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SEC Filings

10-K
DITECH HOLDING CORP filed this Form 10-K on 04/16/2019
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Servicing Advance Facilities
On February 12, 2018, as part of the implementation of our WIMC Exit Warehouse Facilities, the WIMC Securities Master Repurchase Agreement was terminated and repaid with proceeds from the issuance of variable funding notes under two new servicing advance facilities, the DAAT Facility and DPAT II Facility. These variable funding notes issued under the DAAT Facility and DPAT II Facility were then repaid and refinanced on February 14, 2019 with new variable funding notes issued in connection with the DHCP DIP Warehouse Facilities.
DAAT Facility / DPAT II Facility
The DAAT Facility and DPAT II Facility acquired the outstanding advances from the GTAAFT Facility and DPAT Facility, respectively. The variable funding notes issued under the GTAAFT Facility and DPAT Facility, which had been pledged as collateral under the WIMC Securities Master Repurchase Agreement, were fully redeemed and the GTAAFT Facility and DPAT Facility were both terminated on February 12, 2018.
In connection with the DAAT Facility and DPAT II Facility, Ditech Financial sells and/or contributes the rights to reimbursement for servicer and protective advances to a depositor entity, which then sells and/or contributes such rights to reimbursement to an issuer entity. Each of the issuer and the depositor entities under these facilities is structured as a bankruptcy remote special purpose entity and is the sole owner of its respective assets. Advances made under the DAAT Facility and DPAT II Facility are held in two separate trusts: DAAT, used to hold GSE advances, and DPAT II, used to hold non-GSE advances. This financing provides funding for servicer and protective advances made in connection with Ditech Financial's servicing of certain Fannie Mae and other mortgage loans and is non-recourse to us.
The collateral securing the borrowings outstanding under the DAAT Facility and DPAT II Facility consists primarily of rights to reimbursement for servicer and protective advances in respect of certain mortgage loans serviced by Ditech Financial on behalf of Fannie Mae and other private-label securitization trusts, as well as cash.
As part of our WIMC Exit Warehouse Facilities, the DAAT Facility and DPAT II Facility had maximum capacity sub-limits of $465.0 million and $85.0 million, respectively. The interest on the variable funding notes issued under the DAAT Facility and DPAT II Facility was based on the lender's applicable index, plus a per annum margin of 2.25%. These facilities, together with the WIMC Ditech Financial Exit Master Repurchase Agreement and the WIMC RMS Exit Master Repurchase Agreement were subject, collectively, to a combined maximum outstanding amount of $1.9 billion under our WIMC Exit Warehouse Facilities agreements. At December 31, 2018, Ditech Financial had $218.3 million outstanding under the DAAT Facility and the DPAT II Facility, collectively, on advances totaling $239.8 million, and the WIMC Exit Warehouse Facilities in total had an outstanding balance of $1.3 billion.
As discussed further above, on February 14, 2019, the existing variable funding notes issued under the DAAT Facility and DPAT II Facility were repaid and refinanced with variable funding notes issued in connection with the DHCP DIP Warehouse Facilities and the maximum capacity sub-limits for the DAAT Facility and the DPAT II Facility were changed to $160.0 million and $90.0 million, respectively. Otherwise, the DAAT Facility and DPAT II Facility remain largely intact to finance advances.
Each of the facility's base indenture and indenture supplements include facility events of default and target amortization events customary for financings of this type. The target amortization events include, among other events, events related to breaches of representations, financial and non-financial covenants, certain tests related to the collection and performance of the receivables securing the variable funding notes, defaults under certain other material indebtedness, material judgments and change of control. Upon the occurrence of a target amortization event, the outstanding principal balance of the variable funding notes becomes payable on the first payment date occurring after the occurrence of such target amortization event. Failure to make requisite payments on the variable funding notes following the occurrence of a target amortization event could lead to an event of default. Upon the occurrence of an event of default, specified percentages of noteholders have the right to terminate all commitments and accelerate the variable funding notes under the base indenture, enforce their rights with respect to the collateral and take certain other actions. The events of default include, among other events, the occurrence of any failure to make payments (subject to certain cure periods and including balances due after the occurrence of a target amortization event), failure of Ditech Financial to satisfy various deposit and remittance obligations as servicer of certain mortgage loans, the requirement of the issuer to be registered as an "investment company" under the Investment Company Act of 1940, as amended, certain tests related to the collection and performance of the receivables securing the notes issued pursuant to the base indenture and applicable indenture supplement, removal of Ditech Financial’s status as an approved seller or servicer by either Fannie Mae or Freddie Mac and bankruptcy events.

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