Transaction will Refinance and Extend the
Maturity of $477,955,000 of its Senior Notes due 2025
loanDepot, Inc. (NYSE: LDI) (“loanDepot”) announced today the
final results of the previously announced offer by its subsidiary
LD Holdings Group LLC (the “Issuer”) to exchange any and all of its
outstanding 6.500% Senior Notes due 2025 (the “Old Notes”) for
newly issued 8.750% Senior Secured Notes due 2027 (“New
Notes”).
As of the expiration time of the exchange offer, approximately
96.0% of the Old Notes were tendered and accepted. As a result, the
Issuer will pay cash totaling approximately $185 million and issue
New Notes in an aggregate principal amount of $340,646,000 in
exchange for the tendered Old Notes.
“The successful completion of our exchange offer is an important
positive milestone achieved in our Vision 2025 Strategic Plan,”
said President and Chief Executive Officer Frank Martell. “Moving
forward, we have de-levered our balance sheet and significantly
extended our debt maturity profile. At the same time, investments
under Vision 2025 in our platforms, products and people position
the company for accelerating growth and returning to profitability
as the market returns to a healthier state.”
Notes to be Exchanged
CUSIP Number
Total Principal Amount
Tendered and Accepted
Percent of Old Notes Tendered
and Accepted
Tender
Consideration(1)
6.500% Senior Notes due 2025
521088AA2 (144A) U5140UAA8 (Reg S)
$477,955,000
96.0%
$712.94 principal amount of New Notes and
$387.06 in cash
(1)
For each $1,000 principal amount of Old
Notes. All consideration amounts are approximate amounts and do not
reflect the impact of rounding in accordance with the terms
described in the Offering Memorandum.
The settlement date for the exchange offer is expected to be
June 24, 2024. Following the settlement date, $19,795,000 aggregate
principal amount of Old Notes will remain outstanding.
The New Notes will not be registered under the Securities Act of
1933 (“Securities Act”), or any other applicable securities laws
and, unless so registered, the New Notes may not be offered, sold,
pledged or otherwise transferred within the United States or to or
for the account of any U.S. person, except pursuant to an exemption
from the registration requirements thereof. Accordingly, the New
Notes are being offered and issued only (i) to persons reasonably
believed to be “qualified institutional buyers” (as defined in Rule
144A under the Securities Act) and (ii) to non-“U.S. persons” who
are outside the United States (as defined in Regulation S under the
Securities Act).
The complete terms and conditions of the exchange offer and a
related consent solicitation were set forth in the confidential
Offering Memorandum and Consent Solicitation Statement dated May
20, 2024, as supplemented by Supplement No.1 to the Offering
Memorandum and Consent Solicitation Statement dated June 4, 2024
(together, the “Offering Memorandum”).
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
the New Notes or any other securities or of consents. The exchange
offer and consent solicitation were only made pursuant to the
Offering Memorandum. The exchange offer was not made to holders in
any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction. The New Notes will not be approved or
disapproved by any regulatory authority, nor will any such
authority pass upon the accuracy or adequacy of the Offering
Memorandum.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements that are
based on management’s beliefs and assumptions and on information
currently available to management. Forward-looking statements
include statements that are not historical facts and can be
identified by terms such as “anticipate,” “believe,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potential,”
“predict,” “project,” “seek,” “should,” “will,” “would” or similar
expressions and the negatives of those terms.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors, such as the satisfaction of the
conditions described in the Offering Memorandum, that may cause
loanDepot’s actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Given these uncertainties, you should not place undue
reliance on forward-looking statements. Also, forward-looking
statements represent management’s beliefs and assumptions only as
of the date of this press release. You should read this press
release with the understanding that loanDepot’s actual future
results may be materially different from what loanDepot
expects.
Important factors that could cause actual results to differ
materially from loanDepot’s expectations are included in the
section entitled “Risk Factors” set forth in the Offering
Memorandum and under the caption “Risk Factors” included in
loanDepot’s Annual Report on Form 10-K for the year ended December
31, 2023, incorporated by reference into the Offering Memorandum.
These factors should not be construed as exhaustive and should be
read in conjunction with the other cautionary statements that are
included in loanDepot’s filings. loanDepot expressly disclaims any
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future
developments or otherwise, except as required by applicable
law.
About loanDepot
loanDepot (NYSE: LDI) is a leading provider of lending solutions
that make the American dream of homeownership more accessible and
achievable for all, especially the increasingly diverse communities
of first-time homebuyers, through a broad suite of lending and real
estate services that simplify one of life’s most complex
transactions. Since its launch in 2010, the company has been
recognized as an innovator, using its industry-leading technology
to deliver a superior customer experience. Our digital-first
approach makes it easier, faster and less stressful to purchase or
refinance a home. Today, as one of the largest non-bank lenders in
the country, loanDepot and its mellohome operating unit offer an
integrated platform of lending, loan servicing, real estate and
home services that support customers along their entire
homeownership journey. Headquartered in Southern California and
with hundreds of local market offices nationwide, loanDepot’s
passionate team is dedicated to making a positive difference in the
lives of their customers every day.
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version on businesswire.com: https://www.businesswire.com/news/home/20240620191988/en/
Investor Relations Contact: Gerhard Erdelji Senior Vice
President, Investor Relations (949) 822-4074
gerdelji@loandepot.com
Media Contact: Rebecca Anderson Senior Vice President,
Communications & Public Relations (949) 822-4024
rebeccaanderson@loandepot.com
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