UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 17, 2006
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
(Address of principal executive offices) | | 91302
(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 (seeGeneral 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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
As discussed below, on November 17, 2006, Countrywide Financial Corporation (the “Company”) and Countrywide Home Loans, Inc., a wholly owned subsidiary of the Company (“CHL”), terminated an existing 364-Day Credit Agreement and entered into a new 364-Day Credit Agreement and a new Five-Year Credit Agreement. The new 364-Day Credit Agreement is identical in form and substance in all material respects to the original agreement, except that Countrywide Bank, N.A., a wholly owned subsidiary of the Company (the “Bank”), has been added as a borrower thereunder and the term of the new agreement commenced on November 17, 2006.
364-Day Credit Agreement
On November 17, 2006, the Company, CHL and the Bank entered into a 364-Day Credit Agreement (the “364-Day Agreement”) with Barclays Bank PLC, as managing administrative agent (“Barclays”), BNP Paribas, as administrative agent (“BNP”), Royal Bank of Canada, as syndication agent (“Royal Bank”), Société Générale, as documentation agent (“Société”), and the Lenders (as defined therein).
The 364-Day 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 364-Day Agreement permits the Company, CHL or the Bank to borrow a maximum of $630,000,000 in the aggregate (which can be increased to up to $780,000,000 upon agreement of the Lenders). As consideration for the 364-Day Agreement, the Company pays certain fees to Barclays, as managing administrative agent, BNP, as administrative agent, Royal Bank, as syndication agent, Société, as documentation agent, and the Lenders. As of November 17, 2006, the Company, CHL and the Bank had no borrowings under the 364-Day Agreement.
Five-Year Credit Agreement
On November 17, 2006, the Company, CHL and the Bank entered into a Five-Year Credit Agreement (the “Five-Year Agreement”) with Barclays, BNP, Royal Bank, Société, and the Lenders. The Five-Year 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 Five-Year Agreement permits the Company, CHL or the Bank to borrow a maximum of $1,470,000,000 in the aggregate (which can be increased to up to $1,820,000,000 upon agreement of the Lenders). As consideration for the Five-Year Agreement, the Company pays certain fees to Barclays, as managing administrative agent, BNP, as administrative agent, Royal Bank, as syndication agent, Société, as documentation agent, and the Lenders. As of November 17, 2006, the Company, CHL and the Bank had no borrowings under the Five-Year Agreement.
Many of the Lenders and/or their affiliates provide other forms of financing to the Company, CHL or the Bank under various other arrangements and some act as underwriters in connection with certain securities offerings by the Company, CHL and the Bank. The foregoing descriptions of the 364-Day Agreement and the Five-Year Agreement are qualified in their entirety by reference to the 364-Day Agreement and the Five-Year Agreement, copies of which are attached as Exhibit 10.1 and Exhibit 10.2, respectively.
Item 1.02 Termination of a Material Definitive Agreement
On November 17, 2006, in connection with the Company, CHL and the Bank entering into the 364-Day Agreement and the Five-Year Agreement, the Company and CHL terminated the Termination and Replacement Agreement to the 364-Day Credit Agreement, dated as of November 19, 2004, among the Company, CHL, the Lenders thereto and Royal Bank, as managing administrative agent (the “Original 364-Day Agreement”), as amended by the First Amendment to Original 364-Day Agreement, dated as of May 11, 2005, among the Company, CHL, the Lenders identified therein, Commerzbank AG, New York and Grand Cayman Branches and Société, as documentation agents, BNP, as syndication agent, Barclays, as administrative agent, and Royal Bank, as managing administrative agent (the “First Amendment to Original 364-Day Agreement”) and the Second Amendment to Original 364-Day Agreement dated as of November 18, 2005, among the Company, CHL, the Lenders identified therein, Lloyds TSB Bank, PLC and Société, as documentation agents, BNP, as syndication agent, Barclays, as administrative agent, and Royal Bank, as managing administrative agent.
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