UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 29, 2022
Walker & Dunlop, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | | 001-35000 | | 80-0629925 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
7272 Wisconsin Avenue
Suite 1300 Bethesda, MD | | 20814 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (301) 215-5500
Not applicable
(Former name or former address if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol | | Name of each exchange on which
registered |
| Common Stock, Par Value $0.01 | | WD | | New York Stock Exchange |
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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
¨ Emerging growth company
¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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.
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.
| | WALKER & DUNLOP, INC. (Registrant) |
| | | |
| Date: January 4, 2023 | By: | /s/ Richard M. Lucas |
| | | Name: Richard M. Lucas
Title: Executive Vice President, General Counsel & Secretary |
