Attached files
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EX-10.2 - EX-10.2 - AMERICAN GENERAL FINANCE INC | y89426exv10w2.htm |
EX-10.3 - EX-10.3 - AMERICAN GENERAL FINANCE INC | y89426exv10w3.htm |
EX-10.1 - EX-10.1 - AMERICAN GENERAL FINANCE INC | y89426exv10w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): January 31, 2011
Commission file number 2-82985
AMERICAN GENERAL FINANCE, INC.
(Exact name of registrant as specified in its charter)
Indiana | 35-1313922 | |
(State of Incorporation) | (I.R.S. Employer Identification No.) | |
601 N.W. Second Street, Evansville, IN | 47708 | |
(Address of principal executive offices) | (Zip Code) |
(812) 424-8031
(Registrants telephone number, including area code)
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement | ||||||||
Item 9.01. Financial Statements and Exhibits | ||||||||
Signature | ||||||||
EX-10.1 | ||||||||
EX-10.2 | ||||||||
EX-10.3 |
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement.
On January 31, 2011, MorEquity, Inc. (MorEquity), American General Home Equity, Inc. and American
General Financial Services of Arkansas, Inc. (collectively, the Owners), each of which is an
indirect subsidiary of American General Finance, Inc. (AGFI), entered into a subservicing
agreement with Nationstar Mortgage LLC (Nationstar), dated as of February 1, 2011, whereby all of
the centralized real estate mortgage loans from time to time owned by the Owners (approximately
$3.3 billion as of December 31, 2010) (the Portfolio Loans) will be subserviced by Nationstar.
Nationstar is a non-subsidiary affiliate of AGFI and the Owners.
On January 31, 2011, MorEquity and Nationstar also entered into two other subservicing agreements,
both dated as of February 1, 2011, whereby Nationstar will subservice certain residential mortgage
loans that MorEquity currently services for two securitizations, known as the American General
Mortgage Loan Trust 2006-1 and the American General Mortgage Loan Trust 2010-1 (the 2010-1
Trust), totaling approximately $1.2 billion as of December 31, 2010 (the Securitized Loans).
The Portfolio Loans and the Securitized Loans are referred to as the Loans.
The subservicing agreements require Nationstar to subservice the Loans on behalf of the Owners
consistent with its normal servicing practices and, as applicable, the terms of the Loans and
securitization documents. The subservicing agreements will not affect the servicing of
branch-based mortgage loans by other AGFI subsidiaries.
In connection with the subservicing agreements, the Owners have made customary representations,
warranties and covenants concerning, among other things, their ownership of the Portfolio Loans and
conformity of certain Loans in all material respects with applicable laws and other requirements.
Events of default for Nationstar under the subservicing agreements include, among other things, its
failure to make deposits of certain amounts collected or to provide reports. Events of default for
the Owners include, among other things, their failure to pay shortfalls on certain advances or
draws on Portfolio Loans that are home equity lines of credit (which constitute a small portion of
the Portfolio Loans).
The Owners will be able to terminate the subservicing agreements upon the occurrence of certain
events, including defaults by Nationstar or, at the Owners sole discretion, upon 90 days notice
(convenience termination). The Owners will be required to pay a termination fee if they exercise
a convenience termination. The subservicing agreements also will be able to be terminated with
respect to any Portfolio Loans that are sold or securitized by the Owners. A default by Nationstar
under the subservicing agreement for the 2010-1 Trust could result in a default under the
securitization documents for the 2010-1 Trust, which could allow the master servicer to replace
MorEquity as the servicer. Nationstar will be able to terminate the subservicing agreements if the
Owners default, if Nationstar determines that it cannot continue to subservice the Loans under
applicable law (after reasonable attempts to restore its ability to subservice), or upon at least
180 days written notice. If any of the subservicing agreements is terminated, the Owners could be
required to locate an alternate subservicer if they are unable to handle servicing internally.
Nationstar will receive certain fees for its subservicing services, including the right to retain
certain income incidental to servicing.
Nationstar started subservicing on February 1, 2011.
The foregoing description of the subservicing agreements is qualified in its entirety by the
complete text of the subservicing agreements, copies of which are attached hereto as Exhibits 10.1,
10.2 and 10.3 and are incorporated herein by reference in their entirety.
Table of Contents
CAUTIONARY STATEMENT
This Current Report on Form 8-K contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including the expected subservicing of the Loans
by Nationstar. Please refer to our Quarterly Reports on Form 10-Q for the quarterly periods ended
September 30, 2010, June 30, 2010 and March 31, 2010, our Annual Report on Form 10-K for the fiscal
year ended December 31, 2009, our Current Report on Form 8-K filed with the Securities and Exchange
Commission (the SEC) on December 3, 2010, and other past and future reports and other information
that we have filed or file with the SEC for a description of the business environment in which we
operate and the important factors, many of which are outside of our control, which could cause our
actual results, financial condition and business practices to differ, possibly materially, from
those indicated in forward-looking statements. We are under no obligation (and expressly disclaim
any obligation) to update or alter any forward-looking statement, whether written or oral, that we
may make from time to time, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 10.1
|
Subservicing Agreement, dated as of February 1, 2011, among MorEquity, Inc., American General Financial Services of Arkansas, Inc. and American General Home Equity, Inc., as owners and as servicers, and Nationstar Mortgage LLC, as subservicer (portions of this Exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934) | |
Exhibit 10.2
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Subservicing Agreement (American General Mortgage Loan Trust 2006-1), dated as of February 1, 2011, between MorEquity, Inc., as servicer, and Nationstar Mortgage LLC, as subservicer (portions of this Exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934) | |
Exhibit 10.3
|
Subservicing Agreement (American General Mortgage Loan Trust 2010-1), dated as of February 1, 2011, between MorEquity, Inc., as servicer, and Nationstar Mortgage LLC, as subservicer (portions of this Exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934) |
Table of Contents
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 thereunto duly authorized.
AMERICAN GENERAL FINANCE, INC. (Registrant)
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Date: February 4, 2011 | By | /s/ Donald R. Breivogel, Jr. | ||
Donald R. Breivogel, Jr. | ||||
Senior Vice President and Chief Financial Officer | ||||