UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On December 29, 2022, Walker & Dunlop, Inc. (the “Company”) and Walker & Dunlop, LLC, the operating subsidiary of the Company (the “Seller”), entered into Amendment No. 5 to Master Repurchase Agreement (the “Amendment”) with JPMorgan Chase Bank, N.A. (the “Buyer”). The Amendment amends that certain Master Repurchase Agreement, dated as of August 26, 2019 (as amended by the First Amendment, dated as of August 24, 2020, Amendment No. 2 to Master Repurchase Agreement, dated as of August 23, 2021, Amendment No. 3 to Master Repurchase Agreement, dated as of September 30, 2021 and Amendment No. 4 to Master Repurchase Agreement, dated as of September 15, 2022, the “Repurchase Agreement”), by and among the Company, the Seller, and the Buyer to, among other things, modify the ratio of the Total Indebtedness (as defined in the Repurchase Agreement) of the Company and its consolidated subsidiaries to its Tangible Net Worth (as defined in the Repurchase Agreement) to not more than 3.00 to 1.00 and amend the definition of Total Indebtedness set forth in the Repurchase Agreement. The Company continues to guarantee the Seller’s obligations under the Repurchase Agreement, as amended by the Amendment.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
The Buyer and its affiliates have various relationships with the Company and its affiliates involving the provision of financial services, including another credit facility under which the Company is a borrower and investment banking.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number |
Description |
| 10.1 | Amendment No. 5 to Master Repurchase Agreement, dated as of December 29, 2022, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc., and JPMorgan Chase Bank, N.A. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WALKER & DUNLOP, INC. (Registrant) | ||
| Date: January 4, 2023 | By: | /s/ Richard M. Lucas |
| Name: Richard M. Lucas Title: Executive Vice President, General Counsel & Secretary | ||