UWM downgraded by Fitch after Q2 loss, Oaktree deal

Fitch Ratings downgraded the long-term issuer default ratings of United Wholesale Mortgage (UWM) to B+ from BB-, citing a sharp increase in leverage driven by second-quarter losses and higher borrowings. UWM’s ratings outlook is stable, Fitch said.

UWM’s corporate leverage, measured as gross nonfunding debt to tangible equity, jumped to 6.1x at the end of the second quarter, up from 3.2x at the end of the first quarter.

“This is up significantly from 1.2x at YE23, and Fitch believes leverage will remain above the previous downgrade trigger of 2.0x over the outlook horizon,” Fitch said in a report released Friday. “Fitch expects UWM’s leverage to decline over time with earnings generation in excess of the expected $165 million annual preferred dividend, as common dividends have been suspended.”

The agency tied the move to increased borrowings used to fund originations and operations. It was also linked to a $603 million hedging loss in the quarter, which UWM said was an attempt to protect its portfolio in case it succeeded in acquiring Two Harbors Investment Corp.’s mortgage servicing rights (MSR) book. But CrossCountry Mortgage (CCM) won the bid for Two Harbors.

On Wednesday, UWM reported a net loss of $451.9 million for the second quarter, while announcing a $2.05 billion strategic capital partnership through the Ishbia family’s new vehicle, SFS Group Capital, alongside Oaktree Capital Management, which includes a $400 million common stock offering.

A spokesperson for the company did not immediately reply to HousingWire‘s request for comment. Mat Ishbia, the company’s president and CEO, said in an online Q&A session on Thursday that estimates are for the leverage ratio — nonfunding debt to equity — to decline from 5.6x to 1.2x after the capital raise.

Debt treatment

Fitch said it is treating the planned issuance of $1.65 billion of series A perpetual preferred stock to Oaktree and the Ishbia family, expected in the fourth quarter of 2026, as debt rather than equity.

Under the terms described, coupons must be paid in cash after year five, or earlier if liquidity drops below $500 million, tangible net worth falls below the preferred liquidation preference, or certain warehouse covenants are breached. The payment-in-kind coupon is 13%, 300 basis points higher than the cash coupon.

Fitch characterized these features as coupon-deferral constraints that prevent the preferred issuance from qualifying for equity credit under its criteria, which require the unrestricted ability to defer or omit coupons for at least five years.

“Additionally, despite the lack of a contractual maturity date, Fitch does not believe the preferred shares will be a permanent part of the capital structure, given the incentives to redeem,” the agency said.

The transaction also includes stock purchase rights for 200 million common shares at the higher of $2 per share or 85% of the market price, expiring in November 2026.

The Ishbia family and Oaktree will backstop the offer, but the backstop may be satisfied with either common stock or junior preferred stock, which Fitch said it may treat similarly to the senior preferred shares.

Despite the downgrade, Fitch said UWM’s ratings remain supported by its market position and franchise, along with adequate liquidity, solid servicing asset quality, a robust integrated technology platform and an experienced management team.

UWM holds a 41% share of the wholesale channel and has been the nation’s largest mortgage originator since the fourth quarter of 2022, according to Inside Mortgage Finance.

This article was written by Flávia Furlan Nunes and generated with the assistance of HousingWire Automation, then reviewed by a HousingWire editor before publication.