Print Page  Close Window

SEC Filings

10-K
DITECH HOLDING CORP filed this Form 10-K on 04/16/2019
Entire Document
 

The following table presents our maximum exposure to repurchases due to potential breaches of representations and warranties at December 31, 2018 based on the original unpaid principal balance of loans sold adjusted for voluntary payments made by the borrower on loans for which we perform the servicing by vintage year (in thousands):
 
 
Successor
 
 
Unpaid Principal Balance
2013
 
$
7,097,265

2014
 
8,382,842

2015
 
12,866,654

2016
 
13,731,663

2017
 
13,661,056

2018
 
12,095,774

Total
 
$
67,835,254

Reverse Mortgage Business
Master Repurchase Agreements
RMS utilizes master repurchase agreements to finance the repurchases of certain HECMs and real estate owned from Ginnie Mae securitization pools. These facilities are secured by the underlying assets and provide creditors a security interest in the assets that meet the eligibility requirements under the terms of each particular facility. We agree to repay the borrowings under these facilities within a specified timeframe, and the source of repayment is typically from claim proceeds received from HUD or liquidation proceeds from the sale of real estate owned. RMS also has non-recourse variable funding notes issued by a subsidiary, which provide secured financing for certain HECMs and real estate owned previously repurchased from Ginnie Mae securitization pools. We evaluate our needs under these facilities based on forecasted reverse loan repurchases and timing of reimbursement from HUD; however, there can be no assurance that these facilities will be available to us in the future.
On February 9, 2018, upon the WIMC Effective Date of the WIMC Prepackaged Plan, the WIMC DIP Warehouse Facilities, which were provided during the WIMC Chapter 11 Case, transitioned into the WIMC Exit Warehouse Facilities, whereupon the WIMC RMS Exit Master Repurchase Agreement continued to provide financing for repurchases of certain HECMs and real estate owned from Ginnie Mae securitization pools for a period of one year. Upon the WIMC Effective Date, the WIMC RMS Exit Master Repurchase Agreement was amended to, among other things, extend the maturity date to February 8, 2019 and change the interest rate to the lender's applicable index, plus a per annum margin of 3.25%, and increase the maximum capacity sub-limit available to finance the repurchase of certain HECMs and real estate owned Ginnie Mae securitization pools to $800.0 million. The WIMC RMS Exit Master Repurchase Agreement, together with the Ditech Financial Exit Master Repurchase agreement and the DAAT and DPAT II Facilities were subject, collectively, to a combined maximum outstanding amount of $1.9 billion under our WIMC Exit Warehouse Facilities. At December 31, 2018, the WIMC RMS Exit Master Repurchase Agreement had an outstanding balance of $441.6 million, and the WIMC Exit Warehouse Facilities in total had an outstanding balance of $1.3 billion.
On April 23, 2018, we entered into an additional master repurchase agreement which, as of December 31, 2018, provides up to $412.0 million in total capacity, and no less than $400.0 million in committed capacity to fund the repurchase of certain HECMs and real estate owned from Ginnie Mae securitization pools. The interest rate on this facility is based on the applicable index rate plus 3.25%. At December 31, 2018, this master repurchase agreement had an outstanding balance of $185.0 million. This facility was scheduled to mature in April 2019.
As discussed further above, on February 14, 2019, the RMS Exit Master Repurchase Agreement and the additional RMS master repurchase agreement entered into on April 23, 2018 were repaid and refinanced or otherwise replaced under the DHCP DIP Warehouse Facilities.
On October 1, 2018, we executed a transaction that provided $230.0 million of additional secured financing for certain HECMs and real estate owned. Under the transaction, the participating interests in certain HECMs and real estate owned that we had previously repurchased from Ginnie Mae securitization pools and that were secured by existing warehouse borrowings were pledged as collateral on variable funding notes issued by a wholly-owned subsidiary under the transaction. The variable funding notes are non-recourse, incur interest monthly at a rate of 6.00% per annum, and expire on October 2025. The variable funding notes had outstanding borrowings of $225.4 million at December 31, 2018. The subsidiary issuer of the variable funding notes under this transaction is not a Debtor under the DHCP Chapter 11 Cases.

100