Current Report Filing (8-k)

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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): November 15, 2021

UWM Holdings Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware

001-39189

82-2124167

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

585 South Boulevard E.
Pontiac,			Michigan						48341
(Address of principal executive offices)									(Zip Code)

[phone]

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report): Not Applicable

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

UWMC

New York Stock Exchange

Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50

UWMCWS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

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Item 1.01    Entry into a Material Definitive Agreement.

On November 15, 2021, United Wholesale Mortgage, LLC (“UWM”), an indirect subsidiary of UWM Holdings Corporation (the “Company”), entered into a Purchase Agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC. and BofA Securities, Inc., as representatives of the several initial purchasers named therein. Pursuant to the Purchase Agreement, UWM agreed to sell $500 million aggregate principal amount of 5.750% senior unsecured notes due 2027 (the “Notes”). UWM expects the closing of the Notes to occur on November 22, 2021.

UWM intends to use the net proceeds for general corporate purposes and to fund growth.

The Purchase Agreement contains customary representations, warranties, conditions to closing, indemnification rights and obligations of the parties.

Certain of the initial purchasers and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with UWM and its affiliates.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet

Arrangement of Registrant.

The information set forth under Item 1.01 is incorporated by reference herein.

Item 8.01    Other Events.

On November 15, 2021, the Company issued a press release announcing UWM’s intention to offer $500 million aggregate principal amount of Notes. A copy of the press release is filed herewith as Exhibit 99.1.

On November 15, 2021, the Company issued a press release announcing the pricing of UWM’s $500 million aggregate principal amount of Notes. A copy of the press release is filed herewith as Exhibit 99.2.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.18						Purchase Agreement, dated November 15, 2021, between United Wholesale Mortgage, LLC and J.P. Morgan Securities LLC and BofA Securities, Inc., as representative of the several initial purchasers listed on Schedule A thereto.
99.1						Press release issued by UWM Holdings Corporation on November 15, 2021.
99.2						Press release issued by UWM Holdings Corporation on November 15, 2021.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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.

Date: November 15, 2021

UWM HOLDINGS CORPORATION
By:						/s/ Timothy Forrester
Name:						Timothy Forrester
Title:						Chief Financial Officer