SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 30, 2021
UWM HOLDINGS CORPORATION
(Exact name of registrant as specified in its Charter)
(State or other jurisdiction of
incorporation or organization)
|(Commission File Number)|
|585 South Boulevard E.|
(Address of principal executive offices)
Registrant’s telephone number, including area code: (800) 981-8898
(Former name or former address, if changed since last report): Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class|| |
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
|Entry into a Material Definitive Agreement.|
On March 30, 2021, UWM Holdings Corporation’s indirect subsidiary, United Wholesale Mortgage, LLC (“UWM”), entered into a Purchase Agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC., as representative of the several initial purchasers named therein. Pursuant to the Purchase Agreement, UWM agreed to sell $700 million aggregate principal amount of 5.500% senior unsecured notes due 2029 (the “Notes”). UWM expects the closing of the Notes to occur on April 7, 2021.
UWM intends to use the net proceeds (1) to repay amounts outstanding under UWM’s MSR Facility and (2) the remainder for general corporate purposes.
The Purchase Agreement contains customary representations, warranties, conditions to closing, indemnification rights and obligations of the parties.
Certain of the initial purchasers and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with UWM and its affiliates. In addition, an affiliate of Goldman Sachs is the lender under UWM’s MSR Facility, and therefore will receive a portion of the net proceeds from the offering.
|Item 2.03||Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.|
The information set forth under Item 1.01 is incorporated by reference herein.
On March 30, 2021, UWM Holdings Corporation issued a press release announcing UWM’s intention to offer $700 million aggregate principal amount of Notes. A copy of the press release is filed herewith as Exhibit 99.1.
On March 30, 2021, UWM Holdings Corporation issued a press release announcing the pricing of UWM’s $700 million aggregate principal amount of Notes. A copy of the press release is filed herewith as Exhibit 99.2.
|Item 9.01||Financial Statements and Exhibits.|
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
By: /s/ Timothy Forrester
Chief Financial Officer
Date: March 31, 2021