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loanDepot Announces Final Results of Exchange Offer

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loanDepot (NYSE: LDI) has finalized an exchange offer, refinancing and extending the maturity of $477.955 million of 6.500% Senior Notes due 2025. Approximately 96% of these notes were tendered and accepted. To refinance, loanDepot will pay $185 million in cash and issue $340.646 million in new 8.750% Senior Secured Notes due 2027. This move is part of their Vision 2025 Strategic Plan aimed at deleveraging the balance sheet and positioning the company for growth and profitability. The settlement date is expected to be June 24, 2024, leaving $19.795 million of the old notes outstanding.

Positive
  • 96% of the old notes were successfully tendered and accepted.
  • The company will issue $340.646 million in new notes maturing in 2027.
  • De-leveraging the balance sheet as part of the Vision 2025 Strategic Plan.
  • Positioning for accelerated growth and return to profitability.
Negative
  • Remaining $19.795 million of old notes still outstanding.
  • Unregistered new notes may limit liquidity and investor base.

Insights

The decision by loanDepot to refinance and extend the maturity of its senior notes is a significant move in the debt markets. The refinancing involves exchanging older notes due in 2025 with newer ones due in 2027, at a higher interest rate. The $477,955,000 in senior notes initially due in 2025 will now be pushed to 2027 at an increased interest rate of 8.75%. This move is aimed at deleveraging and managing the company's debt profile more effectively.

From a financial standpoint, this offers both opportunities and risks. Extending the maturity provides immediate relief from upcoming obligations, thus improving short-term liquidity. However, the 2.25% increase in the interest rate means higher costs in the long run. This will impact the company's profit margins unless it effectively uses the time gained to bolster financial performance.

In the broader context of the financial markets, this refinancing is a positive indicator that loanDepot is actively managing its debt, which could boost investor confidence, particularly in a rising interest rate environment. However, investors should keep an eye on the company’s ability to meet these higher interest payments over the extended period.

Overall, the refinancing can be viewed as a strategic move to manage short-term risk while accepting higher long-term costs.

This refinancing activity by loanDepot is a strategic maneuver within the mortgage and lending market. Extending the maturity of the senior notes from 2025 to 2027 places the company in a better position to manage market fluctuations and economic cycles. The note exchange at a higher interest rate reflects current market conditions and investor sentiment within the lending industry, where risk premiums have risen.

By accepting 96% of the old notes, the company has achieved a high level of participation from noteholders, suggesting a strong level of trust and acceptance from institutional investors. Typically, high participation rates in such exchanges indicate confidence in the company's future prospects. Moreover, the issuance of new senior secured notes, as opposed to unsecured ones, provides a layer of security for investors, making the investment less risky compared to unsecured debt.

Retail investors should note that while the company has extended its debt maturity, it has not eliminated its debt. The financial health of loanDepot will continue to depend on its revenue generation and cost management strategies. Monitoring the company's future earnings reports will be important to gauge how well it is managing its debt load and whether it is on a path to profitability.

Transaction will Refinance and Extend the Maturity of $477,955,000 of its Senior Notes due 2025

IRVINE, Calif.--(BUSINESS WIRE)-- 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.

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

Source: loanDepot, Inc.

FAQ

What is the exchange offer announced by loanDepot (LDI)?

loanDepot announced an exchange offer to refinance $477.955 million of its 6.500% Senior Notes due 2025 by issuing new 8.750% Senior Secured Notes due 2027.

When is the settlement date for loanDepot's (LDI) exchange offer?

The settlement date for the exchange offer is expected to be June 24, 2024.

How much of loanDepot's (LDI) old notes were tendered?

Approximately 96% of loanDepot's old notes were tendered and accepted in the exchange offer.

What is the principal amount of new notes issued by loanDepot (LDI)?

loanDepot will issue new notes with an aggregate principal amount of $340.646 million.

What is the cash consideration for loanDepot's (LDI) exchange offer?

loanDepot will pay approximately $185 million in cash as part of the exchange offer.

What is the interest rate on loanDepot’s (LDI) new notes?

The new notes will have an interest rate of 8.750%.

How much of loanDepot's (LDI) old notes will remain outstanding after the exchange offer?

Following the exchange offer, $19.795 million of the old notes will remain outstanding.

loanDepot, Inc.

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