | | | Due to collection/realization of cash flows and other | (161,438) | | | (127,838) | | | (377,911) | | | (360,518) | | | | | | | | | | | | | | | Net reserves and transaction costs on sales of servicing rights | (20,769) | | | (15,297) | | | (65,181) | | | (36,867) | | | | | Changes in fair value of mortgage servicing rights | $ | (446,100) | | | $ | 92,909 | | | $ | (604,148) | | | $ | (219,730) | | | |
During the three months ended September 30, 2024 and 2023, the Company sold MSRs on loans with an aggregate UPB of approximately $7.4 billion and $37.5 billion, respectively, for proceeds of approximately $68.4 million and $496.3 million, respectively. In addition, during the three months ended September 30, 2024 and 2023, the Company sold excess servicing cash flows on certain agency loans with a total UPB of approximately $15.4 billion and $14.7 billion, respectively, for proceeds of approximately $118.4 million and $123.2 million, respectively. In connection with these sales, the Company recorded $20.8 million and $15.3 million, respectively, for its estimated obligation for protection provisions granted to the buyers and transaction costs, which is reflected as part of the change in fair value of MSRs in the condensed consolidated statements of operations. During the nine months ended September 30, 2024 and 2023, the Company sold MSRs on loans with an aggregate UPB of approximately $160.9 billion and $99.2 billion, respectively, for proceeds of approximately $2.3 billion and $1.3 billion, respectively. In addition, during the nine months ended September 30, 2024 and 2023, the Company sold excess servicing cash flows on certain agency loans with a total UPB of approximately $42.7 billion and $78.1 billion, respectively, for proceeds of approximately $333.8 million and $428.7 million, respectively. In connection with these sales, the Company recorded $65.2 million and $36.9 million, respectively, for its estimated obligation for protection provisions granted to the buyers and transaction costs, which is reflected as part of the change in fair value of MSRs in the condensed consolidated statements of operations. The following table summarizes the loan servicing income recognized during the three and nine months ended September 30, 2024 and 2023, respectively (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | For the three months ended September 30, | | For the nine months ended September 30, | | 2024 | | 2023 | | 2024 | | 2023 | | | | Contractual servicing fees | $ | 131,614 | | | $ | 196,509 | | | $ | 451,399 | | | $ | 600,960 | | | | | Late, ancillary and other fees | 3,139 | | | 3,919 | | | 11,966 | | | 11,245 | | | | | Loan servicing income | $ | 134,753 | | | $ | 200,428 | | | $ | 463,365 | | | $ | 612,205 | | | |
The key unobservable inputs used in determining the fair value of the Company’s MSRs were as follows at September 30, 2024 and December 31, 2023, respectively: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | September 30,
2024 | | December 31,
2023 | | Range | | Weighted Average | | Range | | Weighted Average | | Discount rates | 9.5 | % | — | 16.0 | % | | 11.0 | % | | 10.0 | % | — | 16.0 | % | | 11.1 | % | | Annual prepayment speeds | 4.5 | % | — | 23.3 | % | | 9.8 | % | | 5.3 | % | — | 21.9 | % | | 9.6 | % | | Cost of servicing | $74 | | — | $119 | | | $83 | | | $74 | | — | $111 | | | $84 | |
The hypothetical effect of adverse changes in these key assumptions would result in a decrease in fair values as follows at September 30, 2024 and December 31, 2023, respectively, (in thousands): | | | | | | | | | | | | | | September 30,
2024 | | December 31,
2023 | | Discount rate: | | | | | + 10% adverse change – effect on value | $ | (113,254) | | | $ | (140,727) | | | + 20% adverse change – effect on value | (217,288) | | | (269,702) | | | Prepayment speeds: | | | | | + 10% adverse change – effect on value | $ | (105,866) | | | $ | (124,651) | | | + 20% adverse change – effect on value | (203,720) | | | (240,082) | | | Cost of servicing: | | | | | + 10% adverse change – effect on value | $ | (26,082) | | | $ | (31,869) | | | + 20% adverse change – effect on value | (52,164) | | | (63,738) | |
These sensitivities are hypothetical and should be used with caution. As the table demonstrates, the Company’s methodology for estimating the fair value of MSRs is highly sensitive to changes in assumptions. For example, actual prepayment experience may differ, and any difference may have a material effect on MSR fair value. Changes in fair value resulting from changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in the table above, the effect of a variation in a particular assumption of the fair value of the MSRs is calculated without changing any other assumption; in reality, changes in one factor may be associated with changes in another (for example, decreases in market interest rates may indicate higher prepayments; however, this may be partially offset by lower prepayments due to other factors such as a borrower’s diminished opportunity to refinance, or lower discount rates as investors may accept lower returns in a lower interest rate environment), which may magnify or counteract the sensitivities. Thus, any measurement of MSR fair value is limited by the conditions existing and assumptions made as of a particular point in time. Those assumptions may not be appropriate if they are applied to a different point in time.
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- DefinitionThe entire disclosure for a transferor's continuing involvement in financial assets that it has transferred in a securitization or asset-backed financing arrangement, the nature of any restrictions on assets reported by an entity in its statement of financial position that relate to a transferred financial asset (including the carrying amounts of such assets), how servicing assets and servicing liabilities are reported, and (for securitization or asset-backed financing arrangements accounted for as sales) when a transferor has continuing involvement with the transferred financial assets and transfers of financial assets accounted for as secured borrowings, how the transfer of financial assets affects an entity's financial position, financial performance, and cash flows. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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v3.24.3
Warehouse and Other Secured Lines of Credit
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Debt Disclosure [Abstract] |
|
| Warehouse and Other Secured Lines of Credit |
WAREHOUSE AND OTHER SECURED LINES OF CREDIT Warehouse Lines of Credit The Company had the following warehouse lines of credit with financial institutions as of September 30, 2024 and December 31, 2023, respectively, (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | Warehouse Lines of Credit 1, 5 | | Date of Initial Agreement With Warehouse Lender | | Current Agreement Expiration Date | | Total Advanced Against Line as of September 30,
2024 | | Total Advanced Against Line as of December 31,
2023 | | Master Repurchase Agreement ("MRA") Funding Limits as of September 30, 2024: | | | | | | | | | $300 Million | | 2/26/2016 | | 12/19/2024 | | $ | 276,679 | | | $ | 271,179 | | $3.0 Billion | | 12/31/2014 | | 2/19/2025 | | 2,530,592 | | | 1,252,169 | | $750 Million | | 3/7/2019 | | 2/20/2025 | | 675,758 | | | 213,556 | | $500 Million | | 4/23/2021 | | 4/23/2025 | | 449,259 | | | 103,729 | | $500 Million | | 2/29/2012 | | 5/16/2025 | | 453,645 | | | 489,117 | | $1.0 Billion | | 7/24/2020 | | 8/28/2025 | | 944,551 | | | 791,760 | | $1.0 Billion4 | | 7/10/2012 | | 9/30/2025 | | 674,412 | | | 175,604 | | $4.0 Billion | | 5/9/2019 | | 11/28/2025 | | 2,649,879 | | | 1,475,368 | | $500 Million | | 10/30/2020 | | 6/26/2026 | | 447,935 | | | 75,691 | | | | | | | | | | | | Early Funding: | | | | | | | | | | $600 Million (ASAP + - see below) | | | No expiration | | — | | | — | | | $750 Million (EF - see below) | | | | No expiration | | 105,036 | | | 53,917 | | | | | | | | | | | | $ | 9,207,746 | | | $ | 4,902,090 | | | All interest rates are variable based upon a spread to SOFR or other alternative index. |
1 An aggregate of $750.0 million of these line amounts is committed as of September 30, 2024. 2 Subsequent to September 30, 2024, the funding limit on this line was increased to $1.0 billion. 3 Subsequent to September 30, 2024, the funding limit on this line was increased to $750.0 million. 4 Subsequent to September 30, 2024, the funding limit on this line was increased to $1.5 billion, $150.0 million of which is committed, for a total of $900.0 million of committed line amounts as of October 31, 2024. 5 Interest rates under these funding facilities are based on a reference interest rate benchmark plus a spread, which ranged from 1.35% to 1.95% for substantially all of our loan production volume as of September 30, 2024. We are an approved lender for loan early funding facilities with Fannie Mae through its As Soon As Pooled Plus (“ASAP+”) program and Freddie Mac through its Early Funding (“EF”) program. As an approved lender for these early funding programs, we enter into an agreement to deliver closed and funded one-to-four family residential mortgage loans, each secured by related mortgages and deeds of trust, and receive funding in exchange for such mortgage loans in some cases before we have grouped them into pools to be securitized by Fannie Mae or Freddie Mac. All such mortgage loans must adhere to a set of eligibility criteria to be acceptable. As of September 30, 2024, no amount was outstanding through the ASAP+ program and $105.0 million was outstanding through the EF program. As of September 30, 2024, the Company had pledged mortgage loans at fair value as collateral under the above warehouse lines of credit. The above agreements also contain covenants which include certain financial requirements, including maintenance of minimum tangible net worth, minimum liquidity, maximum debt to net worth ratio, and net income, as defined in the agreements. The Company was in compliance with all of these covenants as of September 30, 2024. MSR Facilities In the third quarter of 2022, the Company's consolidated subsidiary, UWM, entered into a Loan and Security Agreement with Citibank, N.A., providing UWM with up to $1.5 billion of uncommitted borrowing capacity to finance the origination, acquisition or holding of certain mortgage servicing rights (the “MSR Facility”). The MSR Facility is collateralized by all of UWM's mortgage servicing rights that are appurtenant to mortgage loans pooled in securitization by Fannie Mae or Freddie Mac that meet certain criteria. Available borrowings under the MSR Facility are based on the fair market value of the collateral. Borrowings under the MSR Facility bear interest based on SOFR plus an applicable margin. The MSR Facility contains covenants which include certain financial requirements, including maintenance of minimum tangible net worth, minimum liquidity, maximum debt to net worth ratio, and net income as defined in the agreement. On June 27, 2024, UWM and Citibank, N.A. amended both the Loan and Security Agreement and the warehouse facility agreement between the parties. These amendments increased the combined total uncommitted borrowing capacity of the MSR Facility and the warehouse facility to $2.0 billion and extended the maturity dates to June 26, 2026. All other material terms of these agreements remained the same. As of September 30, 2024, the Company was in compliance with all applicable covenants. As of September 30, 2024 and December 31, 2023, $150.0 million and $500.0 million was outstanding under the MSR Facility, respectively. In the first quarter of 2023, the Company's consolidated subsidiary, UWM, entered into a Credit Agreement with Goldman Sachs Bank USA, providing UWM with up to $500.0 million of uncommitted borrowing capacity to finance the origination, acquisition or holding of certain mortgage servicing rights (the "GNMA MSR facility"). The GNMA MSR facility is collateralized by all of UWM's mortgage servicing rights that are appurtenant to mortgage loans pooled in securitization by Ginnie Mae that meet certain criteria. Available borrowings under the GNMA MSR facility are based on the fair market value of the collateral. Borrowings under the GNMA MSR facility bear interest based on SOFR plus an applicable margin. The GNMA MSR Facility contains covenants which include certain financial requirements, including maintenance of minimum tangible net worth, minimum liquidity, maximum debt to net worth ratio, and net income as defined in the agreement. As of September 30, 2024, the Company was in compliance with all applicable covenants. The draw period for the GNMA MSR facility ends on March 20, 2026, and the facility has a maturity date of March 20, 2027. As of September 30, 2024 and December 31, 2023, $150.0 million and $250.0 million was outstanding under the GNMA MSR facility, respectively. The weighted average interest rate charged for borrowings under our MSR facilities was 8.14% and 9.04% for the three months ended September 30, 2024 and 2023, respectively, and 8.92% and 8.71% for the nine months ended September 30, 2024 and 2023, respectively. Outstanding borrowings under the MSR facilities are reported within the "Secured lines of credit" financial statement line item on the condensed consolidated balance sheets.
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- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.4-08(c))
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-Section 50
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v3.24.3
Other Borrowings
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Debt Disclosure [Abstract] |
|
| Other Borrowings |
OTHER BORROWINGS Senior Notes The following is a summary of the senior unsecured notes issued by the Company (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | Facility Type | | Maturity Date | | Interest Rate | | Outstanding Principal at September 30, 2024 | | Outstanding Principal at December 31, 2023 | | | | | | | | 2025 Senior Unsecured Notes(1) | | 11/15/2025 | | 5.50 | % | | $ | 800,000 | | | $ | 800,000 | | 2029 Senior Unsecured Notes(2) | | 04/15/2029 | | 5.50 | % | | 700,000 | | | 700,000 | | 2027 Senior Unsecured Notes(3) | | 06/15/2027 | | 5.75 | % | | 500,000 | | | 500,000 | | | Total Senior Unsecured Notes | | | | | | $ | 2,000,000 | | | $ | 2,000,000 | | | | | | | | | | | | Weighted average interest rate | | | | | | 5.56 | % | | 5.56 | % |
(1) Unamortized debt issuance costs and discounts are presented net against the 2025 Senior Notes reducing the amount reported on the condensed consolidated balance sheets by $2.5 million and $4.1 million as of September 30, 2024 and December 31, 2023, respectively. (2) Unamortized debt issuance costs and discounts are presented net against the 2029 Senior Notes reducing the amount reported on the condensed consolidated balance sheets by $4.0 million and $4.6 million as of September 30, 2024 and December 31, 2023, respectively. (3) Unamortized debt issuance costs and discounts are presented net against the 2027 Senior Notes reducing the amount reported on the condensed consolidated balance sheets by $2.3 million and $3.0 million as of September 30, 2024 and December 31, 2023, respectively. 2025 Senior Notes On November 3, 2020, the Company's consolidated subsidiary, UWM, issued $800.0 million in aggregate principal amount of senior unsecured notes due November 15, 2025 (the “2025 Senior Notes”). The 2025 Senior Notes accrue interest at a rate of 5.500% per annum. Interest on the 2025 Senior Notes is due semi-annually on May 15 and November 15 of each year. Beginning on November 15, 2022, the Company may, at its option, redeem the 2025 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: November 15, 2022 at 102.750%; November 15, 2023 at 101.375%; or November 15, 2024 until maturity at 100%, of the principal amount of the 2025 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. 2029 Senior Notes On April 7, 2021, the Company's consolidated subsidiary, UWM, issued $700.0 million in aggregate principal amount of senior unsecured notes due April 15, 2029 (the “2029 Senior Notes”). The 2029 Senior Notes accrue interest at a rate of 5.500% per annum. Interest on the 2029 Senior Notes is due semi-annually on April 15 and October 15 of each year. Beginning on April 15, 2024, the Company may, at its option, redeem the 2029 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: April 15, 2024 at 102.750%; April 15, 2025 at 101.375%; or April 15, 2026 until maturity at 100%, of the principal amount of the 2029 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. 2027 Senior Notes On November 22, 2021, the Company's consolidated subsidiary, UWM, issued $500.0 million in aggregate principal amount of senior unsecured notes due June 15, 2027 (the "2027 Senior Notes"). The 2027 Senior Notes accrue interest at a rate of 5.750% per annum. Interest on the 2027 Senior Notes is due semi-annually on June 15 and December 15 of each year.
Beginning on June 15, 2024, the Company may, at its option, redeem the 2027 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: June 15, 2024 at 102.875%; June 15, 2025 at 101.438%; or June 15, 2026 until maturity at 100.000%, of the principal amount of the 2027 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. The indentures governing the 2025, 2029 and 2027 Senior Notes contain operating covenants and restrictions, subject to a number of exceptions and qualifications. The Company was in compliance with the terms of the indentures as of September 30, 2024. Revolving Credit Facility
On August 8, 2022, UWM entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”) between UWM, as the borrower, and SFS Corp., as the lender. The Revolving Credit Agreement provides for, among other things, a $500.0 million unsecured revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility had an initial one-year term and automatically renews for successive one-year periods unless terminated by either party. Amounts borrowed under the Revolving Credit Facility may be borrowed, repaid and reborrowed from time to time, and accrue interest at the Applicable Prime Rate (as defined in the Revolving Credit Agreement). UWM may utilize the Revolving Credit Facility in connection with: (i) operational and investment activities, including but not limited to funding and/or advances related to (a) servicing rights, (b) ‘scratch and dent’ loans, (c) margin requirements, and (d) equity in loans held for sale; and (ii) general corporate purposes.
The Revolving Credit Agreement contains certain financial and operating covenants and restrictions, subject to a number of exceptions and qualifications, and the availability of funds under the Revolving Credit Facility is subject to the Company's continued compliance with these covenants. The Company was in compliance with these covenants as of September 30, 2024. No amounts were outstanding under the Revolving Credit Facility as of September 30, 2024 or December 31, 2023.
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v3.24.3
Commitments and Contingencies
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Commitments and Contingencies Disclosure [Abstract] |
|
| Commitments and Contingencies |
COMMITMENTS AND CONTINGENCIES Representations and Warranties Reserve Loans sold to investors, which the Company believes met investor and agency underwriting guidelines at the time of sale, may be subject to repurchase by the Company in the event of specific default by the borrower or upon subsequent discovery that underwriting or documentation standards were not explicitly satisfied. The Company may, upon mutual agreement, indemnify the investor against future losses on such loans or be subject to other guaranty requirements and subject to loss. The Company initially records its exposure under such guarantees at estimated fair value upon the sale of the related loan, within "Accounts payable, accrued expenses, and other" as well as within "loan production income" and continues to evaluate its on-going exposures in subsequent periods. The reserve is estimated based on the Company’s assessment of its obligations, including expected losses, expected frequency, the overall potential remaining exposure, as well as an estimate for a market participant’s potential readiness to stand by to perform on such obligations. The Company repurchased $50.1 million and $40.4 million in UPB of loans during the three months ended September 30, 2024 and 2023, respectively, and $185.6 million and $201.9 million in UPB of loans during the nine months ended September 30, 2024 and 2023, respectively, related to its representations and warranties obligations. The activity of the representations and warranties reserve was as follows (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the three months ended September 30, | | For the nine months ended September 30, | | | 2024 | | 2023 | | 2024 | | 2023 | | | | Balance, beginning of period | $ | 70,543 | | | $ | 59,093 | | | $ | 62,865 | | | $ | 60,495 | | | | | Additions | 16,329 | | | 12,181 | | | 40,185 | | | 39,811 | | | | Loss realized, net of adjustments | 1,964 | | | (8,221) | | | (14,214) | | | (37,253) | | | | | Balance, end of period | $ | 88,836 | | | $ | 63,053 | | | $ | 88,836 | | | $ | 63,053 | | | |
Commitments to Originate Loans As of September 30, 2024, the Company had agreed to extend credit to potential borrowers for approximately $66.4 billion. These contracts represent off-balance sheet credit risk where the Company may be required, subject to completion of underwriting, to extend credit to these borrowers based on the prevailing interest rates and prices at the time of execution. Commitments to originate loans do not necessarily reflect future cash requirements as some commitments are expected to expire without being drawn upon. Legal and Regulatory Matters The Company operates in a heavily regulated industry that is highly sensitive to consumer protection, and is subject to numerous federal, state and local laws. The Company is routinely involved in consumer complaints, regulatory actions and legal proceedings in the ordinary course of our business. The Company is also routinely involved in state regulatory audits and examinations, and occasionally involved in other governmental proceedings arising in connection with our business activities. Based on the Company's assessment of the facts and circumstances associated with these matters, we do not believe any of the legal or regulatory matters with which the Company is currently involved, individually or in the aggregate, will have a material adverse effect on our financial position, results of operations, or cash flows. However, actual outcomes may differ from those expected and could have a material effect on our financial position, results of operations, or cash flows in a future period.
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v3.24.3
Accounts Payable, Accrued Expenses and Other
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Payables and Accruals [Abstract] |
|
| Accounts Payable, Accrued Expenses and Other |
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER The following summarizes accounts payable, accrued expenses and other (in thousands):
| | | | | | | | | | | | | September 30, 2024 | | December 31, 2023 | Servicing fees payable | $ | 95,256 | | | $ | 99,694 | | Representations and warranties reserve | 88,836 | | | 62,865 | | | Accrued compensation and benefits | 88,372 | | | 82,745 | | | Accrued interest and bank fees | 70,062 | | | 24,985 | | Derivative settlements payable | 53,783 | | | 64,777 | | Other accrued expenses | 52,734 | | | 12,199 | | | TRA liability | 32,820 | | | 15,494 | | | Other accounts payable | 31,918 | | | 43,174 | | | Investor payables | 27,716 | | | 25,001 | | | Deferred tax liability | 21,130 | | | 30,334 | | Public and Private Warrants | 11,238 | | | 7,833 | | Total accounts payable, accrued expenses and other | $ | 573,865 | | | $ | 469,101 | |
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v3.24.3
Variable Interest Entities
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
| Variable Interest Entities |
VARIABLE INTEREST ENTITIES Upon completion of the business combination transaction described in Note 1, the Company became the managing member of Holdings LLC with 100% of the management and voting power in Holdings LLC. In its capacity as managing member, the Company has the sole authority to make decisions on behalf of Holdings LLC and bind Holdings LLC to signed agreements. Further, Holdings LLC maintains separate capital accounts for its investors as a mechanism for tracking earnings and subsequent distribution rights. Management concluded that the Company is Holdings LLC’s primary beneficiary. As the primary beneficiary, the Company consolidates the results and operations of Holdings LLC for financial reporting purposes under the variable interest entity (“VIE”) consolidation model. The Company's relationship with Holdings LLC results in no recourse to the general credit of the Company. Holdings LLC and its consolidated subsidiaries represent the Company's sole investment. The Company shares in the income and losses of Holdings LLC in direct proportion to the Company's ownership interest. Further, the Company has no contractual requirement to provide financial support to Holdings LLC. The Company's financial position, performance and cash flows effectively represent those of Holdings LLC and its consolidated subsidiaries as of and for the three and nine months ended September 30, 2024 and 2023. In 2021, UWM began selling some of the mortgage loans that it originates through UWM's private label securitization transactions. There have been no loan sales through UWM's private label securitization transactions since 2021. In executing these transactions, the Company sells mortgage loans to a securitization trust for cash and, in some cases, retained interests in the trust. The securitization entities are funded through the issuance of beneficial interests in the securitized assets. The beneficial interests take the form of trust certificates, some of which are sold to investors and some of which may be retained by the Company due to regulatory requirements. Retained beneficial interests consist of a 5% vertical interest in the assets of the securitization trusts, in order to comply with the risk retention requirements applicable to certain of the Company's securitization transactions. The Company has elected the fair value option for subsequently measuring the retained beneficial interests in the securitization trusts, and these investments are presented as “Investment securities at fair value, pledged” in the condensed consolidated balance sheet as of September 30, 2024 and December 31, 2023. Changes in the fair value of these retained beneficial interests are reported as part of "Other expense (income)" in the condensed consolidated statements of operations. The Company also retains the servicing rights on the securitized mortgage loans. The Company has accounted for these transactions as sales of financial assets. The securitization trusts that purchase the mortgage loans from the Company and securitize those mortgage loans are VIEs, and the Company holds variable interests in certain of these entities. Because the Company does not have the obligation to absorb the VIEs’ losses or the right to receive benefits from the VIEs that could potentially be significant to the VIEs, the Company is not the primary beneficiary of these securitization trusts and is not required to consolidate these VIEs. The Company separately entered into sale and repurchase agreements for a portion of the retained beneficial interests in the securitization trusts, which have been accounted for as borrowings against investment securities. As of September 30, 2024, $106.6 million of the $109.0 million of investment securities at fair value have been pledged as collateral for these borrowings against investment securities. The outstanding principal balance of these borrowings was approximately $93.7 million with remaining maturities ranging from approximately one to three months as of September 30, 2024, and interest rates based on SOFR plus a spread. The Company's maximum exposure to loss in these non-consolidated VIEs is limited to the retained beneficial interests in the securitization trusts.
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v3.24.3
Non-controlling Interests
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Noncontrolling Interest [Abstract] |
|
| Non-controlling Interests |
NON-CONTROLLING INTERESTS The non-controlling interest balance represents the economic interest in Holdings LLC held by SFS Corp. The following table summarizes the ownership of units in Holdings LLC as of: | | | | | | | | | | | | | | | | | | | | | | | | | September 30, 2024 | | December 31, 2023 | | Common Units | | Ownership Percentage | | Common Units | | Ownership Percentage | | UWM Holdings Corporation ownership of Class A Common Units | 113,150,968 | | | 7.08 | % | | 93,654,269 | | | 5.87 | % | | SFS Corp. ownership of Class B Common Units | 1,485,027,775 | | | 92.92 | % | | 1,502,069,787 | | | 94.13 | % | | Balance at end of period | 1,598,178,743 | | | 100.00 | % | | 1,595,724,056 | | | 100.0 | % |
The non-controlling interest holder has the right to exchange its Paired Interests for, at the Company's option, (i) shares of the Company's Class B common stock or (ii) cash from a substantially concurrent public offering or private sale of the Company's Class A common stock (based on the price of the Company's Class A common stock in such offering). As such, future exchanges of Paired Interests by the non-controlling interest holder will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in-capital or retained earnings when Holdings LLC has positive or negative net assets, respectively. During the nine months ended September 30, 2024, the Company issued 2,454,687 shares of Class A common stock, net of withholdings, which primarily related to the vesting of RSUs under its stock-based compensation plan. In addition, as a result of Exchange Transactions, the Company issued 17,042,012 shares of Class B common stock, all of which were immediately converted into shares of Class A common stock. These transactions resulted in an equivalent increase in the number of Class A Common Units of Holdings LLC held by the Company, and a re-measurement of the non-controlling interest in Holdings LLC due to the change in relative ownership of Holdings LLC with no change in control. The impact of the re-measurement of the non-controlling interest is reflected in the condensed consolidated statement of changes in equity. Refer to Note 15 - Income Taxes for further information on tax impact of the Exchange Transactions.
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v3.24.3
Regulatory Net Worth Requirements
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Mortgage Banking [Abstract] |
|
| Regulatory Net Worth Requirements |
REGULATORY NET WORTH REQUIREMENTS Certain secondary market agencies and state regulators require UWM to maintain minimum net worth, capital, and liquidity requirements to remain in good standing with the agencies. Noncompliance with an agency’s requirements can result in such agency taking various remedial actions up to and including terminating UWM’s ability to sell loans to and service loans on behalf of the respective agency. UWM is required to maintain certain minimum net worth, minimum liquidity, and minimum capital ratio requirements, including those established by USDA, HUD, Ginnie Mae, Freddie Mac and Fannie Mae. As of September 30, 2024, the most restrictive of these requirements require UWM to maintain a minimum net worth of $641.7 million, minimum liquidity of $322.6 million, and a minimum capital ratio of 6%. As of September 30, 2024, UWM was in compliance with these net worth, capital ratio, and liquidity requirements.
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- DefinitionThe entire disclosure for a mortgage banking entity related to capital requirements imposed by secondary market investors or state imposed regulatory mandates. The disclosure may include: (1) a description of the minimum net worth requirements related to (a) secondary market investors and (b) state-imposed regulatory mandates; (2) actual or possible material effects of noncompliance; (3) whether the entity is in compliance with the regulatory capital requirements, including (a) the entity's required and actual net worth amounts, (b) factors that may significantly affect adequacy of net worth such as potentially volatile components of capital, qualitative factors, or regulatory mandates; and (4) possible affects of noncompliance on amounts and disclosures in the notes to the financial statements. Servicers with net worth requirements from multiple sources may disclose (1) significant servicing covenants with secondary market investors with commonly defined servicing requirements (2) any other secondary market investor where violation of the requirement would have a significant adverse effect and (3) the most restrictive third party agreement, if not included above. The disclosure may also include additional information that might be disclosed in situations where substantial doubt about the entity's ability to continue as a going concern for a reasonable period of time. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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v3.24.3
Fair Value Measurements
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Fair Value Disclosures [Abstract] |
|
| Fair Value Measurements |
FAIR VALUE MEASUREMENTS Fair value is defined under U.S. GAAP as the price that would be received if an asset were sold or the price that would be paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. Required disclosures include classification of fair value measurements within a three-level hierarchy (Level 1, Level 2 and Level 3). Classification of a fair value measurement within the hierarchy is dependent on the classification and significance of the inputs used to determine the fair value measurement. Observable inputs are those that are observed, implied from, or corroborated with externally available market information. Unobservable inputs represent the Company’s estimates of market participants’ assumptions. Fair value measurements are classified in the following manner: Level 1—Valuation is based on quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2—Valuation is based on either observable prices for identical assets or liabilities in inactive markets, observable prices for similar assets or liabilities, or other inputs that are derived directly from, or through correlation to, observable market data at the measurement date. Level 3—Valuation is based on the Company’s or others’ models using significant unobservable assumptions at the measurement date that a market participant would use. In determining fair value measurements, the Company uses observable inputs whenever possible. The level of a fair value measurement within the hierarchy is dependent on the lowest level of input that has a significant impact on the measurement as a whole. If quoted market prices are available at the measurement date or are available for similar instruments, such prices are used in the measurements. If observable market data is not available at the measurement date, judgement is required to measure fair value. The following is a description of measurement techniques for items recorded at fair value on a recurring basis. There were no material items recorded at fair value on a nonrecurring basis as of September 30, 2024 or December 31, 2023.
Mortgage loans at fair value: The Company has elected the fair value option for mortgage loans. The fair values of mortgage loans are based on valuation models that use the market price for similar loans sold in the secondary market. As these prices are derived from market observable inputs, they are categorized as Level 2.
IRLCs: The Company's interest rate lock commitments are derivative instruments that are recorded at fair value based on valuation models that use the market price for similar loans sold in the secondary market. The IRLCs are then subject to an estimated loan funding probability, or “pullthrough rate.” Given the significant and unobservable nature of the pullthrough rate assumption, IRLC fair value measurements are classified as Level 3.
FLSCs: The Company enters into forward loan sales commitments to sell certain mortgage loans which are recorded at fair value based on valuation models. The Company’s expectation of the amount of its interest rate lock commitments that will ultimately close is a factor in determining the position. The valuation models utilize the fair value of related mortgage loans determined using observable market data, and therefore, the fair value measurements of these commitments are categorized as Level 2.
Interest rate swap futures: The Company has entered into interest rate swap futures as part of its overall interest rate mitigation strategy. These financial instruments are valued based on quoted prices in an active market and are therefore categorized as Level 1.
Investment securities at fair value, pledged: The Company has previously sold mortgage loans that it originates through the UWM's private label securitization transactions. In executing these securitizations, the Company sells mortgage loans to a securitization trust for cash and, in some cases, retained interests in the trust. The Company has elected the fair value option for subsequently measuring the retained beneficial interests in the securitization trusts. The fair value of these investment securities is primarily based on observable market data and therefore categorized as Level 2.
MSRs: The fair value of MSRs is determined using a valuation model that calculates the present value of estimated future net servicing cash flows. The model includes estimates of prepayment speeds, discount rate, cost to service, float earnings, contractual servicing fee income, and ancillary income and late fees, among others. These estimates are supported by market and economic data collected from various outside sources. These fair value measurements are classified as Level 3.
Public and Private Warrants: The fair value of Public Warrants is based on quoted prices in active markets and therefore categorized as Level 1. The fair value of the Private Warrants is based on observable market data and therefore categorized as Level 2. Financial Instruments - Assets and Liabilities Measured at Fair Value on a Recurring Basis The following are the major categories of financial assets and liabilities measured at fair value on a recurring basis (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | September 30, 2024 | | Description | | Level 1 | | Level 2 | | Level 3 | | Total | | Assets: | | | | | | | | | | Mortgage loans at fair value | $ | — | | | $ | 10,141,683 | | | $ | — | | | $ | 10,141,683 | | | IRLCs | | — | | | — | | | 23,151 | | | 23,151 | | | FLSCs | | — | | | 43,826 | | | — | | | 43,826 | | | | | | | | | | | | Investment securities at fair value, pledged | | — | | | 108,964 | | | — | | | 108,964 | | | Mortgage servicing rights | | — | | | — | | | 2,800,054 | | | 2,800,054 | | | Total assets | | $ | — | | | $ | 10,294,473 | | | $ | 2,823,205 | | | $ | 13,117,678 | | | Liabilities: | | | | | | | | | | IRLCs | | $ | — | | | $ | — | | | $ | 23,319 | | | $ | 23,319 | | | FLSCs | | — | | | 4,952 | | | — | | | 4,952 | | Interest rate swap futures | | 65,328 | | | — | | | — | | | 65,328 | | | Public and Private Warrants | | 6,375 | | | 4,863 | | | — | | | 11,238 | | | Total liabilities | | $ | 71,703 | | | $ | 9,815 | | | $ | 23,319 | | | $ | 104,837 | | | | | | | | | | | | | | December 31, 2023 | | Description | | Level 1 | | Level 2 | | Level 3 | | Total | | Assets: | | | | | | | | | | Mortgage loans at fair value | $ | — | | | $ | 5,449,884 | | | $ | — | | | $ | 5,449,884 | | | IRLCs | | — | | | — | | | 29,623 | | | 29,623 | | | FLSCs | | — | | | 3,396 | | | — | | | 3,396 | | | Investment securities at fair value, pledged | | — | | | 110,352 | | | — | | | 110,352 | | | Mortgage servicing rights | | — | | | — | | | 4,026,136 | | | 4,026,136 | | | Total assets | | $ | — | | | $ | 5,563,632 | | | $ | 4,055,759 | | | $ | 9,619,391 | | | Liabilities: | | | | | | | | | | IRLCs | | $ | — | | | $ | — | | | $ | 2,933 | | | $ | 2,933 | | | FLSCs | | — | | | 37,848 | | | — | | | 37,848 | | | Public and Private warrants | | 3,078 | | | 4,755 | | | — | | | 7,833 | | | Total liabilities | | $ | 3,078 | | | $ | 42,603 | | | $ | 2,933 | | | $ | 48,614 | |
The following table presents quantitative information about the inputs used in recurring Level 3 fair value financial instruments and the fair value measurements for IRLCs:
| | | | | | | | | | | | | Unobservable Input - IRLCs | September 30, 2024 | | December 31, 2023 | Pullthrough rate (weighted avg.) | 78 | % | | 76 | % |
Refer to Note 5 - Mortgage Servicing Rights for further information on the unobservable inputs used in measuring the fair value of the Company’s MSRs and for the roll-forward of MSRs for the three and nine months ended September 30, 2024. Level 3 Issuances and Transfers The Company enters into IRLCs which are considered derivatives. If the contract converts to a loan, the implied value, which is solely based upon interest rate changes, is incorporated in the basis of the fair value of the loan. If the IRLC does not convert to a loan, the basis is reduced to zero as the contract has no continuing value. The Company does not track the basis of the individual IRLCs that convert to a loan, as that amount has no relevance to the presented condensed consolidated financial statements. Other Financial Instruments The following table presents the carrying amounts and estimated fair value of the Company's financial liabilities that are not measured at fair value on a recurring or nonrecurring basis (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | September 30, 2024 | | December 31, 2023 | | | Carrying Amount | | Estimated Fair Value | | Carrying Amount | | Estimated Fair Value | | 2025 Senior Notes, due 11/15/25 | | $ | 797,536 | | | $ | 799,032 | | | $ | 795,894 | | | $ | 795,144 | | | 2029 Senior Notes, due 4/15/29 | | 696,027 | | | 682,255 | | | 695,370 | | | 662,396 | | | 2027 Senior Notes, due 6/15/27 | | 497,653 | | | 497,330 | | | 497,003 | | | 490,825 | | | | $ | 1,991,216 | | | $ | 1,978,617 | | | $ | 1,988,267 | | | $ | 1,948,365 | |
The fair value of the 2025, 2029 and 2027 Senior Notes was estimated using Level 2 inputs, including observable trading information from independent sources. Due to their nature and respective terms (including the variable interest rates on warehouse and other lines of credit and borrowings against investment securities), the carrying value of cash and cash equivalents, receivables, payables, borrowings against investment securities and warehouse and other lines of credit approximate their fair values as of September 30, 2024 and December 31, 2023, respectively.
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- DefinitionThe entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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v3.24.3
Related Party Transactions
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Related Party Transactions [Abstract] |
|
| Related Party Transactions |
RELATED PARTY TRANSACTIONS In the normal course of business, the Company engages in the following significant related party transactions: •The Company’s corporate campus is located in buildings and on land that are owned by entities controlled by the Company’s founder (who is a current member of the Board of Directors) and its CEO and leased by the Company from these entities. The Company also makes leasehold improvements to these properties for the benefit of the Company, for which the Company is responsible pursuant to the terms of the lease agreements; •Legal services are provided to the Company by a law firm in which the Company’s founder is a partner; •The Company leases aircraft owned by entities controlled by the Company’s CEO to facilitate travel of Company executives for business purposes. Our executive officers (other than the CEO) may, from time to time, be authorized by the CEO to use the aircraft for personal trips; •Employee lease agreements, pursuant to which the Company’s team members provide certain administrative services to entities controlled by the Company’s founder and its CEO in exchange for fees paid by these entities to the Company. For the three months ended September 30, 2024 and 2023, the Company made net payments of approximately $5.3 million and $5.1 million, respectively, to various companies related through common ownership. Such related party payments were comprised of, (i) with respect to the three months ended September 30, 2024, approximately $5.1 million in rent and other occupancy related fees and $0.2 million in legal fees and (ii) with respect to the three months ended September 30, 2023, approximately $4.9 million in rent and other occupancy related fees and $0.2 million in legal fees. The Company made no payments to unrelated third parties for pilots and ancillary services related to usage of the aircraft for the three months ended September 30, 2024 and payments of $0.1 million to unrelated third parties for pilots and ancillary services related to usage of the aircraft for the three months ended September 30, 2023. For the nine months ended September 30, 2024 and 2023, the Company made net payments of approximately $15.2 million and $15.8 million, respectively, to various companies related through common ownership. Such related party payments were comprised of, (i) with respect to the nine months ended September 30, 2024, approximately $14.5 million in rent and other occupancy related fees, $0.5 million in legal fees, and $0.2 million in other general and administrative expenses and (ii) with respect to the nine months ended September 30, 2023, approximately $15.1 million in rent and other occupancy related fees, $0.5 million in legal fees and $0.2 million in other general and administrative expenses. Additionally, the Company made payments of $0.2 million to unrelated third parties for pilots and ancillary services related to usage of the aircraft for both the nine months ended September 30, 2024 and 2023. UWM entered into a $500.0 million unsecured Revolving Credit Facility with SFS Corp. as the lender during the third quarter of 2022. Refer to Note 7 - Other borrowings for further details.
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v3.24.3
Income Taxes
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Income Tax Disclosure [Abstract] |
|
| Income Taxes |
INCOME TAXES For the three months ended September 30, 2024 and 2023, the Company’s effective tax rate was 1.07% and 0.24% respectively. For the nine months ended September 30, 2024 and 2023, the Company’s effective tax rate was 1.66% and 0.24% respectively. The variations between the Company’s effective tax rate and the U.S. statutory rate are primarily due to the portion (approximately 93% as of September 30, 2024 and 94% as of September 30, 2023) of the Company’s earnings attributable to non-controlling interests. The Company’s acquisition of additional units of Holdings LLC by means of an Exchange Transaction is expected to produce, and has produced, net favorable tax effects. Each Exchange Transaction results in the Company acquiring an incremental ownership percentage of the net assets of Holdings LLC along with the temporary differences that give rise to deferred tax assets and liabilities, as well as additional tax basis in such net assets arising from the income tax treatment of each Exchange Transaction. This additional tax basis may reduce the amounts that the Company would otherwise be required to pay to federal, state, or local tax authorities in the future. To the extent that the Company’s future tax obligations are reduced, the Company will be obligated to make payments under the TRA, as discussed in Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies. The amount of the TRA liability, as well as the timing of payments related to the TRA liability, is an estimate and is subject to significant assumptions regarding the amount and timing of future taxable income. During the three and nine months ended September 30, 2024, as a result of Exchange Transactions, the Company acquired 17,042,012 units in Holdings LLC for an equivalent number of shares of the Company’s Class B common stock, all of which was immediately converted into shares of Class A common stock. This resulted in a net decrease in the Company’s deferred tax liability related to its investment in Holdings LLC in the amount of $13.6 million, and an increase in the TRA liability in the amount of $17.1 million. The offsetting amount was recorded as an adjustment to equity. During the three and nine months ended September 30, 2023, no Exchange Transactions took place.
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v3.24.3
Stock-Based Compensation
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Share-Based Payment Arrangement [Abstract] |
|
| Stock-Based Compensation |
STOCK-BASED COMPENSATION The following is a summary of RSU activity for the three and nine months ended September 30, 2024 and 2023: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the three months ended September 30, | | | | | | | | 2024 | | 2023 | | | | | | | | Shares | | Weighted Average Grant Date Fair Value | | Shares | | Weighted Average Grant Date Fair Value | | | | | | Unvested - beginning of period | | | | | 7,883,531 | | | $ | 6.01 | | | 6,195,404 | | | $ | 5.20 | | | | | | | Granted | | | | | 11,138,840 | | | 7.27 | | | 105,216 | | | 6.56 | | | | | | | Vested | | | | | (522,242) | | | 3.79 | | | (540,475) | | | 3.61 | | | | | | | Forfeited | | | | | (246,564) | | | 6.85 | | | (106,883) | | | 5.05 | | | | | | | Unvested - end of period | | | | | 18,253,565 | | | $ | 6.83 | | | 5,653,262 | | | $ | 5.41 | | | | | | | | | | | | | | | | | | | | | | | | | | | For the nine months ended September 30, | | | | | | 2024 | | 2023 | | | | | | | | Shares | | Weighted Average Grant Date Fair Value | | Shares | | Weighted Average Grant Date Fair Value | | | | | | Unvested - beginning of period | | | | | 7,867,321 | | | $ | 5.89 | | | 4,005,801 | | | $ | 5.30 | | | | | | | Granted | | | | | 13,589,182 | | | 7.14 | | | 3,371,566 | | | 5.73 | | | | | | | Vested | | | | | (2,591,003) | | | 5.74 | | | (1,358,083) | | | 6.07 | | | | | | | Forfeited | | | | | (611,935) | | | 6.31 | | | (366,022) | | | 4.74 | | | | | | | Unvested - end of period | | | | | 18,253,565 | | | $ | 6.83 | | | 5,653,262 | | | $ | 5.41 | | | | | |
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v3.24.3
Earnings Per Share
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Earnings Per Share [Abstract] |
|
| Earnings Per Share |
EARNINGS PER SHARE The Company has two classes of economic shares authorized - Class A and Class B common stock. The Company applies the two-class method for calculating earnings per share for Class A common stock and Class B common stock. In applying the two-class method, the Company allocates undistributed earnings equally on a per share basis between Class A and Class B common stock. According to the Company’s certificate of incorporation, the holders of the Class A and Class B common stock are entitled to participate in earnings equally on a per-share basis, as if all shares of common stock were of a single class, and in such dividends as may be declared by the Board of Directors. RSUs awarded as part of the Company’s stock compensation plan are included in weighted-average Class A shares outstanding in the calculation of basic earnings per share once the RSUs are vested and shares are issued. Basic earnings (loss) per share of Class A common stock and Class B common stock is computed by dividing net income (loss) attributable to UWM Holdings Corporation by the weighted-average number of shares of Class A common stock and Class B common stock outstanding during the period. Diluted earnings (loss) per share of Class A common stock and Class B common stock is computed by dividing net income (loss) by the weighted-average number of shares of Class A common stock or Class B common stock, respectively, outstanding adjusted to give effect to potentially dilutive securities. See Note 11, Non-Controlling Interests for a description of the Paired Interests. Refer to Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies - for additional information related to the Company's capital structure. There was no Class B common stock outstanding as of September 30, 2024 or September 30, 2023. The following table sets forth the calculation of basic and diluted earnings (loss) per share for the periods ended September 30, 2024 and 2023 (in thousands, except shares and per share amounts): | | | | | | | | | | | | | | | | | | | | | | | | | | | For the three months ended September 30, | | For the nine months ended September 30, | | 2024 | | 2023 | | 2024 | | 2023 | | | Net income | $ | 31,945 | | | $ | 300,993 | | | $ | 288,762 | | | $ | 391,174 | | | | Net income attributable to non-controlling interests | 38,240 | | | 282,762 | | | 283,277 | | | 377,326 | | | | Net income (loss) attributable to UWMC | (6,295) | | | 18,231 | | | 5,485 | | | 13,848 | | | | | Numerator: | | | | | | | | | | Net income (loss) attributable to Class A common shareholders | $ | (6,295) | | | $ | 18,231 | | | $ | 5,485 | | | $ | 13,848 | | | | Net income (loss) attributable to Class A common shareholders - diluted | $ | (6,295) | | | $ | 234,712 | | | $ | 5,485 | | | $ | 13,848 | | | | | Denominator: | | | | | | | | | | | Weighted average shares of Class A common stock outstanding - basic | 99,801,301 | | | 93,290,736 | | | 96,530,282 | | | 93,107,576 | | | | | Weighted average shares of Class A common stock outstanding - diluted | 99,801,301 | | | 1,596,624,780 | | | 96,530,282 | | | 93,107,576 | | | | Earnings (loss) per share of Class A common stock outstanding - basic | $ | (0.06) | | | $ | 0.20 | | | $ | 0.06 | | | $ | 0.15 | | | | Earnings (loss) per share of Class A common stock outstanding - diluted | $ | (0.06) | | | $ | 0.15 | | | $ | 0.06 | | | $ | 0.15 | | | |
For purposes of calculating diluted earnings per share, it was assumed that the outstanding shares of Class D common stock were exchanged for Class B common stock and converted to Class A common stock under the if-converted method, and it was determined that the conversion would be anti-dilutive for the three and nine months ended September 30, 2024 and nine months ended September 30, 2023, and dilutive for the three months ended September 30, 2023. Under the if-converted method, all of the Company's net income (loss) for the applicable periods is attributable to Class A common shareholders. The net income (loss) of the Company under the if-converted method is calculated including an estimated income tax provision which is determined using a blended statutory effective tax rate. The Public and Private Warrants were not in the money and the triggering events for the issuance of earn-out shares were not met during the three or nine months ended September 30, 2024 and 2023. Therefore, these potentially dilutive securities were excluded from the computation of diluted earnings per share. Unvested RSUs have been considered in the calculations of diluted earnings per share for the three and nine months ended September 30, 2024 and 2023 using the treasury stock method and the impact was either anti-dilutive or immaterial.
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v3.24.3
Subsequent Events
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Subsequent Events [Abstract] |
|
| Subsequent Events |
SUBSEQUENT EVENTS Subsequent to September 30, 2024, the Board declared a cash dividend of $0.10 per share on the outstanding shares of Class A common stock. The dividend is payable on January 9, 2025 to stockholders of record at the close of business on December 19, 2024. Additionally, the Board approved a proportional distribution to SFS Corp. of $144.0 million which is payable on or around January 9, 2025. Subsequent to September 30, 2024, as a result of Exchange Transactions, the Company acquired 44,695,677 units in Holdings LLC for an equivalent number of shares of the Company’s Class B common stock, all of which was immediately converted into shares of Class A common stock.
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v3.24.3
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies)
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9 Months Ended |
Sep. 30, 2024 |
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| Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
| Organization |
Organization UWM Holdings Corporation, through its consolidated subsidiaries (collectively, the “Company”), engages in the origination, sale and servicing of residential mortgage loans. The Company is organized in Delaware but is based in Michigan, and originates and services loans throughout the U.S. The Company is approved as a Title II, non-supervised direct endorsement mortgagee with the U.S. Department of Housing and Urban Development (or “HUD”). In addition, the Company is an approved issuer with the Government National Mortgage Association (or “Ginnie Mae”), as well as an approved seller and servicer with the Federal National Mortgage Association (or “Fannie Mae”) and the Federal Home Loan Mortgage Corporation (or “Freddie Mac”). The Company (f/k/a Gores Holdings IV, Inc.) was incorporated in Delaware on June 12, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On September 22, 2020, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, SFS Holding Corp., a Michigan corporation (“SFS Corp.”), United Wholesale Mortgage, LLC, a Michigan limited liability company (“UWM”), and UWM Holdings, LLC, a newly formed Delaware limited liability company (“Holdings LLC” and, together with UWM, the “UWM Entities”). The business combination with the UWM Entities closed on January 21, 2021. Prior to the closing of the business combination with the UWM Entities, SFS Corp. was the sole member of UWM, which had one unit authorized, issued and outstanding. On January 21, 2021, SFS Corp. contributed its equity interest in UWM to Holdings LLC and adopted the Amended and Restated Operating Agreement to admit Holdings LLC as UWM's sole member and its manager. Upon completion of the business combination transaction, (i) Holdings LLC issued approximately 6% of its units (Class A Common Units) to the Company, (ii) SFS Corp. retained approximately 94% of the units (Class B Common Units) in Holdings LLC and accordingly retained approximately 94% of the economic ownership interest of the combined company and (iii) Holdings LLC became a consolidated subsidiary of the Company, as the Company is the sole managing member of Holdings LLC. The economic interest in Holdings LLC owned by SFS Corp. is presented as a non-controlling interest in these condensed consolidated financial statements. See Note 11 - Non-Controlling Interests for further information. Following the consummation of the transactions contemplated by the Business Combination Agreement, the Company is organized in an “Up-C” structure in which UWM (the operating subsidiary) is held directly by Holdings LLC, and the Company’s only material direct asset consists of Class A Common Units in Holdings LLC. The Company’s current capital structure authorizes Class A common stock, Class B common stock, Class C common stock and Class D common stock. The Class A common stock and Class C common stock each provide holders with one vote on all matters submitted to a vote of stockholders, and the Class B common stock and Class D common stock each provide holders with 10 votes on all matters submitted to a vote of stockholders. The holders of Class C common stock and Class D common stock do not have any of the economic rights (including rights to dividends and distributions upon liquidation) provided to holders of Class A common stock and Class B common stock. Each Holdings LLC Class B Common Unit, along with its stapled share of Class D common stock (each a, “Paired Interest"), held by SFS Corp. may be exchanged at any time by SFS Corp. into, at the option of the Company, either, (a) cash or (b) one share of the Company’s Class B common stock (an "Exchange Transaction"). Each share of Class B common stock is convertible into one share of Class A common stock upon the transfer or assignment of such share from SFS Corp. to a non-affiliated third-party. See Note 11 - Non-Controlling Interests for further information. Pursuant to the Business Combination Agreement, SFS Corp. is entitled to receive earn-out shares, in the form of Paired Interests, to the extent that the volume weighted average per share price of the Company's Class A common stock over any 10 trading days within any 30 trading day period is greater than or equal to $13.00, $15.00, $17.00 and $19.00 per share. Upon achievement of each stock price target, SFS Corp. will be entitled to receive 22,690,421 Paired Interests. The Company accounts for the potential earn-out shares as a component of stockholders’ equity in accordance with the applicable guidance in U.S. GAAP. See Note 17 - Earnings Per Share for further information. Upon completion of the business combination transaction, the directors and officers of Gores Holdings IV, Inc. (the “Gores Directors and Officers”) resigned, the Company appointed new directors to its Board, and certain officers of UWM became officers of the Company. Pursuant to the Business Combination Agreement, the Company has potential indemnification obligations to the Gores Directors and Officers for costs or losses incurred prior to or after the closing of the business combination transaction that arose by reason of the fact that he or she is or was a director or officer of Gores Holdings IV, Inc. The Gores Directors and Officers were named as defendants in class action suits in Delaware Chancery Court in which it is alleged that they breached their fiduciary duties to shareholders of Gores Holdings, IV. Pursuant to its obligations under the Business Combination Agreement, to the extent that it is determined that the Gores Directors and Officers are entitled to indemnification, the Company is obligated to indemnify them in connection with these lawsuits. During the second quarter of 2024, the parties tentatively agreed to settle this litigation, subject to negotiation of a final settlement agreement and court approval. A significant portion of the Company's expected indemnification obligations for the settlement is covered by insurance, and the remainder is not expected to be material to the Company.
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| Basis of Presentation and Consolidation |
Basis of Presentation and Consolidation The condensed consolidated financial statements are unaudited and presented in U.S. dollars. They have been prepared in accordance with U.S. GAAP pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In our opinion, these condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair presentation of our results of operations, financial position and cash flows for the periods presented. However, our results of operations for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period.
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| Use of Estimates |
Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
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| Loans Eligible for Repurchase from Ginnie Mae |
Loans Eligible for Repurchase from Ginnie Mae For certain loans sold to Ginnie Mae, the Company as the servicer has the unilateral right to repurchase any individual loan in a Ginnie Mae pool if that loan meets defined criteria (generally loans that are more than 90 days past due). When the Company has the unilateral right to repurchase the delinquent loans, the previously sold assets are required to be re-recognized on the condensed consolidated balance sheets as assets and corresponding liabilities at the loan's unpaid principal balance, regardless of the Company’s intent to exercise its option to repurchase. The recognition of previously sold loans does not impact the accounting for the previously recognized mortgage servicing rights (or "MSRs").
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| Income Taxes And Tax Receivable Agreement |
Income Taxes The Company accounts for income taxes during interim periods by applying an estimated annual effective tax rate to year-to-date earnings (loss) before income taxes to compute the year-to-date tax expense (or benefit). At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year, adjusted for discrete items, if any, that arise during the period. In any period in which the Company acquires additional units of Holdings LLC by means of an Exchange Transaction, the Company records the related income tax effects as an adjustment to equity. See Note 15 – Income Taxes for further information. Tax Receivable Agreement The Company has entered into a Tax Receivable Agreement ("TRA") with SFS Corp. that obligates the Company to make payments to SFS Corp. of 85% of the amount of cash savings, if any, in federal, state and local income tax that the Company actually realizes as a result of (i) certain increases in tax basis resulting from Exchange Transactions; (ii) imputed interest deemed to be paid by the Company as a result of payments it makes under the TRA; (iii) certain increases in tax basis resulting from payments the Company makes under the TRA; and (iv) disproportionate allocations (if any) of tax benefits to the Company which arise from, among other things, the sale of certain assets as a result of taxable income allocation rules in the United States. The Company will retain the benefit of the remaining 15% of these tax savings. The Company accounts for liabilities arising from the TRA as a loss contingency recorded within "Accounts payable, accrued expenses and other." Changes in the liability, other than those due to Exchange Transactions, are measured and recorded when estimated amounts due under the TRA are probable and can be reasonably estimated, and reported as part of "Other expense/(income)" in the condensed consolidated statements of operations. In any period in which the Company acquires additional units of Holdings LLC by means of an Exchange Transaction, the Company records the related adjustment to the TRA liability as an adjustment to equity.
|
| Related Party Transactions |
Related Party Transactions The Company enters into various transactions with related parties.
|
| Public and Private Warrants |
Public and Private Warrants As part of Gores Holdings IV, Inc.'s initial public offering ("IPO") in January 2020, Gores Holdings IV, Inc. issued to third party investors 42.5 million units, consisting of one share of Class A common stock of Gores Holdings IV, Inc. and one-fourth of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, Gores Holdings IV, Inc. completed the private sale of 5.25 million warrants to Gores Holdings IV, Inc.'s sponsor at a purchase price of $2.00 per warrant (the “Private Warrants”). Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. Upon the closing of the business combination transaction, the Company had 10,624,987 Public Warrants and 5,250,000 Private Warrants outstanding. The Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants were not transferable, assignable or salable until after the completion of the business combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the relevant terms of the warrants under applicable U.S. GAAP and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Public and Private Warrants meet the definition of derivatives, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the business combination transaction and subsequently measures the warrants at fair value (recorded within "Accounts payable, accrued expenses and other"), with the change in their respective fair values recognized in the condensed consolidated statement of operations (recorded within "Other expense/(income)").
|
| Stock-Based Compensation |
Stock-Based Compensation Effective upon the closing of the business combination transaction, the Company adopted the UWM Holdings Corporation 2020 Omnibus Incentive Plan (the “2020 Plan”) which was approved by stockholders on January 20, 2021. The 2020 Plan allows for the grant of stock options, restricted stock, restricted stock units (“RSUs”), and stock appreciation rights. Pursuant to the 2020 Plan, the Company reserved a total of 80,000,000 shares of common stock for issuance of stock-based compensation awards, and 56,827,376 shares remained available for issuance under the 2020 Plan as of September 30, 2024. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period based on the fair value of the award on the date of grant and is included in "Salaries, commissions and benefits" on the condensed consolidated statements of operations. The Company made a policy election to recognize the effects of forfeitures as they occur.
|
| Recently Adopted Accounting Standards and Accounting Standards Issued but Not Yet Effective |
Recently Adopted Accounting Standards In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-1, Leases (Topic 842): Common Control Arrangements, which amends certain provisions of ASU 2016-2, Leases (Topic 842). This guidance requires all lessees in a lease with a lessor under common control to amortize leasehold improvements over the useful life of the common control group and provides new guidance for recognizing a transfer of assets between entities under common control as an adjustment to equity when the lessee no longer controls the use of the underlying asset. There was no impact on the Company's condensed consolidated financial statements from adopting this standard effective the fiscal year beginning January 1, 2024.
Accounting Standards Issued but Not Yet Effective In November 2023, the FASB issued ASU 2023-7, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires enhanced disclosure of significant segment expenses on an annual and interim basis. The ASU is effective on a retrospective basis for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024. The Company will adopt ASU 2023-7 beginning with its fiscal year ended December 31, 2024. In December 2023, the FASB issued ASU 2023-9, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, and early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company will include the required disclosures in its condensed consolidated financial statements once adopted.
|
| Fair Value Measurements |
Fair value is defined under U.S. GAAP as the price that would be received if an asset were sold or the price that would be paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. Required disclosures include classification of fair value measurements within a three-level hierarchy (Level 1, Level 2 and Level 3). Classification of a fair value measurement within the hierarchy is dependent on the classification and significance of the inputs used to determine the fair value measurement. Observable inputs are those that are observed, implied from, or corroborated with externally available market information. Unobservable inputs represent the Company’s estimates of market participants’ assumptions. Fair value measurements are classified in the following manner: Level 1—Valuation is based on quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2—Valuation is based on either observable prices for identical assets or liabilities in inactive markets, observable prices for similar assets or liabilities, or other inputs that are derived directly from, or through correlation to, observable market data at the measurement date. Level 3—Valuation is based on the Company’s or others’ models using significant unobservable assumptions at the measurement date that a market participant would use. In determining fair value measurements, the Company uses observable inputs whenever possible. The level of a fair value measurement within the hierarchy is dependent on the lowest level of input that has a significant impact on the measurement as a whole. If quoted market prices are available at the measurement date or are available for similar instruments, such prices are used in the measurements. If observable market data is not available at the measurement date, judgement is required to measure fair value. The following is a description of measurement techniques for items recorded at fair value on a recurring basis. There were no material items recorded at fair value on a nonrecurring basis as of September 30, 2024 or December 31, 2023.
Mortgage loans at fair value: The Company has elected the fair value option for mortgage loans. The fair values of mortgage loans are based on valuation models that use the market price for similar loans sold in the secondary market. As these prices are derived from market observable inputs, they are categorized as Level 2.
IRLCs: The Company's interest rate lock commitments are derivative instruments that are recorded at fair value based on valuation models that use the market price for similar loans sold in the secondary market. The IRLCs are then subject to an estimated loan funding probability, or “pullthrough rate.” Given the significant and unobservable nature of the pullthrough rate assumption, IRLC fair value measurements are classified as Level 3.
FLSCs: The Company enters into forward loan sales commitments to sell certain mortgage loans which are recorded at fair value based on valuation models. The Company’s expectation of the amount of its interest rate lock commitments that will ultimately close is a factor in determining the position. The valuation models utilize the fair value of related mortgage loans determined using observable market data, and therefore, the fair value measurements of these commitments are categorized as Level 2.
Interest rate swap futures: The Company has entered into interest rate swap futures as part of its overall interest rate mitigation strategy. These financial instruments are valued based on quoted prices in an active market and are therefore categorized as Level 1.
Investment securities at fair value, pledged: The Company has previously sold mortgage loans that it originates through the UWM's private label securitization transactions. In executing these securitizations, the Company sells mortgage loans to a securitization trust for cash and, in some cases, retained interests in the trust. The Company has elected the fair value option for subsequently measuring the retained beneficial interests in the securitization trusts. The fair value of these investment securities is primarily based on observable market data and therefore categorized as Level 2.
MSRs: The fair value of MSRs is determined using a valuation model that calculates the present value of estimated future net servicing cash flows. The model includes estimates of prepayment speeds, discount rate, cost to service, float earnings, contractual servicing fee income, and ancillary income and late fees, among others. These estimates are supported by market and economic data collected from various outside sources. These fair value measurements are classified as Level 3.
Public and Private Warrants: The fair value of Public Warrants is based on quoted prices in active markets and therefore categorized as Level 1. The fair value of the Private Warrants is based on observable market data and therefore categorized as Level 2.
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v3.24.3
Mortgage Loans at Fair Value (Tables)
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Receivables [Abstract] |
|
| Summary of Reconciliation of Changes in Mortgage Loans at Fair Value |
The change in fair value adjustment is recorded in the “Loan production income” line item of the condensed consolidated statements of operations. | | | | | | | | | | | | | (In thousands) | September 30,
2024 | | December 31,
2023 | | Mortgage loans, unpaid principal balance | $ | 9,945,707 | | | $ | 5,380,119 | | | Premiums paid on mortgage loans | 117,241 | | | 55,112 | | | Fair value adjustment | 78,735 | | | 14,653 | | | Mortgage loans at fair value | $ | 10,141,683 | | | $ | 5,449,884 | |
|
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-Name Accounting Standards Codification
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v3.24.3
Derivatives (Tables)
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Derivative Instruments and Hedging Activities Disclosure [Abstract] |
|
| Schedule of Derivative Instruments |
The notional amounts and fair values of derivative financial instruments not designated as hedging instruments were as follows (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | September 30, 2024 | | December 31, 2023 | | | Fair value | | | | Fair value | | | | | | Derivative
assets | | Derivative
liabilities | | Notional
Amount | | Derivative
assets | | Derivative
liabilities | | Notional
Amount | | | IRLCs | $ | 23,151 | | | $ | 23,319 | | | $ | 13,583,573 | | (a) | $ | 29,623 | | | $ | 2,933 | | | $ | 6,264,727 | | (a) | | FLSCs | 43,826 | | | 4,952 | | | 17,259,672 | | | 3,396 | | | 37,848 | | | 10,469,975 | | | Interest rate swap futures | — | | | 65,328 | | | 8,420,000 | | | — | | | — | | | — | | | | Total | $ | 66,977 | | | $ | 93,599 | | | | | $ | 33,019 | | | $ | 40,781 | | | | |
(a)Notional amounts have been adjusted for pullthrough rates of 78% and 76% as of September 30, 2024 and December 31, 2023, respectively.
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v3.24.3
Accounts Receivable, Net (Tables)
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Receivables [Abstract] |
|
| Schedule of Accounts Receivable |
The following summarizes accounts receivable, net (in thousands): | | | | | | | | | | | | | | September 30,
2024 | | December 31,
2023 | Margin deposits | $ | 208,323 | | | $ | 97,109 | | | Servicing fees | 133,472 | | | 164,629 | | | Servicing advances | 89,687 | | | 177,021 | | | Receivables from sales of servicing | 63,756 | | | 48,936 | | | Origination receivables | 61,084 | | | 26,426 | | | Derivative settlements receivable | 8,761 | | | 1,794 | | | Other receivables | 532 | | | 753 | | | Provision for current expected credit losses | (3,714) | | | (4,598) | | | Total accounts receivable, net | $ | 561,901 | | | $ | 512,070 | |
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v3.24.3
Mortgage Servicing Rights (Tables)
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Transfers and Servicing [Abstract] |
|
| Summary of Mortgage Servicing Rights |
The following table summarizes changes in the MSR assets for the three and nine months ended September 30, 2024 and 2023 (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | For the three months ended September 30, | | For the nine months ended September 30, | | 2024 | | 2023 | | 2024 | | 2023 | | | | Fair value, beginning of period | $ | 2,650,090 | | | $ | 4,224,207 | | | $ | 4,026,136 | | | $ | 4,453,261 | | | | | Capitalization of MSRs | 761,928 | | | 637,280 | | | 1,980,550 | | | 1,803,648 | | | | MSR and excess servicing sales | (186,633) | | | (617,474) | | | (2,667,665) | | | (1,721,827) | | | | | Changes in fair value: | | | | | | | | | | Due to changes in valuation inputs or assumptions | (263,893) | | | 236,044 | | | (161,056) | | | 177,655 | | | | | Due to collection/realization of cash flows/other | (161,438) | | | (127,838) | | | (377,911) | | | (360,518) | | | | | | | | | | | | | | | Fair value, end of period | $ | 2,800,054 | | | $ | 4,352,219 | | | $ | 2,800,054 | | | $ | 4,352,219 | | | |
The following is a summary of the components of the total change in fair value of MSRs as reported in the condensed consolidated statements of operations (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | For the three months ended September 30, | | For the nine months ended September 30, | | 2024 | | 2023 | | 2024 | | 2023 | | | | Changes in fair value: | | | | | | | | | | | Due to changes in valuation inputs and assumptions | $ | (263,893) | | | $ | 236,044 | | | $ | (161,056) | | | $ | 177,655 | | | | | Due to collection/realization of cash flows and other | (161,438) | | | (127,838) | | | (377,911) | | | (360,518) | | | | | | | | | | | | | | | Net reserves and transaction costs on sales of servicing rights | (20,769) | | | (15,297) | | | (65,181) | | | (36,867) | | | | | Changes in fair value of mortgage servicing rights | $ | (446,100) | | | $ | 92,909 | | | $ | (604,148) | | | $ | (219,730) | | | |
|
| Summary of Loan Servicing Income |
The following table summarizes the loan servicing income recognized during the three and nine months ended September 30, 2024 and 2023, respectively (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | For the three months ended September 30, | | For the nine months ended September 30, | | 2024 | | 2023 | | 2024 | | 2023 | | | | Contractual servicing fees | $ | 131,614 | | | $ | 196,509 | | | $ | 451,399 | | | $ | 600,960 | | | | | Late, ancillary and other fees | 3,139 | | | 3,919 | | | 11,966 | | | 11,245 | | | | | Loan servicing income | $ | 134,753 | | | $ | 200,428 | | | $ | 463,365 | | | $ | 612,205 | | | |
|
| Summary of Key Assumptions Used in Determining the Fair Value |
The key unobservable inputs used in determining the fair value of the Company’s MSRs were as follows at September 30, 2024 and December 31, 2023, respectively: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | September 30,
2024 | | December 31,
2023 | | Range | | Weighted Average | | Range | | Weighted Average | | Discount rates | 9.5 | % | — | 16.0 | % | | 11.0 | % | | 10.0 | % | — | 16.0 | % | | 11.1 | % | | Annual prepayment speeds | 4.5 | % | — | 23.3 | % | | 9.8 | % | | 5.3 | % | — | 21.9 | % | | 9.6 | % | | Cost of servicing | $74 | | — | $119 | | | $83 | | | $74 | | — | $111 | | | $84 | |
|
| Schedule of Analysis of Change in Fair Value |
The hypothetical effect of adverse changes in these key assumptions would result in a decrease in fair values as follows at September 30, 2024 and December 31, 2023, respectively, (in thousands): | | | | | | | | | | | | | | September 30,
2024 | | December 31,
2023 | | Discount rate: | | | | | + 10% adverse change – effect on value | $ | (113,254) | | | $ | (140,727) | | | + 20% adverse change – effect on value | (217,288) | | | (269,702) | | | Prepayment speeds: | | | | | + 10% adverse change – effect on value | $ | (105,866) | | | $ | (124,651) | | | + 20% adverse change – effect on value | (203,720) | | | (240,082) | | | Cost of servicing: | | | | | + 10% adverse change – effect on value | $ | (26,082) | | | $ | (31,869) | | | + 20% adverse change – effect on value | (52,164) | | | (63,738) | |
|
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v3.24.3
Warehouse and Other Secured Lines of Credit (Tables)
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Debt Disclosure [Abstract] |
|
| Schedule of Lines of Credit |
The Company had the following warehouse lines of credit with financial institutions as of September 30, 2024 and December 31, 2023, respectively, (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | Warehouse Lines of Credit 1, 5 | | Date of Initial Agreement With Warehouse Lender | | Current Agreement Expiration Date | | Total Advanced Against Line as of September 30,
2024 | | Total Advanced Against Line as of December 31,
2023 | | Master Repurchase Agreement ("MRA") Funding Limits as of September 30, 2024: | | | | | | | | | $300 Million | | 2/26/2016 | | 12/19/2024 | | $ | 276,679 | | | $ | 271,179 | | $3.0 Billion | | 12/31/2014 | | 2/19/2025 | | 2,530,592 | | | 1,252,169 | | $750 Million | | 3/7/2019 | | 2/20/2025 | | 675,758 | | | 213,556 | | $500 Million | | 4/23/2021 | | 4/23/2025 | | 449,259 | | | 103,729 | | $500 Million | | 2/29/2012 | | 5/16/2025 | | 453,645 | | | 489,117 | | $1.0 Billion | | 7/24/2020 | | 8/28/2025 | | 944,551 | | | 791,760 | | $1.0 Billion4 | | 7/10/2012 | | 9/30/2025 | | 674,412 | | | 175,604 | | $4.0 Billion | | 5/9/2019 | | 11/28/2025 | | 2,649,879 | | | 1,475,368 | | $500 Million | | 10/30/2020 | | 6/26/2026 | | 447,935 | | | 75,691 | | | | | | | | | | | | Early Funding: | | | | | | | | | | $600 Million (ASAP + - see below) | | | No expiration | | — | | | — | | | $750 Million (EF - see below) | | | | No expiration | | 105,036 | | | 53,917 | | | | | | | | | | | | $ | 9,207,746 | | | $ | 4,902,090 | | | All interest rates are variable based upon a spread to SOFR or other alternative index. |
1 An aggregate of $750.0 million of these line amounts is committed as of September 30, 2024. 2 Subsequent to September 30, 2024, the funding limit on this line was increased to $1.0 billion. 3 Subsequent to September 30, 2024, the funding limit on this line was increased to $750.0 million. 4 Subsequent to September 30, 2024, the funding limit on this line was increased to $1.5 billion, $150.0 million of which is committed, for a total of $900.0 million of committed line amounts as of October 31, 2024. 5 Interest rates under these funding facilities are based on a reference interest rate benchmark plus a spread, which ranged from 1.35% to 1.95% for substantially all of our loan production volume as of September 30, 2024.
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v3.24.3
Other Borrowings (Tables)
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Debt Disclosure [Abstract] |
|
| Summary of Senior Unsecured Notes |
The following is a summary of the senior unsecured notes issued by the Company (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | Facility Type | | Maturity Date | | Interest Rate | | Outstanding Principal at September 30, 2024 | | Outstanding Principal at December 31, 2023 | | | | | | | | 2025 Senior Unsecured Notes(1) | | 11/15/2025 | | 5.50 | % | | $ | 800,000 | | | $ | 800,000 | | 2029 Senior Unsecured Notes(2) | | 04/15/2029 | | 5.50 | % | | 700,000 | | | 700,000 | | 2027 Senior Unsecured Notes(3) | | 06/15/2027 | | 5.75 | % | | 500,000 | | | 500,000 | | | Total Senior Unsecured Notes | | | | | | $ | 2,000,000 | | | $ | 2,000,000 | | | | | | | | | | | | Weighted average interest rate | | | | | | 5.56 | % | | 5.56 | % |
(1) Unamortized debt issuance costs and discounts are presented net against the 2025 Senior Notes reducing the amount reported on the condensed consolidated balance sheets by $2.5 million and $4.1 million as of September 30, 2024 and December 31, 2023, respectively. (2) Unamortized debt issuance costs and discounts are presented net against the 2029 Senior Notes reducing the amount reported on the condensed consolidated balance sheets by $4.0 million and $4.6 million as of September 30, 2024 and December 31, 2023, respectively. (3) Unamortized debt issuance costs and discounts are presented net against the 2027 Senior Notes reducing the amount reported on the condensed consolidated balance sheets by $2.3 million and $3.0 million as of September 30, 2024 and December 31, 2023, respectively.
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v3.24.3
Commitment and Contingencies (Tables)
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Commitments and Contingencies Disclosure [Abstract] |
|
| Activity of Representation and Warranties Reserve |
The activity of the representations and warranties reserve was as follows (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the three months ended September 30, | | For the nine months ended September 30, | | | 2024 | | 2023 | | 2024 | | 2023 | | | | Balance, beginning of period | $ | 70,543 | | | $ | 59,093 | | | $ | 62,865 | | | $ | 60,495 | | | | | Additions | 16,329 | | | 12,181 | | | 40,185 | | | 39,811 | | | | Loss realized, net of adjustments | 1,964 | | | (8,221) | | | (14,214) | | | (37,253) | | | | | Balance, end of period | $ | 88,836 | | | $ | 63,053 | | | $ | 88,836 | | | $ | 63,053 | | | |
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v3.24.3
Accounts Payable, Accrued Expenses and Other (Tables)
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Payables and Accruals [Abstract] |
|
| Schedule of Accounts Payable, Accrued Expenses and Other |
The following summarizes accounts payable, accrued expenses and other (in thousands):
| | | | | | | | | | | | | September 30, 2024 | | December 31, 2023 | Servicing fees payable | $ | 95,256 | | | $ | 99,694 | | Representations and warranties reserve | 88,836 | | | 62,865 | | | Accrued compensation and benefits | 88,372 | | | 82,745 | | | Accrued interest and bank fees | 70,062 | | | 24,985 | | Derivative settlements payable | 53,783 | | | 64,777 | | Other accrued expenses | 52,734 | | | 12,199 | | | TRA liability | 32,820 | | | 15,494 | | | Other accounts payable | 31,918 | | | 43,174 | | | Investor payables | 27,716 | | | 25,001 | | | Deferred tax liability | 21,130 | | | 30,334 | | Public and Private Warrants | 11,238 | | | 7,833 | | Total accounts payable, accrued expenses and other | $ | 573,865 | | | $ | 469,101 | |
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v3.24.3
Non-controlling Interests (Tables)
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Noncontrolling Interest [Abstract] |
|
| Summary of Ownership of Units |
The following table summarizes the ownership of units in Holdings LLC as of: | | | | | | | | | | | | | | | | | | | | | | | | | September 30, 2024 | | December 31, 2023 | | Common Units | | Ownership Percentage | | Common Units | | Ownership Percentage | | UWM Holdings Corporation ownership of Class A Common Units | 113,150,968 | | | 7.08 | % | | 93,654,269 | | | 5.87 | % | | SFS Corp. ownership of Class B Common Units | 1,485,027,775 | | | 92.92 | % | | 1,502,069,787 | | | 94.13 | % | | Balance at end of period | 1,598,178,743 | | | 100.00 | % | | 1,595,724,056 | | | 100.0 | % |
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v3.24.3
Fair Value Measurements (Tables)
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Fair Value Disclosures [Abstract] |
|
| Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis |
The following are the major categories of financial assets and liabilities measured at fair value on a recurring basis (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | September 30, 2024 | | Description | | Level 1 | | Level 2 | | Level 3 | | Total | | Assets: | | | | | | | | | | Mortgage loans at fair value | $ | — | | | $ | 10,141,683 | | | $ | — | | | $ | 10,141,683 | | | IRLCs | | — | | | — | | | 23,151 | | | 23,151 | | | FLSCs | | — | | | 43,826 | | | — | | | 43,826 | | | | | | | | | | | | Investment securities at fair value, pledged | | — | | | 108,964 | | | — | | | 108,964 | | | Mortgage servicing rights | | — | | | — | | | 2,800,054 | | | 2,800,054 | | | Total assets | | $ | — | | | $ | 10,294,473 | | | $ | 2,823,205 | | | $ | 13,117,678 | | | Liabilities: | | | | | | | | | | IRLCs | | $ | — | | | $ | — | | | $ | 23,319 | | | $ | 23,319 | | | FLSCs | | — | | | 4,952 | | | — | | | 4,952 | | Interest rate swap futures | | 65,328 | | | — | | | — | | | 65,328 | | | Public and Private Warrants | | 6,375 | | | 4,863 | | | — | | | 11,238 | | | Total liabilities | | $ | 71,703 | | | $ | 9,815 | | | $ | 23,319 | | | $ | 104,837 | | | | | | | | | | | | | | December 31, 2023 | | Description | | Level 1 | | Level 2 | | Level 3 | | Total | | Assets: | | | | | | | | | | Mortgage loans at fair value | $ | — | | | $ | 5,449,884 | | | $ | — | | | $ | 5,449,884 | | | IRLCs | | — | | | — | | | 29,623 | | | 29,623 | | | FLSCs | | — | | | 3,396 | | | — | | | 3,396 | | | Investment securities at fair value, pledged | | — | | | 110,352 | | | — | | | 110,352 | | | Mortgage servicing rights | | — | | | — | | | 4,026,136 | | | 4,026,136 | | | Total assets | | $ | — | | | $ | 5,563,632 | | | $ | 4,055,759 | | | $ | 9,619,391 | | | Liabilities: | | | | | | | | | | IRLCs | | $ | — | | | $ | — | | | $ | 2,933 | | | $ | 2,933 | | | FLSCs | | — | | | 37,848 | | | — | | | 37,848 | | | Public and Private warrants | | 3,078 | | | 4,755 | | | — | | | 7,833 | | | Total liabilities | | $ | 3,078 | | | $ | 42,603 | | | $ | 2,933 | | | $ | 48,614 | |
|
| Quantitative Information on Recurring Level 3 Fair Value Financial Instruments |
The following table presents quantitative information about the inputs used in recurring Level 3 fair value financial instruments and the fair value measurements for IRLCs:
| | | | | | | | | | | | | Unobservable Input - IRLCs | September 30, 2024 | | December 31, 2023 | Pullthrough rate (weighted avg.) | 78 | % | | 76 | % |
|
| Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis |
The following table presents the carrying amounts and estimated fair value of the Company's financial liabilities that are not measured at fair value on a recurring or nonrecurring basis (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | September 30, 2024 | | December 31, 2023 | | | Carrying Amount | | Estimated Fair Value | | Carrying Amount | | Estimated Fair Value | | 2025 Senior Notes, due 11/15/25 | | $ | 797,536 | | | $ | 799,032 | | | $ | 795,894 | | | $ | 795,144 | | | 2029 Senior Notes, due 4/15/29 | | 696,027 | | | 682,255 | | | 695,370 | | | 662,396 | | | 2027 Senior Notes, due 6/15/27 | | 497,653 | | | 497,330 | | | 497,003 | | | 490,825 | | | | $ | 1,991,216 | | | $ | 1,978,617 | | | $ | 1,988,267 | | | $ | 1,948,365 | |
|
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-Section 55
-Paragraph 103
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v3.24.3
Stock-Based Compensation (Tables)
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Share-Based Payment Arrangement [Abstract] |
|
| Summary of RSU Activity |
The following is a summary of RSU activity for the three and nine months ended September 30, 2024 and 2023: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the three months ended September 30, | | | | | | | | 2024 | | 2023 | | | | | | | | Shares | | Weighted Average Grant Date Fair Value | | Shares | | Weighted Average Grant Date Fair Value | | | | | | Unvested - beginning of period | | | | | 7,883,531 | | | $ | 6.01 | | | 6,195,404 | | | $ | 5.20 | | | | | | | Granted | | | | | 11,138,840 | | | 7.27 | | | 105,216 | | | 6.56 | | | | | | | Vested | | | | | (522,242) | | | 3.79 | | | (540,475) | | | 3.61 | | | | | | | Forfeited | | | | | (246,564) | | | 6.85 | | | (106,883) | | | 5.05 | | | | | | | Unvested - end of period | | | | | 18,253,565 | | | $ | 6.83 | | | 5,653,262 | | | $ | 5.41 | | | | | | | | | | | | | | | | | | | | | | | | | | | For the nine months ended September 30, | | | | | | 2024 | | 2023 | | | | | | | | Shares | | Weighted Average Grant Date Fair Value | | Shares | | Weighted Average Grant Date Fair Value | | | | | | Unvested - beginning of period | | | | | 7,867,321 | | | $ | 5.89 | | | 4,005,801 | | | $ | 5.30 | | | | | | | Granted | | | | | 13,589,182 | | | 7.14 | | | 3,371,566 | | | 5.73 | | | | | | | Vested | | | | | (2,591,003) | | | 5.74 | | | (1,358,083) | | | 6.07 | | | | | | | Forfeited | | | | | (611,935) | | | 6.31 | | | (366,022) | | | 4.74 | | | | | | | Unvested - end of period | | | | | 18,253,565 | | | $ | 6.83 | | | 5,653,262 | | | $ | 5.41 | | | | | |
|
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v3.24.3
Earnings Per Share (Tables)
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Earnings Per Share [Abstract] |
|
| Calculation of Basic and Diluted Earnings per Share |
The following table sets forth the calculation of basic and diluted earnings (loss) per share for the periods ended September 30, 2024 and 2023 (in thousands, except shares and per share amounts): | | | | | | | | | | | | | | | | | | | | | | | | | | | For the three months ended September 30, | | For the nine months ended September 30, | | 2024 | | 2023 | | 2024 | | 2023 | | | Net income | $ | 31,945 | | | $ | 300,993 | | | $ | 288,762 | | | $ | 391,174 | | | | Net income attributable to non-controlling interests | 38,240 | | | 282,762 | | | 283,277 | | | 377,326 | | | | Net income (loss) attributable to UWMC | (6,295) | | | 18,231 | | | 5,485 | | | 13,848 | | | | | Numerator: | | | | | | | | | | Net income (loss) attributable to Class A common shareholders | $ | (6,295) | | | $ | 18,231 | | | $ | 5,485 | | | $ | 13,848 | | | | Net income (loss) attributable to Class A common shareholders - diluted | $ | (6,295) | | | $ | 234,712 | | | $ | 5,485 | | | $ | 13,848 | | | | | Denominator: | | | | | | | | | | | Weighted average shares of Class A common stock outstanding - basic | 99,801,301 | | | 93,290,736 | | | 96,530,282 | | | 93,107,576 | | | | | Weighted average shares of Class A common stock outstanding - diluted | 99,801,301 | | | 1,596,624,780 | | | 96,530,282 | | | 93,107,576 | | | | Earnings (loss) per share of Class A common stock outstanding - basic | $ | (0.06) | | | $ | 0.20 | | | $ | 0.06 | | | $ | 0.15 | | | | Earnings (loss) per share of Class A common stock outstanding - diluted | $ | (0.06) | | | $ | 0.15 | | | $ | 0.06 | | | $ | 0.15 | | | |
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-Topic 260
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-Section 50
-Paragraph 1
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v3.24.3
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Organization (Details)
|
9 Months Ended |
|
|
|
Sep. 30, 2024
shares
|
Jan. 21, 2021
vote
tradingDay
$ / shares
shares
|
Jan. 20, 2021
shares
|
| Minimum |
|
|
|
| Organization Consolidation And Presentation Of Financial Statements [Line Items] |
|
|
|
| Business combination trading day period | tradingDay |
|
10
|
|
| Maximum |
|
|
|
| Organization Consolidation And Presentation Of Financial Statements [Line Items] |
|
|
|
| Business combination trading day period | tradingDay |
|
30
|
|
| Triggering Event 1 |
|
|
|
| Organization Consolidation And Presentation Of Financial Statements [Line Items] |
|
|
|
| Paired interests (in shares) |
|
22,690,421
|
|
| Triggering Event 2 |
|
|
|
| Organization Consolidation And Presentation Of Financial Statements [Line Items] |
|
|
|
| Paired interests (in shares) |
|
22,690,421
|
|
| Triggering Event 3 |
|
|
|
| Organization Consolidation And Presentation Of Financial Statements [Line Items] |
|
|
|
| Paired interests (in shares) |
|
22,690,421
|
|
| Triggering Event 4 |
|
|
|
| Organization Consolidation And Presentation Of Financial Statements [Line Items] |
|
|
|
| Paired interests (in shares) |
|
22,690,421
|
|
| Common Class A |
|
|
|
| Organization Consolidation And Presentation Of Financial Statements [Line Items] |
|
|
|
| Number of votes | vote |
|
1
|
|
| Conversion ratio |
1
|
|
|
| Common Class A | Triggering Event 1 |
|
|
|
| Organization Consolidation And Presentation Of Financial Statements [Line Items] |
|
|
|
| Share price (in usd per share) | $ / shares |
|
$ 13.00
|
|
| Common Class A | Triggering Event 2 |
|
|
|
| Organization Consolidation And Presentation Of Financial Statements [Line Items] |
|
|
|
| Share price (in usd per share) | $ / shares |
|
15.00
|
|
| Common Class A | Triggering Event 3 |
|
|
|
| Organization Consolidation And Presentation Of Financial Statements [Line Items] |
|
|
|
| Share price (in usd per share) | $ / shares |
|
17.00
|
|
| Common Class A | Triggering Event 4 |
|
|
|
| Organization Consolidation And Presentation Of Financial Statements [Line Items] |
|
|
|
| Share price (in usd per share) | $ / shares |
|
$ 19.00
|
|
| Common Class C |
|
|
|
| Organization Consolidation And Presentation Of Financial Statements [Line Items] |
|
|
|
| Number of votes | vote |
|
1
|
|
| Common Class B |
|
|
|
| Organization Consolidation And Presentation Of Financial Statements [Line Items] |
|
|
|
| Number of votes | vote |
|
10
|
|
| Exchange ratio (in shares) |
1
|
|
|
| Common Class D |
|
|
|
| Organization Consolidation And Presentation Of Financial Statements [Line Items] |
|
|
|
| Number of votes | vote |
|
10
|
|
| SFS Corp |
|
|
|
| Organization Consolidation And Presentation Of Financial Statements [Line Items] |
|
|
|
| Ownership percent |
|
6.00%
|
|
| UWM Holdings Corporation |
|
|
|
| Organization Consolidation And Presentation Of Financial Statements [Line Items] |
|
|
|
| Ownership percent |
|
94.00%
|
|
| UWM |
|
|
|
| Organization Consolidation And Presentation Of Financial Statements [Line Items] |
|
|
|
| Number of units authorized (in shares) |
|
|
1
|
| Number of units issued (in shares) |
|
|
1
|
| Number of units outstanding (in shares) |
|
|
1
|
| X |
- DefinitionPercentage of voting equity interests acquired at the acquisition date in the business combination. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
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-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
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-Topic 505
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-Name Accounting Standards Codification
-Section S99
-Paragraph 4
-Subparagraph (SAB Topic 4.C)
-Publisher FASB
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v3.24.3
| X |
- References
+ Details
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| Namespace Prefix: |
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|
v3.24.3
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Public and Private Warrants (Details)
|
1 Months Ended |
|
|
|
|
Jan. 31, 2020
$ / shares
$ / warrant
$ / unit
shares
|
Sep. 30, 2024
shares
|
Dec. 31, 2023
shares
|
Jan. 21, 2021
shares
|
| Public Warrants |
|
|
|
|
| Class of Warrant or Right [Line Items] |
|
|
|
|
| Number of warrants outstanding (in shares) |
|
|
|
10,624,987
|
| Private Warrants |
|
|
|
|
| Class of Warrant or Right [Line Items] |
|
|
|
|
| Number of warrants outstanding (in shares) |
|
|
|
5,250,000
|
| Common Class A |
|
|
|
|
| Class of Warrant or Right [Line Items] |
|
|
|
|
| Number of common shares issued (in shares) |
|
113,150,968
|
93,654,269
|
|
| Gores Holdings IV, Inc. | Public Warrants |
|
|
|
|
| Class of Warrant or Right [Line Items] |
|
|
|
|
| Exercise price of warrants (in usd per share) | $ / shares |
$ 11.50
|
|
|
|
| Gores Holdings IV, Inc. | Private Warrants |
|
|
|
|
| Class of Warrant or Right [Line Items] |
|
|
|
|
| Exercise price of warrants (in usd per share) | $ / shares |
$ 11.50
|
|
|
|
| Number of warrants outstanding (in shares) |
5,250,000
|
|
|
|
| Purchase price of warrants (in usd per warrant) | $ / warrant |
2.00
|
|
|
|
| Gores Holdings IV, Inc. | Common Class A | Public Warrants |
|
|
|
|
| Class of Warrant or Right [Line Items] |
|
|
|
|
| Number of shares called by each warrant (in shares) |
1
|
|
|
|
| Gores Holdings IV, Inc. | Common Class A | Private Warrants |
|
|
|
|
| Class of Warrant or Right [Line Items] |
|
|
|
|
| Number of shares called by each warrant (in shares) |
1
|
|
|
|
| Gores Holdings IV, Inc. | IPO |
|
|
|
|
| Class of Warrant or Right [Line Items] |
|
|
|
|
| Number of units issued during period (in shares) |
42,500,000
|
|
|
|
| Unit price (in usd per unit) | $ / unit |
10.00
|
|
|
|
| Number of warrants issued (in shares) |
0.25
|
|
|
|
| Gores Holdings IV, Inc. | IPO | Common Class A |
|
|
|
|
| Class of Warrant or Right [Line Items] |
|
|
|
|
| Number of common shares issued (in shares) |
1
|
|
|
|
| X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
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|
| X |
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|
| X |
- DefinitionNumber of securities into which each warrant or right may be converted. For example, but not limited to, each warrant may be converted into two shares.
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| Namespace Prefix: |
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|
| X |
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| Namespace Prefix: |
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| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
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| Period Type: |
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|
| X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
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|
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|
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|
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| Balance Type: |
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v3.24.3
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Paragraph 3
-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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v3.24.3
Mortgage Loans at Fair Value (Details) - USD ($)
$ in Thousands |
Sep. 30, 2024 |
Dec. 31, 2023 |
| Receivables [Abstract] |
|
|
| Mortgage loans, unpaid principal balance |
$ 9,945,707
|
$ 5,380,119
|
| Premiums paid on mortgage loans |
117,241
|
55,112
|
| Fair value adjustment |
78,735
|
14,653
|
| Mortgage loans at fair value |
$ 10,141,683
|
$ 5,449,884
|
| X |
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v3.24.3
Derivatives - Schedule of Derivative Instruments (Details) - USD ($)
$ in Thousands |
9 Months Ended |
12 Months Ended |
Sep. 30, 2024 |
Dec. 31, 2023 |
| Derivative [Line Items] |
|
|
| Derivative assets |
$ 66,977
|
$ 33,019
|
| Derivative liabilities |
$ 93,599
|
$ 40,781
|
| Derivative blended weighted average pullthrough rate (in percent) |
78.00%
|
76.00%
|
| Not Designated as Hedging Instrument |
|
|
| Derivative [Line Items] |
|
|
| Derivative assets |
$ 66,977
|
$ 33,019
|
| Derivative liabilities |
93,599
|
40,781
|
| Not Designated as Hedging Instrument | IRLCs |
|
|
| Derivative [Line Items] |
|
|
| Derivative assets |
23,151
|
29,623
|
| Derivative liabilities |
23,319
|
2,933
|
| Notional Amount |
13,583,573
|
6,264,727
|
| Not Designated as Hedging Instrument | FLSCs |
|
|
| Derivative [Line Items] |
|
|
| Derivative assets |
43,826
|
3,396
|
| Derivative liabilities |
4,952
|
37,848
|
| Notional Amount |
17,259,672
|
10,469,975
|
| Not Designated as Hedging Instrument | Interest rate swap futures |
|
|
| Derivative [Line Items] |
|
|
| Derivative assets |
0
|
0
|
| Derivative liabilities |
65,328
|
0
|
| Notional Amount |
$ 8,420,000
|
$ 0
|
| X |
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 16: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-6
Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Publisher FASB
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/exampleRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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v3.24.3
Accounts Receivable, Net (Details) - USD ($)
$ in Thousands |
Sep. 30, 2024 |
Dec. 31, 2023 |
| Receivables [Abstract] |
|
|
| Margin deposits |
$ 208,323
|
$ 97,109
|
| Servicing fees |
133,472
|
164,629
|
| Servicing advances |
89,687
|
177,021
|
| Receivables from sales of servicing |
63,756
|
48,936
|
| Origination receivables |
61,084
|
26,426
|
| Derivative settlements receivable |
8,761
|
1,794
|
| Other receivables |
532
|
753
|
| Provision for current expected credit losses |
(3,714)
|
(4,598)
|
| Total accounts receivable, net |
$ 561,901
|
$ 512,070
|
| X |
- DefinitionThe amount owed to the reporting entity by counterparties in securitized loan transactions.
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-Topic 946
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 944
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-Section S99
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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v3.24.3
Mortgage Servicing Rights - Additional Information (Details) - USD ($)
$ in Thousands |
3 Months Ended |
9 Months Ended |
|
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Dec. 31, 2023 |
| Mortgage Servicing Rights [Line Items] |
|
|
|
|
|
| Mortgage servicing rights |
$ 2,800,054
|
|
$ 2,800,054
|
|
$ 4,026,136
|
| Net proceeds from sale of mortgage servicing rights |
|
|
2,607,316
|
$ 1,669,216
|
|
| MSR |
|
|
|
|
|
| Mortgage Servicing Rights [Line Items] |
|
|
|
|
|
| Mortgage servicing rights |
212,200,000
|
|
212,200,000
|
|
$ 299,500,000
|
| MSRs sold |
7,400,000
|
$ 37,500,000
|
160,900,000
|
99,200,000
|
|
| Net proceeds from sale of mortgage servicing rights |
68,400
|
496,300
|
2,300,000
|
1,300,000
|
|
| Net reserves and transaction costs on sales of servicing rights |
20,769
|
15,297
|
65,181
|
36,867
|
|
| Excess Servicing Cash Flows |
|
|
|
|
|
| Mortgage Servicing Rights [Line Items] |
|
|
|
|
|
| MSRs sold |
15,400,000
|
14,700,000
|
42,700,000
|
78,100,000
|
|
| Net proceeds from sale of mortgage servicing rights |
$ 118,400
|
$ 123,200
|
$ 333,800
|
$ 428,700
|
|
| X |
- DefinitionThe cash inflow from the sale of servicing rights, which contractually entitle the servicer to receive fees and ancillary revenues for performing billing, collection, disbursement and recordkeeping services in connection with a mortgage portfolio. Rights may be obtained via (1) acquisition or assumption of a servicing obligation that does not relate to financial assets of the servicer or its consolidated affiliates; or (2) by originating mortgage loans and then (a) transferring the loans to a Variable Interest Entity (VIE) in a transaction that meets the necessary transfer and classification requirements, or (b) transferring the loans in a transaction that meets the requirements for sale accounting. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 860
-SubTopic 20
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-Section 50
-Paragraph 3
-Subparagraph (d)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 50
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-Section 45
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v3.24.3
Mortgage Servicing Rights - Summary of Mortgage Servicing Rights Activity (Details) - MSR - USD ($)
$ in Thousands |
3 Months Ended |
9 Months Ended |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
| Servicing Asset at Fair Value, Amount [Roll Forward] |
|
|
|
|
| Fair value, beginning of period |
$ 2,650,090
|
$ 4,224,207
|
$ 4,026,136
|
$ 4,453,261
|
| Capitalization of MSRs |
761,928
|
637,280
|
1,980,550
|
1,803,648
|
| MSR and excess servicing sales |
(186,633)
|
(617,474)
|
(2,667,665)
|
(1,721,827)
|
| Due to changes in valuation inputs or assumptions |
(263,893)
|
236,044
|
(161,056)
|
177,655
|
| Due to collection/realization of cash flows/other |
(161,438)
|
(127,838)
|
(377,911)
|
(360,518)
|
| Fair value, end of period |
2,800,054
|
4,352,219
|
2,800,054
|
4,352,219
|
| Changes in fair value: |
|
|
|
|
| Due to changes in valuation inputs and assumptions |
(263,893)
|
236,044
|
(161,056)
|
177,655
|
| Due to collection/realization of cash flows and other |
(161,438)
|
(127,838)
|
(377,911)
|
(360,518)
|
| Net reserves and transaction costs on sales of servicing rights |
(20,769)
|
(15,297)
|
(65,181)
|
(36,867)
|
| Changes in fair value of mortgage servicing rights |
$ (446,100)
|
$ 92,909
|
$ (604,148)
|
$ (219,730)
|
| X |
- DefinitionThe value of new servicing assets, subsequently measured at fair value, acquired or created during the current period through purchases or from transfers of financial assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 50
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481229/860-50-50-3
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| X |
- DefinitionFair value of an asset representing net future revenue from contractually specified servicing fees, late charges, and other ancillary revenues, in excess of future costs related to servicing arrangements. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 50
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481229/860-50-50-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 50
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481260/860-50-45-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 50
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481260/860-50-45-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 50
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481260/860-50-45-2
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-Topic 860
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-Section 50
-Paragraph 3
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v3.24.3
Mortgage Servicing Rights - Summary of Loan Servicing Income (Details) - USD ($)
$ in Thousands |
3 Months Ended |
9 Months Ended |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
| Transfers and Servicing [Abstract] |
|
|
|
|
| Contractual servicing fees |
$ 131,614
|
$ 196,509
|
$ 451,399
|
$ 600,960
|
| Late, ancillary and other fees |
3,139
|
3,919
|
11,966
|
11,245
|
| Loan servicing income |
$ 134,753
|
$ 200,428
|
$ 463,365
|
$ 612,205
|
| X |
- DefinitionAll amounts that, per contract, are due to the servicer in exchange for servicing the financial asset and would no longer be received by a servicer if the beneficial owners of the serviced assets (or their trustees or agents) were to exercise their actual or potential authority under the contract to shift the servicing to another servicer. Depending on the servicing contract, those fees may include some or all of the difference between the interest rate collected on the asset being serviced and the rate to be paid to the beneficial owners of the asset. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 50
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481229/860-50-50-2
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-Topic 860
-SubTopic 50
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481229/860-50-50-2
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v3.24.3
| X |
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-Topic 860
-SubTopic 50
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
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-URI https://asc.fasb.org/1943274/2147481229/860-50-50-2
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-Topic 860
-SubTopic 50
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481229/860-50-50-2
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-Topic 860
-SubTopic 50
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481229/860-50-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 50
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481229/860-50-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 50
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481229/860-50-50-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 50
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)(4)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481229/860-50-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 50
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147481229/860-50-50-4
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v3.24.3
Mortgage Servicing Rights - Schedule of Analysis of Change in Fair Value (Details) - MSR - USD ($)
$ in Thousands |
Sep. 30, 2024 |
Dec. 31, 2023 |
| Sensitivity Analysis of Fair Value of Interests Continued to be Held by Transferor, Servicing Assets or Liabilities, Impact of Adverse Change in Assumption [Line Items] |
|
|
| + 10% adverse change – effect on value, discount rate |
$ (113,254)
|
$ (140,727)
|
| + 20% adverse change – effect on value, discount rate |
(217,288)
|
(269,702)
|
| + 10% adverse change – effect on value, prepayment speeds |
(105,866)
|
(124,651)
|
| + 20% adverse change – effect on value, prepayment speeds |
(203,720)
|
(240,082)
|
| + 10% adverse change – effect on value, cost of servicing |
(26,082)
|
(31,869)
|
| + 20% adverse change – effect on value, cost of servicing |
$ (52,164)
|
$ (63,738)
|
| X |
- DefinitionThe hypothetical financial impact of a 10 percent adverse change of the discount rate on the fair value of transferor's interests in transferred financial assets (including any servicing assets or servicing liabilities) as of the balance sheet date. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 860
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481326/860-20-50-4
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-Topic 860
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481326/860-20-50-4
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-Topic 860
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481326/860-20-50-4
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-Topic 860
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481326/860-20-50-4
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-Topic 860
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481326/860-20-50-4
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v3.24.3
Warehouse and Other Secured Lines of Credit - Summary of Line of Credit (Details) - USD ($)
|
1 Months Ended |
9 Months Ended |
|
|
Nov. 08, 2024 |
Sep. 30, 2024 |
Oct. 31, 2024 |
Dec. 31, 2023 |
| Line of Credit Facility [Line Items] |
|
|
|
|
| Outstanding amount |
|
$ 300,000,000
|
|
$ 750,000,000
|
| Warehouse Line of Credit |
|
|
|
|
| Line of Credit Facility [Line Items] |
|
|
|
|
| Outstanding amount |
|
9,207,746,000
|
|
4,902,090,000
|
| Current aggregate committed amount |
|
$ 750,000,000.0
|
|
|
| Warehouse Line of Credit | Minimum |
|
|
|
|
| Line of Credit Facility [Line Items] |
|
|
|
|
| Basis spread on variable rate |
|
1.35%
|
|
|
| Warehouse Line of Credit | Maximum |
|
|
|
|
| Line of Credit Facility [Line Items] |
|
|
|
|
| Basis spread on variable rate |
|
1.95%
|
|
|
| Warehouse Line of Credit | Line of Credit Due December 19, 2024 |
|
|
|
|
| Line of Credit Facility [Line Items] |
|
|
|
|
| Maximum borrowing capacity |
|
$ 300,000,000
|
|
|
| Outstanding amount |
|
276,679,000
|
|
271,179,000
|
| Warehouse Line of Credit | Line of Credit Due February 19, 2025 |
|
|
|
|
| Line of Credit Facility [Line Items] |
|
|
|
|
| Maximum borrowing capacity |
|
3,000,000,000.0
|
|
|
| Outstanding amount |
|
2,530,592,000
|
|
1,252,169,000
|
| Warehouse Line of Credit | Line Of Credit Due February 20, 2025 |
|
|
|
|
| Line of Credit Facility [Line Items] |
|
|
|
|
| Maximum borrowing capacity |
|
750,000,000
|
|
|
| Outstanding amount |
|
675,758,000
|
|
213,556,000
|
| Warehouse Line of Credit | Line Of Credit Due February 20, 2025 | Subsequent Event |
|
|
|
|
| Line of Credit Facility [Line Items] |
|
|
|
|
| Funding limit increase (decrease) |
$ 1,000,000,000
|
|
|
|
| Warehouse Line of Credit | Line of Credit Due April 23, 2025 |
|
|
|
|
| Line of Credit Facility [Line Items] |
|
|
|
|
| Maximum borrowing capacity |
|
500,000,000
|
|
|
| Outstanding amount |
|
449,259,000
|
|
103,729,000
|
| Warehouse Line of Credit | Line of Credit Due April 23, 2025 | Subsequent Event |
|
|
|
|
| Line of Credit Facility [Line Items] |
|
|
|
|
| Funding limit increase (decrease) |
750,000,000.0
|
|
|
|
| Warehouse Line of Credit | Line Of Credit Due May 16, 2025 |
|
|
|
|
| Line of Credit Facility [Line Items] |
|
|
|
|
| Maximum borrowing capacity |
|
500,000,000
|
|
|
| Outstanding amount |
|
453,645,000
|
|
489,117,000
|
| Warehouse Line of Credit | Line Of Credit Due August 28, 2025 |
|
|
|
|
| Line of Credit Facility [Line Items] |
|
|
|
|
| Maximum borrowing capacity |
|
1,000,000,000.0
|
|
|
| Outstanding amount |
|
944,551,000
|
|
791,760,000
|
| Warehouse Line of Credit | Line of Credit Due September 30, 2025 |
|
|
|
|
| Line of Credit Facility [Line Items] |
|
|
|
|
| Maximum borrowing capacity |
|
1,000,000,000.0
|
|
|
| Outstanding amount |
|
674,412,000
|
|
175,604,000
|
| Warehouse Line of Credit | Line of Credit Due September 30, 2025 | Subsequent Event |
|
|
|
|
| Line of Credit Facility [Line Items] |
|
|
|
|
| Current aggregate committed amount |
150,000,000
|
|
$ 900,000,000
|
|
| Funding limit increase (decrease) |
$ 1,500,000,000
|
|
|
|
| Warehouse Line of Credit | Line of Credit Due November 28, 2025 |
|
|
|
|
| Line of Credit Facility [Line Items] |
|
|
|
|
| Maximum borrowing capacity |
|
4,000,000,000.0
|
|
|
| Outstanding amount |
|
2,649,879,000
|
|
1,475,368,000
|
| Warehouse Line of Credit | Line Of Credit Due June 26, 2026 |
|
|
|
|
| Line of Credit Facility [Line Items] |
|
|
|
|
| Maximum borrowing capacity |
|
500,000,000
|
|
|
| Outstanding amount |
|
447,935,000
|
|
75,691,000
|
| Warehouse Line of Credit | Line of Credit, ASAP program |
|
|
|
|
| Line of Credit Facility [Line Items] |
|
|
|
|
| Maximum borrowing capacity |
|
600,000,000
|
|
|
| Outstanding amount |
|
0
|
|
0
|
| Warehouse Line of Credit | Line of Credit, EF |
|
|
|
|
| Line of Credit Facility [Line Items] |
|
|
|
|
| Maximum borrowing capacity |
|
750,000,000
|
|
|
| Outstanding amount |
|
$ 105,036,000
|
|
$ 53,917,000
|
| X |
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v3.24.3
Warehouse and Other Secured Lines of Credit - Additional Information (Details) - USD ($)
|
3 Months Ended |
9 Months Ended |
|
|
|
|
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Jun. 27, 2024 |
Dec. 31, 2023 |
Mar. 31, 2023 |
Sep. 30, 2022 |
| Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
| Outstanding amount |
$ 300,000,000
|
|
$ 300,000,000
|
|
|
$ 750,000,000
|
|
|
| Warehouse Line of Credit |
|
|
|
|
|
|
|
|
| Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
| Outstanding amount |
9,207,746,000
|
|
9,207,746,000
|
|
|
4,902,090,000
|
|
|
| Warehouse Line of Credit | Line of Credit, ASAP program |
|
|
|
|
|
|
|
|
| Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
| Outstanding amount |
0
|
|
0
|
|
|
0
|
|
|
| Maximum borrowing capacity |
600,000,000
|
|
600,000,000
|
|
|
|
|
|
| Revolving Credit Facility | MSR Facility | Line of Credit |
|
|
|
|
|
|
|
|
| Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
| Outstanding amount |
150,000,000.0
|
|
150,000,000.0
|
|
|
500,000,000.0
|
|
|
| Maximum borrowing capacity |
|
|
|
|
$ 2,000,000,000
|
|
|
$ 1,500,000,000
|
| Revolving Credit Facility | GNMA MSR Facility | Line of Credit |
|
|
|
|
|
|
|
|
| Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
| Outstanding amount |
$ 150,000,000.0
|
|
$ 150,000,000.0
|
|
|
$ 250,000,000.0
|
|
|
| Maximum borrowing capacity |
|
|
|
|
|
|
$ 500,000,000
|
|
| Weighted average interest rate |
8.14%
|
9.04%
|
8.92%
|
8.71%
|
|
|
|
|
| X |
- DefinitionThe carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
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v3.24.3
Other Borrowings - Summary of Senior Unsecured Notes (Details) - USD ($)
$ in Thousands |
Sep. 30, 2024 |
Dec. 31, 2023 |
Nov. 22, 2021 |
Apr. 07, 2021 |
Nov. 03, 2020 |
| Debt Instrument [Line Items] |
|
|
|
|
|
| Outstanding balance |
$ 2,000,000
|
$ 2,000,000
|
|
|
|
| Weighted average interest rate |
5.56%
|
5.56%
|
|
|
|
| Senior Notes | 2025 Senior Notes, due 11/15/25 |
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
| Interest Rate |
5.50%
|
|
|
|
5.50%
|
| Outstanding balance |
$ 800,000
|
$ 800,000
|
|
|
|
| Unamortized debt issuance costs and discounts |
$ 2,500
|
4,100
|
|
|
|
| Senior Notes | 2029 Senior Notes, due 4/15/29 |
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
| Interest Rate |
5.50%
|
|
|
5.50%
|
|
| Outstanding balance |
$ 700,000
|
700,000
|
|
|
|
| Unamortized debt issuance costs and discounts |
$ 4,000
|
4,600
|
|
|
|
| Senior Notes | 2027 Senior Notes, due 6/15/27 |
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
| Interest Rate |
5.75%
|
|
5.75%
|
|
|
| Outstanding balance |
$ 500,000
|
500,000
|
|
|
|
| Unamortized debt issuance costs and discounts |
$ 2,300
|
$ 3,000
|
|
|
|
| X |
- DefinitionContractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22)(a)(1))
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (a)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-SubTopic 10
-Topic 210
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
-Section 55
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-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(16)(a)(2))
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (b)(3)
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|
v3.24.3
Other Borrowings - Additional Information (Details) - USD ($)
|
36 Months Ended |
60 Months Ended |
|
|
|
|
|
|
Jun. 15, 2027 |
Nov. 15, 2025 |
Apr. 15, 2029 |
Sep. 30, 2024 |
Dec. 31, 2023 |
Aug. 08, 2022 |
Nov. 22, 2021 |
Apr. 07, 2021 |
Nov. 03, 2020 |
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
|
| Outstanding balance |
|
|
|
$ 2,000,000,000
|
$ 2,000,000,000
|
|
|
|
|
| Senior Notes | 2025 Senior Notes, due 11/15/25 |
|
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
|
| Face amount |
|
|
|
|
|
|
|
|
$ 800,000,000.0
|
| Interest rate |
|
|
|
5.50%
|
|
|
|
|
5.50%
|
| Outstanding balance |
|
|
|
$ 800,000,000
|
800,000,000
|
|
|
|
|
| Senior Notes | 2025 Senior Notes, due 11/15/25 | Forecast |
|
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
|
| Debt redemption price (in percent) |
|
100.00%
|
|
|
|
|
|
|
|
| Senior Notes | 2025 Senior Notes, due 11/15/25 | Forecast | Debt Instrument, Redemption, Period One |
|
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
|
| Debt redemption price (in percent) |
|
102.75%
|
|
|
|
|
|
|
|
| Senior Notes | 2025 Senior Notes, due 11/15/25 | Forecast | Debt Instrument, Redemption, Period Two |
|
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
|
| Debt redemption price (in percent) |
|
101.375%
|
|
|
|
|
|
|
|
| Senior Notes | 2029 Senior Notes, due 4/15/29 |
|
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
|
| Face amount |
|
|
|
|
|
|
|
$ 700,000,000.0
|
|
| Interest rate |
|
|
|
5.50%
|
|
|
|
5.50%
|
|
| Outstanding balance |
|
|
|
$ 700,000,000
|
700,000,000
|
|
|
|
|
| Senior Notes | 2029 Senior Notes, due 4/15/29 | Forecast |
|
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
|
| Debt redemption price (in percent) |
|
|
100.00%
|
|
|
|
|
|
|
| Senior Notes | 2029 Senior Notes, due 4/15/29 | Forecast | Debt Instrument, Redemption, Period One |
|
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
|
| Debt redemption price (in percent) |
|
|
102.75%
|
|
|
|
|
|
|
| Senior Notes | 2029 Senior Notes, due 4/15/29 | Forecast | Debt Instrument, Redemption, Period Two |
|
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
|
| Debt redemption price (in percent) |
|
|
101.375%
|
|
|
|
|
|
|
| Senior Notes | 2027 Senior Notes, due 6/15/27 |
|
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
|
| Face amount |
|
|
|
|
|
|
$ 500,000,000.0
|
|
|
| Interest rate |
|
|
|
5.75%
|
|
|
5.75%
|
|
|
| Outstanding balance |
|
|
|
$ 500,000,000
|
500,000,000
|
|
|
|
|
| Senior Notes | 2027 Senior Notes, due 6/15/27 | Forecast |
|
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
|
| Debt redemption price (in percent) |
100.00%
|
|
|
|
|
|
|
|
|
| Senior Notes | 2027 Senior Notes, due 6/15/27 | Forecast | Debt Instrument, Redemption, Period One |
|
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
|
| Debt redemption price (in percent) |
102.875%
|
|
|
|
|
|
|
|
|
| Senior Notes | 2027 Senior Notes, due 6/15/27 | Forecast | Debt Instrument, Redemption, Period Two |
|
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
|
| Debt redemption price (in percent) |
101.438%
|
|
|
|
|
|
|
|
|
| Line of Credit | Revolving Credit Agreement | Revolving Credit Facility |
|
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
|
| Outstanding balance |
|
|
|
$ 0
|
$ 0
|
|
|
|
|
| Line of Credit | Revolving Credit Agreement | Revolving Credit Facility | Related Party | SFS Corp |
|
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
|
| Maximum borrowing capacity |
|
|
|
|
|
$ 500,000,000
|
|
|
|
| Initial term |
|
|
|
|
|
1 year
|
|
|
|
| Renewal term |
|
|
|
|
|
1 year
|
|
|
|
| X |
- DefinitionFace (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
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-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22)(a)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
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| X |
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-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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v3.24.3
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v3.24.3
Commitments and Contingencies - Activity of Representation and Warranties Reserve (Details) - USD ($)
$ in Thousands |
3 Months Ended |
9 Months Ended |
|
|
|
|
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Jun. 30, 2024 |
Dec. 31, 2023 |
Jun. 30, 2023 |
Dec. 31, 2022 |
| Representation And Warranty Reserve [Roll Forward] |
|
|
|
|
|
|
|
|
| Balance, beginning of period |
$ 88,836
|
$ 63,053
|
$ 88,836
|
$ 63,053
|
$ 70,543
|
$ 62,865
|
$ 59,093
|
$ 60,495
|
| Additions |
16,329
|
12,181
|
40,185
|
39,811
|
|
|
|
|
| Loss realized, net of adjustments |
1,964
|
(8,221)
|
(14,214)
|
(37,253)
|
|
|
|
|
| Balance, end of period |
$ 88,836
|
$ 63,053
|
$ 88,836
|
$ 63,053
|
|
|
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v3.24.3
Accounts Payable, Accrued Expenses and Other (Details) - USD ($)
$ in Thousands |
Sep. 30, 2024 |
Dec. 31, 2023 |
| Payables and Accruals [Abstract] |
|
|
| Servicing fees payable |
$ 95,256
|
$ 99,694
|
| Representations and warranties reserve |
88,836
|
62,865
|
| Accrued compensation and benefits |
88,372
|
82,745
|
| Accrued interest and bank fees |
70,062
|
24,985
|
| Derivative settlements payable |
53,783
|
64,777
|
| Other accrued expenses |
52,734
|
12,199
|
| TRA liability |
32,820
|
15,494
|
| Other accounts payable |
31,918
|
43,174
|
| Investor payables |
27,716
|
25,001
|
| Deferred tax liability |
21,130
|
30,334
|
| Public and Private Warrants |
11,238
|
7,833
|
| Accounts payable, accrued expenses and other |
$ 573,865
|
$ 469,101
|
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482425/460-10-50-8
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 460
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Subparagraph (c)(5)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482425/460-10-50-8
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| X |
- DefinitionValue of outstanding derivative securities that permit the holder the right to purchase securities (usually equity) from the issuer at a specified price. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
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| X |
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| X |
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|
v3.24.3
Variable Interest Entities (Details) - USD ($)
$ in Thousands |
9 Months Ended |
12 Months Ended |
|
Sep. 30, 2024 |
Dec. 31, 2021 |
Dec. 31, 2023 |
| Variable Interest Entity [Line Items] |
|
|
|
| Percentage of beneficial interests in securitized assets (in percent) |
|
5.00%
|
|
| Fair value of investment securities pledged |
$ 106,600
|
|
|
| Investment securities at fair value, pledged |
108,964
|
|
$ 110,352
|
| Borrowings against investment securities |
$ 93,662
|
|
$ 93,814
|
| Minimum | Secured Debt |
|
|
|
| Variable Interest Entity [Line Items] |
|
|
|
| Maturity period (in months) |
1 month
|
|
|
| Maximum | Secured Debt |
|
|
|
| Variable Interest Entity [Line Items] |
|
|
|
| Maturity period (in months) |
3 months
|
|
|
| Holdings, LLC |
|
|
|
| Variable Interest Entity [Line Items] |
|
|
|
| Ownership percentage (in percent) |
100.00%
|
|
|
| X |
- DefinitionPeriod of time between issuance and maturity of debt instrument, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
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| X |
- DefinitionCarrying value as of the balance sheet date, including the current and noncurrent portions, of collateralized debt obligations (with maturities initially due after one year or beyond the operating cycle, if longer). Such obligations include mortgage loans, chattel loans, and any other borrowings secured by assets of the borrower. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(16))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(16)(a)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
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|
| X |
- DefinitionFair value of the securities pledged as collateral against securities loaned. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483444/210-20-55-12
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| X |
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-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (bb)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481231/810-10-45-25
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (b)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481420/860-30-50-1A
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (b)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481420/860-30-50-1A
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481420/860-30-50-1A
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|
| X |
- DefinitionPercentage of the Variable Interest Entity's (VIE) voting interest owned by (or beneficial interest in) the reporting entity (directly or indirectly). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 5A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481203/810-10-50-5A
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| Namespace Prefix: |
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| Period Type: |
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|
v3.24.3
Non-controlling Interests (Details) - Holdings, LLC - shares
|
Sep. 30, 2024 |
Dec. 31, 2023 |
| Noncontrolling Interest [Line Items] |
|
|
| Common units (in shares) |
1,598,178,743
|
1,595,724,056
|
| Ownership Percentage (in percent) |
100.00%
|
100.00%
|
| Common Class A |
|
|
| Noncontrolling Interest [Line Items] |
|
|
| Common units (in shares) |
113,150,968
|
93,654,269
|
| Ownership Percentage by Noncontrolling Owners (in percent) |
7.08%
|
5.87%
|
| Common Class B | SFS Corp |
|
|
| Noncontrolling Interest [Line Items] |
|
|
| Common units (in shares) |
1,485,027,775
|
1,502,069,787
|
| Ownership Percentage by Parent (in percent) |
92.92%
|
94.13%
|
| X |
- DefinitionNumber of common units of ownership outstanding of a limited liability company (LLC).
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| X |
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| X |
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| Namespace Prefix: |
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| Period Type: |
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v3.24.3
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
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| Namespace Prefix: |
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|
| X |
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- Details
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| Period Type: |
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|
| X |
- Details
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| Namespace Prefix: |
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| Balance Type: |
|
| Period Type: |
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|
v3.24.3
| X |
- DefinitionAmount of minimum net worth required for mortgage banking as defined by regulatory framework. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 948
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481586/948-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 948
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481586/948-10-50-5
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 948
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481586/948-10-50-5
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 948
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481586/948-10-50-5
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| Namespace Prefix: |
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|
| X |
- DefinitionBanking Regulation, Mortgage Banking, Liquidity, Minimum
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| Namespace Prefix: |
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| Period Type: |
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|
v3.24.3
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)
$ in Thousands |
Sep. 30, 2024 |
Jun. 30, 2024 |
Dec. 31, 2023 |
Sep. 30, 2023 |
Jun. 30, 2023 |
Dec. 31, 2022 |
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
| Mortgage loans at fair value |
$ 10,141,683
|
|
$ 5,449,884
|
|
|
|
| Investment securities at fair value, pledged |
108,964
|
|
110,352
|
|
|
|
| Total assets |
13,117,678
|
|
9,619,391
|
|
|
|
| Public and Private Warrants |
11,238
|
|
7,833
|
|
|
|
| Total liabilities |
104,837
|
|
48,614
|
|
|
|
| IRLCs |
|
|
|
|
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
| Derivative asset |
23,151
|
|
29,623
|
|
|
|
| Derivative liability |
23,319
|
|
2,933
|
|
|
|
| FLSCs |
|
|
|
|
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
| Derivative asset |
43,826
|
|
3,396
|
|
|
|
| Derivative liability |
4,952
|
|
37,848
|
|
|
|
| Interest rate swap futures |
|
|
|
|
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
| Derivative liability |
65,328
|
|
|
|
|
|
| Mortgage servicing rights |
|
|
|
|
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
| Mortgage servicing rights |
2,800,054
|
$ 2,650,090
|
4,026,136
|
$ 4,352,219
|
$ 4,224,207
|
$ 4,453,261
|
| Level 1 |
|
|
|
|
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
| Mortgage loans at fair value |
0
|
|
0
|
|
|
|
| Investment securities at fair value, pledged |
0
|
|
0
|
|
|
|
| Total assets |
0
|
|
0
|
|
|
|
| Public and Private Warrants |
6,375
|
|
3,078
|
|
|
|
| Total liabilities |
71,703
|
|
3,078
|
|
|
|
| Level 1 | IRLCs |
|
|
|
|
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
| Derivative asset |
0
|
|
0
|
|
|
|
| Derivative liability |
0
|
|
0
|
|
|
|
| Level 1 | FLSCs |
|
|
|
|
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
| Derivative asset |
0
|
|
0
|
|
|
|
| Derivative liability |
0
|
|
0
|
|
|
|
| Level 1 | Interest rate swap futures |
|
|
|
|
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
| Derivative liability |
65,328
|
|
|
|
|
|
| Level 1 | Mortgage servicing rights |
|
|
|
|
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
| Mortgage servicing rights |
0
|
|
0
|
|
|
|
| Level 2 |
|
|
|
|
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
| Mortgage loans at fair value |
10,141,683
|
|
5,449,884
|
|
|
|
| Investment securities at fair value, pledged |
108,964
|
|
110,352
|
|
|
|
| Total assets |
10,294,473
|
|
5,563,632
|
|
|
|
| Public and Private Warrants |
4,863
|
|
4,755
|
|
|
|
| Total liabilities |
9,815
|
|
42,603
|
|
|
|
| Level 2 | IRLCs |
|
|
|
|
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
| Derivative asset |
0
|
|
0
|
|
|
|
| Derivative liability |
0
|
|
0
|
|
|
|
| Level 2 | FLSCs |
|
|
|
|
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
| Derivative asset |
43,826
|
|
3,396
|
|
|
|
| Derivative liability |
4,952
|
|
37,848
|
|
|
|
| Level 2 | Interest rate swap futures |
|
|
|
|
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
| Derivative liability |
0
|
|
|
|
|
|
| Level 2 | Mortgage servicing rights |
|
|
|
|
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
| Mortgage servicing rights |
0
|
|
0
|
|
|
|
| Level 3 |
|
|
|
|
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
| Mortgage loans at fair value |
0
|
|
0
|
|
|
|
| Investment securities at fair value, pledged |
0
|
|
0
|
|
|
|
| Total assets |
2,823,205
|
|
4,055,759
|
|
|
|
| Public and Private Warrants |
0
|
|
0
|
|
|
|
| Total liabilities |
23,319
|
|
2,933
|
|
|
|
| Level 3 | IRLCs |
|
|
|
|
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
| Derivative asset |
23,151
|
|
29,623
|
|
|
|
| Derivative liability |
23,319
|
|
2,933
|
|
|
|
| Level 3 | FLSCs |
|
|
|
|
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
| Derivative asset |
0
|
|
0
|
|
|
|
| Derivative liability |
0
|
|
0
|
|
|
|
| Level 3 | Interest rate swap futures |
|
|
|
|
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
| Derivative liability |
0
|
|
|
|
|
|
| Level 3 | Mortgage servicing rights |
|
|
|
|
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
| Mortgage servicing rights |
$ 2,800,054
|
|
$ 4,026,136
|
|
|
|
| X |
- DefinitionFair value portion of asset recognized for present right to economic benefit. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 820
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-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
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-Topic 820
-SubTopic 10
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-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
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-Topic 820
-SubTopic 10
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-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
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-Section 50
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-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
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-Paragraph 2
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
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-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
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-Topic 820
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-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
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-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
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-Section 50
-Paragraph 2
-Subparagraph (a)
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| X |
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-Topic 820
-SubTopic 10
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-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Section 50
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
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-Section 50
-Paragraph 3
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-URI https://asc.fasb.org/1943274/2147481229/860-50-50-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 50
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-Section 45
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481260/860-50-45-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
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-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481260/860-50-45-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 50
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481260/860-50-45-2
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v3.24.3
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 103
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-103
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
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v3.24.3
Fair Value Measurements - Other Financial Instruments (Details) - Senior Notes - Level 2 - USD ($)
$ in Thousands |
Sep. 30, 2024 |
Dec. 31, 2023 |
| Carrying Amount |
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
| Long-term debt, fair value |
$ 1,991,216
|
$ 1,988,267
|
| Estimated Fair Value |
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
| Long-term debt, fair value |
1,978,617
|
1,948,365
|
| 2025 Senior Notes, due 11/15/25 | Carrying Amount |
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
| Long-term debt, fair value |
797,536
|
795,894
|
| 2025 Senior Notes, due 11/15/25 | Estimated Fair Value |
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
| Long-term debt, fair value |
799,032
|
795,144
|
| 2029 Senior Notes, due 4/15/29 | Carrying Amount |
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
| Long-term debt, fair value |
696,027
|
695,370
|
| 2029 Senior Notes, due 4/15/29 | Estimated Fair Value |
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
| Long-term debt, fair value |
682,255
|
662,396
|
| 2027 Senior Notes, due 6/15/27 | Carrying Amount |
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
| Long-term debt, fair value |
497,653
|
497,003
|
| 2027 Senior Notes, due 6/15/27 | Estimated Fair Value |
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
| Long-term debt, fair value |
$ 497,330
|
$ 490,825
|
| X |
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-Topic 820
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-Name Accounting Standards Codification
-Section 55
-Paragraph 103
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-103
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
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-Section 50
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
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-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
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-Topic 820
-SubTopic 10
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
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-Section 50
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
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v3.24.3
Related Party Transactions (Details) - USD ($)
$ in Thousands |
3 Months Ended |
9 Months Ended |
|
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Aug. 08, 2022 |
| Related Party Transaction [Line Items] |
|
|
|
|
|
| General and administrative |
$ 53,664
|
$ 44,904
|
$ 149,524
|
$ 132,214
|
|
| Payments for aircraft rental fees |
0
|
100
|
|
|
|
| Related Party |
|
|
|
|
|
| Related Party Transaction [Line Items] |
|
|
|
|
|
| Expenses of various companies related through common ownership |
5,300
|
5,100
|
15,200
|
15,800
|
|
| Rent expense |
5,100
|
4,900
|
14,500
|
15,100
|
|
| Legal fees |
$ 200
|
$ 200
|
500
|
500
|
|
| General and administrative |
|
|
$ 200
|
200
|
|
| Related Party | Revolving Credit Facility | Revolving Credit Agreement | Line of Credit | SFS Corp |
|
|
|
|
|
| Related Party Transaction [Line Items] |
|
|
|
|
|
| Maximum borrowing capacity |
|
|
|
|
$ 500,000
|
| Nonrelated Party |
|
|
|
|
|
| Related Party Transaction [Line Items] |
|
|
|
|
|
| Payments for aircraft rental fees |
|
|
|
$ 200
|
|
| X |
- DefinitionTotal costs of sales and operating expenses for the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
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v3.24.3
Stock-Based Compensation - Summary of RSU Activity (Details) - RSU - $ / shares
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
| Shares |
|
|
|
|
| Unvested - beginning of period (in shares) |
7,883,531
|
6,195,404
|
7,867,321
|
4,005,801
|
| Granted (in shares) |
11,138,840
|
105,216
|
13,589,182
|
3,371,566
|
| Vested (in shares) |
(522,242)
|
(540,475)
|
(2,591,003)
|
(1,358,083)
|
| Forfeited (in shares) |
(246,564)
|
(106,883)
|
(611,935)
|
(366,022)
|
| Unvested - end of period (in shares) |
18,253,565
|
5,653,262
|
18,253,565
|
5,653,262
|
| Weighted Average Grant Date Fair Value |
|
|
|
|
| Unvested - beginning of period (in usd per share) |
$ 6.01
|
$ 5.20
|
$ 5.89
|
$ 5.30
|
| Granted (in usd per share) |
7.27
|
6.56
|
7.14
|
5.73
|
| Vested (in usd per share) |
3.79
|
3.61
|
5.74
|
6.07
|
| Forfeited (in usd per share) |
6.85
|
5.05
|
6.31
|
4.74
|
| Unvested - end of period (in usd per share) |
$ 6.83
|
$ 5.41
|
$ 6.83
|
$ 5.41
|
| X |
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v3.24.3
Stock-Based Compensation - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Millions |
3 Months Ended |
9 Months Ended |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
| Stock-based compensation expense |
$ 5.8
|
$ 3.9
|
$ 15.6
|
$ 9.9
|
| RSU |
|
|
|
|
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
| Unrecognized compensation related to unvested awards |
$ 115.1
|
|
$ 115.1
|
|
| Unvested awards, period for recognition (in years) |
|
|
4 years 2 months 12 days
|
|
| Granted (in shares) |
11,138,840
|
105,216
|
13,589,182
|
3,371,566
|
| Granted fair value (in usd per share) |
$ 7.27
|
$ 6.56
|
$ 7.14
|
$ 5.73
|
| Award vesting period (in years) |
|
|
7 years
|
|
| X |
- DefinitionAmount of expense for award under share-based payment arrangement. Excludes amount capitalized. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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v3.24.3
Earnings Per Share - Calculation of Basic and Diluted Earnings per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands |
3 Months Ended |
9 Months Ended |
Sep. 30, 2024 |
Jun. 30, 2024 |
Mar. 31, 2024 |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
| Earnings Per Share [Abstract] |
|
|
|
|
|
|
|
|
| Net income |
$ 31,945
|
$ 76,286
|
$ 180,531
|
$ 300,993
|
$ 228,794
|
$ (138,613)
|
$ 288,762
|
$ 391,174
|
| Net income attributable to non-controlling interests |
38,240
|
|
|
282,762
|
|
|
283,277
|
377,326
|
| Net income (loss) attributable to UWM Holdings Corporation |
(6,295)
|
|
|
18,231
|
|
|
5,485
|
13,848
|
| Numerator: |
|
|
|
|
|
|
|
|
| Net income (loss) attributable to Class A common shareholders |
(6,295)
|
|
|
18,231
|
|
|
5,485
|
13,848
|
| Net income (loss) attributable to Class A common shareholders - diluted |
$ (6,295)
|
|
|
$ 234,712
|
|
|
$ 5,485
|
$ 13,848
|
| Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
| Weighted average shares of Class A common stock outstanding - basic (in shares) |
99,801,301
|
|
|
93,290,736
|
|
|
96,530,282
|
93,107,576
|
| Weighted average shares of Class A common stock outstanding - diluted (in shares) |
99,801,301
|
|
|
1,596,624,780
|
|
|
96,530,282
|
93,107,576
|
| Earnings (loss) per share of Class A common stock outstanding - basic (in usd per share) |
$ (0.06)
|
|
|
$ 0.20
|
|
|
$ 0.06
|
$ 0.15
|
| Earnings (loss) per share of Class A common stock outstanding - diluted (in usd per share) |
$ (0.06)
|
|
|
$ 0.15
|
|
|
$ 0.06
|
$ 0.15
|
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v3.24.3
Subsequent Events (Details) - USD ($)
$ / shares in Units, $ in Thousands |
|
1 Months Ended |
3 Months Ended |
Oct. 10, 2024 |
Nov. 07, 2024 |
Sep. 30, 2024 |
Jun. 30, 2024 |
Mar. 31, 2024 |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
| Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
| Dividends paid |
|
|
$ 11,315
|
$ 9,559
|
$ 9,495
|
$ 9,365
|
$ 9,310
|
$ 9,310
|
| Subsequent Event |
|
|
|
|
|
|
|
|
| Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
| Dividends paid |
$ 144,000
|
|
|
|
|
|
|
|
| Shares acquired (in shares) |
|
44,695,677
|
|
|
|
|
|
|
| Subsequent Event | Common Class A |
|
|
|
|
|
|
|
|
| Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
| Dividends declared (in usd per share) |
$ 0.10
|
|
|
|
|
|
|
|
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|
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