-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OMlh1JlD2CsSrxtg5hBL7cf+aaEPiaMGg7Xe+dgas35Yzb4Q+1R5EeZbFwX/LLPe Ae70ytkxICmStNNfRKT/Iw== 0000950134-07-018441.txt : 20070817 0000950134-07-018441.hdr.sgml : 20070817 20070816213534 ACCESSION NUMBER: 0000950134-07-018441 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070815 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Other Events FILED AS OF DATE: 20070817 DATE AS OF CHANGE: 20070816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COUNTRYWIDE FINANCIAL CORP CENTRAL INDEX KEY: 0000025191 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 132641992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12331-01 FILM NUMBER: 071063761 BUSINESS ADDRESS: STREET 1: 4500 PARK GRANADA BLVD CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8182253000 MAIL ADDRESS: STREET 1: 4500 PARK GRANADA BLVD CITY: CALABASAS STATE: CA ZIP: 91302 FORMER COMPANY: FORMER CONFORMED NAME: COUNTRYWIDE CREDIT INDUSTRIES INC DATE OF NAME CHANGE: 19920703 8-K/A 1 v33101ae8vkza.htm AMENDMENT TO FORM 8-K e8vkza
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 15, 2007
COUNTRYWIDE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation) 		  1-8422
(Commission
File Number) 		  13-2641992
(IRS Employer
Identification No.)
         
4500 Park Granada, Calabasas, CA
   91302
(Address of principal executive offices)
   (Zip Code)
Registrant’s telephone number, including area code: (818) 225-3000
N/A
(Former name or former address, if changed since last report)
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
         
 
  o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
        
 
  o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
        
 
  o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
        
 
  o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

EXPLANATORY NOTE
     Countrywide Financial Corporation is filing this Current Report on Form 8-K/A to amend and restate Item 8.01 initially filed with the Securities and Exchange Commission on a Current Report on Form 8-K on August 16, 2007 and also to file the information contained in Item 8.01 under Item 2.03. Item 8.01 as initially filed transposed two amounts for the JPMorgan credit agreements listed in a chart setting forth borrowings under the credit agreements described therein. The transposition of the two amounts in the chart has been corrected in this Current Report on Form 8-K/A, and as a result the information in Item 8.01 is also now being filed under Item 2.03.
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 8.01 of this Current Report on Form 8-K is hereby incorporated in this Item 2.03 by reference.
Item 8.01   Other Events.
     As previously disclosed in a press release of Countrywide Financial Corporation (the “Company”) dated August 16, 2007, Countrywide Home Loans, Inc., a wholly-owned subsidiary of the Company (“CHL”), borrowed the following amounts pursuant to the credit agreements described below:
         
Facility   Amount   Maturity
JPMorgan 364-Day Credit Agreement
  $2.64 billion   May 7, 2008
 
        
JPMorgan Five-Year Credit Agreement
  $6.44 billion   May 10, 2011
 
        
Barclays 364-Day Credit Agreement
  $0.66 billion   November 16, 2007
 
        
Barclays Five-Year Credit Agreement
  $1.54 billion   November 17, 2011
 
        
William Street 364-Day Credit Agreement
  $0.06 billion   May 8, 2008
 
        
William Street Five-Year Credit Agreement
  $0.14 billion   May 10, 2011
 
        
Total
  $11.48 billion    
     As previously disclosed in the Company’s filings with the Securities and Exchange Commission, the Company and CHL are parties to the following credit agreements:
  •   Five-Year Credit Agreement, dated as of May 10, 2006 (the “JPMorgan Five-Year Credit Agreement”), among the Company, CHL, JPMorgan Chase Bank, N.A., as managing administrative agent, Bank of America, N.A., as administrative agent, ABN AMRO Bank N.V., as syndication agent, Citibank, N.A. and Deutsche Bank AG New York Branch, as documentation agents, and the lenders party thereto (the terms of which are incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 16, 2006);

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  •   364-Day Credit Agreement, dated as of November 17, 2006 (the “Barclays 364-Day Credit Agreement”), among the Company, CHL, Countrywide Bank, N.A., Barclays Bank PLC, as managing administrative agent, BNP Paribas, as administrative agent, Royal Bank of Canada, as syndication agent, Société Générale, as documentation agent, and the lenders party thereto (the terms of which are incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2006); and
  •   Five-Year Credit Agreement, dated as of November 17, 2006 (the “Barclays Five-Year Credit Agreement”), among the Company, CHL, Countrywide Bank, N.A., Barclays Bank PLC, as managing administrative agent, BNP Paribas, as administrative agent, Royal Bank of Canada, as syndication agent, Société Générale, as documentation agent, and the lenders party thereto (the terms of which are incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2006).
     The Company and CHL are also parties to a 364-Day Credit Agreement dated as of May 9, 2007 (the “JPMorgan 364-Day Credit Agreement”), with JPMorgan Chase Bank, N.A., as managing administrative agent (“JPMorgan”), Bank of America, N.A., as administrative agent (“BofA”), ABN AMRO Bank N.V., as syndication agent (“ABN”), Citibank, N.A. (“Citibank”) and Deutsche Bank AG New York Branch (“Deutsche”), as documentation agents, and the lenders party thereto (the “Lenders”). The JPMorgan 364-Day Credit Agreement is a senior unsecured revolving credit facility that provides funding for general corporate purposes, and provides liquidity back-up for the Company’s unsecured commercial paper program. The JPMorgan 364-Day Credit Agreement permits the Company or CHL to borrow a maximum of $2,640,000,000 in the aggregate (which can be increased to up to $2,760,000,000 upon agreement of the Lenders). As consideration for the JPMorgan 364-Day Credit Agreement, the Company pays certain fees to JPMorgan, as managing administrative agent, BofA, as administrative agent, ABN, as syndication agent, Citibank and Deutsche, as documentation agents, and the Lenders. The JPMorgan 364-Day Credit Agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
     On May 9, 2007, the Company and CHL also entered into the First Amendment to the Five-Year Credit Agreement, dated as of May 9, 2007 (the “First Amendment”), with the lenders party thereto, BofA, as administrative agent, and JPMorgan, as managing administrative agent, which among other things amended certain definitions and covenants. The First Amendment is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein.
     Additionally, the Company and CHL are parties to a 364-Day Credit Agreement, dated as of May 9, 2007 (the “William Street 364-Day Credit Agreement”), and a Five-Year Credit Agreement, dated as of May 10, 2006 (the “William Street Five-Year Credit Agreement”), with William Street Credit Corporation, as Lender.
     Each of the borrowings made under the above-referenced credit agreements currently bears interest at a rate equal to the federal funds rate specified in the applicable credit agreement, plus an additional spread amount based upon the credit ratings of the senior, unsecured, long-term indebtedness of CHL, as borrower. As a result, the interest rate of each of the borrowings will vary depending upon changes in the federal funds rate and the credit ratings of CHL.
     The terms of each of the credit agreements are substantially similar. Each requires the Company to maintain a Consolidated Net Worth (as defined in each agreement) of at least $7,680,000,000, restricts the ability of the Company and its subsidiaries to engage in certain mergers, acquisitions and asset sales, or to incur certain liens, and limits the amount of indebtedness that may be incurred by subsidiaries owning mortgage servicing rights to $100 million. In the event of a default under any of the credit agreements, the Company and its subsidiaries would be subject to additional restrictions, including an inability to pay dividends or make other distributions to its stockholders.

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     The foregoing general description of each credit agreement is qualified in its entirety by reference to the specific terms of each agreement or amendment filed as an exhibit to this Current Report on Form 8-K or incorporated by reference into this Current Report on Form 8-K, as indicated above.
     Many of the lenders under the credit agreements and/or their affiliates provide other forms of financing to the Company, CHL and their affiliates under various other arrangements and some act as underwriters in connection with certain securities offerings by the Company, CHL and their affiliates.

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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.
         
  COUNTRYWIDE FINANCIAL CORPORATION
 		  
Dated: August 16, 2007  /s/ Eric P. Sieracki    
  Name:   Eric P. Sieracki   
  Title:   Executive Managing Director and Chief
Financial Officer 		  
 

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