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):
September 7, 2007 (August 31, 2007)
Centex Corporation
(Exact name of registrant as specified in its charter)
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| Nevada
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1-6776
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75-0778259 |
| (State or other jurisdiction
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(Commission File Number)
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(IRS Employer |
| of incorporation)
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Identification No.) |
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2728 N. Harwood Street, Dallas, Texas
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75201 |
(Address of principal executive offices)
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(Zip code) |
Registrant’s telephone number including area code: (214) 981-5000
Not Applicable
(Former name or former address if changed from 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On August 31, 2007, CTX Mortgage Company, LLC, a Delaware limited liability company (“CTX
Mortgage”) and an indirect wholly-owned subsidiary of Centex Corporation, a Nevada corporation
(“Centex”), entered into a committed bank mortgage warehouse credit facility (the “Warehouse
Facility”) with JPMorgan Chase Bank (collectively with other banks that may become parties thereto
as buyers, the “Banks”) in order to provide financing for mortgage loans originated by CTX Mortgage
in the ordinary course of its mortgage finance business. The Warehouse Facility provides for,
among other things, the sale by CTX Mortgage to the Banks, on a revolving basis, of mortgage loans
with associated borrowings of up to an aggregate of $450 million. Such loans will generally be
repurchased by CTX Mortgage on a specified date or on demand and will then be resold by CTX
Mortgage to third parties. The facility has an accordion feature under which, subject to the
successful syndication of additional committed capacity, the Banks may extend up to an additional
$550 million of borrowings on mortgage loans on the same terms. Mortgage loans eligible for sale
by CTX Mortgage under the Warehouse Facility are conforming loans, FHA/VA-eligible loans and jumbo
loans meeting conforming underwriting guidelines except as to the size of the loan. For financial
accounting purposes, borrowings under the Warehouse Facility will constitute short-term debt
obligations of CTX Mortgage, and will be consolidated on Centex’s financial statements. The
Warehouse Facility renews and increases a similar $200 million warehouse credit facility that
expired in August 2007. The Warehouse Facility contains various affirmative and negative
covenants, representations, warranties and events of default or termination of a type generally
customary for facilities of this type. In addition to the new Warehouse Facility, CTX Mortgage has
a $200 million committed warehouse financing facility with another lender.
Until recently, CTX Mortgage funded the origination of mortgage loans predominantly through
the sale of loans to Harwood Street Funding I, LLC (“HSF-I”), a special purpose entity. Under the
HSF-I facility, HSF-I generally obtained the funds needed to purchase eligible mortgage loans from
CTX Mortgage by issuing short-term securities. In mid-2007, the
credit markets experienced disruption and a curtailment of liquidity. For a discussion of certain market
conditions affecting our ability to finance our mortgage operations, please see the risk factors
contained in our periodic reports on Form 10-K and 10-Q. As a result of the more recent market
conditions affecting mortgage-backed loans, which worsened significantly in August 2007, beginning
in August 2007, CTX Mortgage realized that it may not be able to
rely on asset-backed funding vehicles, such as HSF-I, for its
primary mortgage funding needs. In
order to diversify its capital sources and provide additional
liquidity, CTX Mortgage has elected to
increase the amount of available warehouse credit lines by entering into the renewed Warehouse
Facility. CTX Mortgage may seek to enter into additional mortgage warehouse facilities with other
lenders. CTX Mortgage reduced the maximum amount of debt that HSF-I can issue from $3.0 billion to $1.5
billion. Further use of HSF-I will depend on market conditions.