Transaction Intended to Extend Company’s Debt
Maturities Profile
loanDepot, Inc. (NYSE: LDI) (“loanDepot”) announced today that
its subsidiary, LD Holdings Group LLC (the “Issuer”), has commenced
an offer (the “Exchange Offer”) to certain Eligible Holders (as
defined below) to exchange any and all of its outstanding 6.500%
Senior Notes due 2025 (the “Old Notes”) for newly issued 8.250%
Senior Secured Notes due 2027 (the “New Notes”), and a related
consent solicitation upon the terms and conditions set forth in the
confidential Offering Memorandum and Consent Solicitation Statement
dated May 20, 2024 (the “Offering Memorandum and Consent
Solicitation Statement”).
The following table below summarizes the principal economic
terms of the Exchange Offer:
Exchange Consideration per
$1,000 Principal Amount of Old Notes Tendered
Principal Amount of
Total Consideration for Old
Notes Tendered at or Prior to the Early Tender Time
Tender Consideration for Old
Notes Tendered After the Early Tender Time
CUSIP Numbers
2025 Notes Outstanding
New Notes (principal
amount)
Cash
New Notes (principal
amount)
Cash
521088AA2 (144A)
U5140UAA8 (Reg S)
$497,750,000
$850
$250
$850
$200
Eligible Holders that validly tender and do not validly withdraw
their Old Notes in the Exchange Offer at or prior to 5:00 p.m., New
York City time, on June 3, 2024, unless extended (such date and
time, as they may be extended, the “Early Tender Time”), will be
eligible to receive $850 principal amount of New Notes and $250 in
cash for each $1,000 principal amount of Old Notes tendered (the
“Total Consideration”). Such amount includes an “Early Tender
Premium” of $50 in cash per $1,000 principal amount of Old Notes
tendered. Eligible Holders tendering Old Notes after the Early
Tender Time and at or prior to 5:00 p.m., New York City time, on
June 18, 2024, unless extended (such date and time, as may be
extended, the “Expiration Time”), will only be eligible to receive
$850 principal amount of New Notes and $200 in cash for each $1,000
principal amount of Old Notes tendered (the “Tender
Consideration”).
The New Notes will pay interest at a rate of 8.250% and mature
November 1, 2027. The New Notes will be guaranteed by the
subsidiaries of the Issuer that are guarantors of the Old Notes and
the Issuer’s outstanding 6.125% Senior Notes due 2028 and will be
secured, subject to permitted liens, by a first-priority security
interest on (1) all of the membership interests of mello Credit
Strategies LLC, a direct subsidiary of the Issuer, (2) certain
unencumbered non-agency mortgage servicing rights held by
loanDepot.com, LLC, a guarantor of the New Notes, with a fair value
of up to $60.0 million and (3) $100.6 million aggregate principal
amount of 2028 Senior Notes that were previously repurchased by the
Issuer and to be held by Artemis Management LLC, a guarantor of the
New Notes (collectively, the “Collateral”) as described in the
Offering Memorandum and Consent Solicitation Statement. The
covenants for the New Notes will be similar to the covenants for
the Old Notes with customary modifications for an issuance of
secured notes, including prohibiting the Issuer from incurring (a)
additional debt secured by the Collateral and (b) capital markets
indebtedness secured by non-Collateral.
In conjunction with the Exchange Offer, the Issuer is soliciting
consents (the “Consent Solicitation”) to eliminate substantially
all restrictive covenants and certain of the default provisions
(the “Proposed Amendments”) in the indenture governing the Old
Notes. Holders who tender their Old Notes in the Exchange Offer
will be deemed to have submitted consents pursuant to the Consent
Solicitation. The consummation of the Exchange Offer is not
subject to, or conditioned upon, the receipt of the requisite
consents or to any minimum amount of Old Notes being tendered for
exchange. The consummation of the Exchange Offer and Consent
Solicitation is subject to the satisfaction or waiver of certain
conditions set forth in the confidential Offering Memorandum and
Consent Solicitation Statement.
Tendered Old Notes may be validly withdrawn at any time prior to
5:00 p.m., New York City time, on June 3, 2024, but not thereafter.
Settlement will occur promptly after the Expiration Time and is
currently expected to occur on or about June 24, 2024 (the
“Settlement Date”).
Eligible Holders that validly tender Old Notes at or prior to
the Expiration Time will also be eligible to receive cash for
accrued and unpaid interest on the exchanged Old Notes from the
last interest payment date prior to, but not including, the
Settlement Date. Interest on the New Notes will accrue from the
Settlement Date.
Documents relating to the Exchange Offer and Consent
Solicitation will only be distributed to Eligible Holders of the
Old Notes who properly complete and return an eligibility form
confirming that they are either a “qualified institutional buyer”
as defined in Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”), or a non-U.S. person in compliance
with Regulation S under the Securities Act (such holders, “Eligible
Holders”). The complete terms and conditions of the Exchange Offer
and Consent Solicitation are described in the Offering Memorandum
and Consent Solicitation Statement, copies of which may be obtained
by contacting Global Bondholder Services Corporation, the
information and exchange agent in connection with the Exchange
Offer and Consent Solicitation, at (855) 654-2014 (U.S. toll-free)
or (212) 430-3774 (banks and brokers). The eligibility form is
available electronically at:
https://gbsc-usa.com/eligibility/loandepot.
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
the New Notes. The Exchange Offer and Consent Solicitation is only
being made pursuant to the Offering Memorandum and Consent
Solicitation Statement. The Exchange Offer is not being made to
holders of Old Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction.
The New Notes will not be registered under the Securities Act,
or any other applicable securities laws and, unless so registered,
the New Notes may not be offered, sold, pledged or otherwise
transferred within the United States or to or for the account of
any U.S. person, except pursuant to an exemption from the
registration requirements thereof. Accordingly, the New Notes are
being offered and issued only (i) to persons reasonably believed to
be “qualified institutional buyers” (as defined in Rule 144A under
the Securities Act) and (ii) to non-“U.S. persons” who are outside
the United States (as defined in Regulation S under the Securities
Act).
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements that are
based on management’s beliefs and assumptions and on information
currently available to management. Forward-looking statements
include statements that are not historical facts and can be
identified by terms such as “anticipate,” “believe,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potential,”
“predict,” “project,” “seek,” “should,” “will,” “would” or similar
expressions and the negatives of those terms.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors, such as the satisfaction of the
conditions described in the confidential Offering Memorandum and
Consent Solicitation Statement, that may cause loanDepot’s actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements. Given these
uncertainties, you should not place undue reliance on
forward-looking statements. Also, forward-looking statements
represent management’s beliefs and assumptions only as of the date
of this press release. You should read this press release with the
understanding that loanDepot’s actual future results may be
materially different from what loanDepot expects.
Important factors that could cause actual results to differ
materially from loanDepot’s expectations are included in the
section entitled “Risk Factors” set forth in the confidential
Offering Memorandum and Consent Solicitation Statement and under
the caption “Risk Factors” included in loanDepot’s Annual Report on
Form 10-K for the year ended December 31, 2023, incorporated by
reference into the Offering Memorandum. These factors should not be
construed as exhaustive and should be read in conjunction with the
other cautionary statements that are included in loanDepot’s
filings. loanDepot expressly disclaims any obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future developments or otherwise, except
as required by applicable law.
About loanDepot
loanDepot (NYSE: LDI) is a leading provider of lending solutions
that make the American dream of homeownership more accessible and
achievable for all, especially the increasingly diverse communities
of first-time homebuyers, through a broad suite of lending and real
estate services that simplify one of life’s most complex
transactions. Since its launch in 2010, the company has been
recognized as an innovator, using its industry-leading technology
to deliver a superior customer experience. Our digital-first
approach makes it easier, faster and less stressful to purchase or
refinance a home. Today, as one of the largest non-bank lenders in
the country, loanDepot and its mellohome operating unit offer an
integrated platform of lending, loan servicing, real estate and
home services that support customers along their entire
homeownership journey. Headquartered in Southern California and
with hundreds of local market offices nationwide, loanDepot’s
passionate team is dedicated to making a positive difference in the
lives of their customers every day.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240520055463/en/
Investor Relations Contact: Gerhard Erdelji Senior Vice
President, Investor Relations (949) 822-4074
gerdelji@loandepot.com
Media Contact: Rebecca Anderson Senior Vice President,
Communications & Public Relations (949) 822-4024
rebeccaanderson@loandepot.com
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