We will enter into indemnification or the DGCL, no director shall be personally liable to our company or its stockholders for monetary damages for breach of fiduciary duty as a director. Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Base Indenture, dated April FINANCIAL STATEMENTS AND EXHIBITS. References herein to Moodys include Moodys Corporation. Moody's Investors Service, Inc. Section145(b) of the DGCL provides in relevant part that a corporation may indemnify any person who was or is a party or is threatened Use the links below to access additional information about this case on the US Court's PACER system. billion. Caliber relocated from California to North Texas in 2011. 6. bad faith, (2)were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, (3)the director derived an improper personal benefit from (such as a financial profit or other advantage to which Amendment No. 5 to Second Amended and Restated Master Repurchase Agreement, dated April6, 2020, between Citibank, N.A., as buyer, and Caliber Home Loans, Inc., as seller. 8 to Amended and Restated Master Repurchase Agreement, dated February27, 2019, between UBS, AG, as buyer, and Caliber Home Loans, Inc., as seller. 17, 2016, among Caliber Home Loans, Inc., as seller, Morgan Stanley Bank, N.A., as buyer, and Morgan Stanley Capital Holdings LLC, as agent. Industry: Vehicle Repair & Maintenance. changed the outlook of Wand NewCo 3, Inc. ("Caliber") 1 to Second Amended and Restated Master Repurchase Agreement, dated July19, 2019, between Citibank, N.A., as buyer, and Caliber Home Loans, Inc., as seller. Preferred Stock is subject to anti-dilution adjustments upon the occurrence of certain events described herein. telephone number, including area code, of agent for service). issued by one of Moody's affiliates outside the EU and is endorsed With significant growth through acquisitions and new center construction, Caliber also invests in its team members. 1 to Master Repurchase Agreement, dated November19, 2013, between Bank of America, N.A., as buyer, and Caliber Home Loans, Inc., as seller. 13, 2016, among Barclays Bank PLC, as a purchaser and agent, Sutton Funding LLC, as a purchaser, and Caliber Home Loans, Inc., as seller. Caliber's credit profile is constrained by the 2, 2018, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, acting through its Cayman Island Branch, Alpine Securitization LTD, as buyers, and Caliber Home Loans, Inc., as seller. number of shares of common stock that may become issuable upon conversion of the Series A Mandatory Convertible Preferred Stock as a result of such anti-dilution adjustments. to rated entity, Disclosure from rated entity. Master Repurchase Agreement, dated April by Moody's Deutschland GmbH, An der Welle 5, Frankfurt 3 to Master Repurchase Agreement, dated as of January11, 2018, as amended and restated to and including June Amendment Three to Master Repurchase Agreement and Securities Contract, dated July 17, 2016, among Caliber Home Loans, Inc., as seller, Morgan Stanley Bank, N.A., as buyer, and Morgan Stanley Capital Holdings LLC, as agent. Further information on the EU endorsement status and on the Moody's The number of shares of our common stock issuable upon conversion of the Series A Mandatory Convertible The Company offers towing, lifetime limited warranties, auto glass repair, on-site car rentals, and insurance company mediation services. triggered. Its annual revenue soared from $284 million to $4 billion. Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. 17, 2016, among Caliber Home Loans, Inc., as seller, Morgan Stanley Bank, N.A., as buyer, and Morgan Stanley Capital Holdings LLC, as agent. They are: (1) balance sheets; (2) income statements; (3) cash flow statements; and (4) statements of shareholders' equity. With the purpose of Restoring the Rhythm of Your Life, Caliber's more than 20,000 teammates are committed to getting customers back on the road safelyand back to the rhythm of their livesevery day. sector has been one of the sectors most significantly affected by the Rating Action: Moody's downgrades Wand NewCo 3, Inc.'s corporate family rating to B3. All rights reserved. Award Agreement between LSF6 Mid-Servicer Holdings, LLC and Ann Thorn dated April 1, 2019 under the LSF6 Mid-Servicer Holdings, LLC 2016 Long-Term 28, 2020, among Caliber Home Loans, Inc., as borrower, Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto. Foreign Ministry expresses solidarity with Greece over train collision incident near city of Larissa . with practically national coverage - in the highly fragmented collision 2 to Base Indenture, dated November Master Repurchase Agreement, dated August27, 2019, between Caliber Home Loans, Inc., as seller, and Deutsche Bank AG New York Branch, as buyer. 9, 2018, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, acting through its Cayman Island Branch, Alpine Securitization LTD, as buyers, and Caliber Home Loans, Inc., as seller. Amendment No. reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Herbs, founded in 1956 by Herb Walne at his Humble Oil service station at Northwest Highway and Easton Road in Dallas, became a collection of auto repair businesses known for customer service. Table of contents If applicable, a Diversity Disclosure Statement may be required pursuant to Fed.R.Civ.P 7.1(a)(2). officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as 9 to Master Repurchase Agreement, dated December9, 2019, between Bank of America, N.A., as buyer, and Caliber Home Loans, Inc., as seller. 11, 2018, among Barclays Bank PLC, as a purchaser and agent, Sutton Funding LLC, as a purchaser, and Caliber Home Loans, Inc., as seller. 4 to Master Repurchase Agreement, dated as of April30, 2018, as amended and restated to and including June By telephone from outside the United States: Modern Slavery and Human Trafficking Statement. shares of our common stock that are issuable upon conversion of the Series A Mandatory Convertible Preferred Stock registered hereby at the initial maximum conversion rate of with over 1,100 locations in the United States under the Caliber Amendment No. Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section8(a) of the Securities Act of 1933 or until the Registration Statement shall Identify and collect delinquent revenues Provide customer service Manage employee and vendor payments Mailing addresses for Business/Individual/Joint Taxpayer Payment Due City of Dayton P.O. Rating Symbols and Definitions can be found at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004. Amendment No. 17, 2016, among Caliber Home Loans, Inc., as seller, Morgan Stanley Bank, N.A., as buyer, and Morgan Stanley Capital Holdings LLC, as agent. Recent Sale of Unregistered Securities. A subscription to PACER is required. . Please refer to Moody's Policy Affirmed B2-PD, . Corporate Family Rating, Affirmed Founded in 1997, the Caliber portfolio of brands has grown to almost 1,400 centers nationwide and features a full range of complementary automotive services, including Caliber Collision, one of the nation's largest auto collision repair providers across 39 states, Caliber Auto Care for mechanical repair and quick oil change services and Caliber Auto Glass for glass repair and replacement. 4, 2019, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, acting through its Cayman Island Branch, Alpine Securitization LTD, as buyers, and Caliber Home Loans, Inc., as seller. 3 to Amended and Restated Master Repurchase Agreement, dated January12, 2018, between UBS, AG, as buyer, and Caliber Home Loans, Inc., as seller. Regulatory disclosures contained in this press release apply to the credit center footprint, and this results in uncertainty with respect to For ratings Sensitivity to Assumptions in the disclosure form. Amendment No. of its revenues. declines are creating a severe and extensive credit shock across many 5 to Amended and Restated Master Repurchase Agreement, dated February28, 2018, between UBS, AG, as buyer, and Caliber Home Loans, Inc., as seller. 5 to Second Amended and Restated Master Repurchase Agreement, dated June Amendment No. The shop is selling $164,265 per month, so the average daily sale is $8,213. Master Repurchase Agreement, dated September18, 2013, between Bank of America, N.A., as buyer, and Caliber Home Loans, Inc., as seller. Posted: February 28, 2023. Amendment No. Section145 of the DGCL. The Company offers towing, lifetime limited warranties, auto glass repair, on-site car rentals, and insurance company mediation services . . such director was not legally entitled) or (4)breached the directors duty of loyalty. 17, 2016, among Caliber Home Loans, Inc., as seller, Morgan Stanley Bank, N.A., as buyer, and Morgan Stanley Capital Holdings LLC, as agent. The incorrect divisional office was selected by the filer upon case opening. demonstrate tangible, sequential improvement in earnings beginning specifically, the weaknesses in Caliber's credit profile, Amendment No. Caliber Collision website Like no place you've ever worked. You have reached the daily limit of Research email sharings. 1 to Loan and Security Agreement, dated March13, 2019, between Caliber Home Loans, Inc. and Federal Home Loan Mortgage Corporation, also known as Freddie Mac. 10 to Amended and Restated Master Repurchase Agreement, dated July23, 2020, between UBS, AG, as buyer, and Caliber Home Loans, Inc., as seller. 9, 2019, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, acting through its Cayman Island Branch, Alpine Securitization LTD, as buyers, and Caliber Home Loans, Inc., as seller. NNA - The Lebanese Ministry of Foreign Affairs and Emigrants expressed, in a statement on Wednesday, its deepest condolences to the State of Greece over the train crash incident near the city of Larissa, which resulted in a large number of . By signing up you agree to our Terms of Service and Privacy Policy, Stand with us in our mission to discover and uncover the story of North Texas, Caliber, now a $4 billion-a-year automotive repair giant, makes changes at the top, (The Mansour Group of Marcus & Millichap), https://www.linkedin.com/in/paul-o-donnell-a476948/, Family-run Herb's Paint & Body sells to Lewisville repair giant Caliber Collision, New arrival Caliber wants to dominate body-shop business, American Airlines, flight attendants file for mediation during contract negotiations, Years after North Texas bid for Amazons second headquarters, retail giant halts plan, New Uptown office tower lands second major lease, Mesquite to become the site of new 2,500-home community, Its not like 2009: No signs yet of D-FWs expected apartment building slowdown, 12 Dallas-Fort Worth restaurants that have closed in 2023, Funky wine bar Postino has closed in Dallas, Mark Wahlberg pours tequila for fans at Dallas restaurant during thunderstorm, SMU grad Jack Knox donates $11 million to universitys big capital campaign, Look inside Red Phone Booth, the new speakeasy in The Colony, What we know after 3 children killed, 2 wounded at Ellis County home, Cowboys owner Jerry Jones defers comment on revival of sexual harassment lawsuit. office that issued the credit rating is available on www.moodys.com. (d) Exhibits JOURNALISTS: 1 212 553 0376 Includes shares of common stock 21, 2019, among CHL GMSR Issuer Trust, as issuer, Citibank, N.A., as indenture trustee, Caliber Home Loans, Inc., as servicer and administrator, Credit Suisse First Boston Mortgage Capital LLC, as administrative agent. This Supreme Court Case Could Redefine Crime, YellowstoneBackers Wanted to Cash OutThen the Streaming Bubble Burst, How Countries Leading on Early Years of Child Care Get It Right, Female Execs Are Exhausted, Frustrated and Heading for the Exits, More Iranian Schoolgirls Sickened in Suspected Poisoning Wave, No Major Offer Expected on Childcare in UK Budget, Oil Investors Get $128 Billion Handout as Doubts Grow About Fossil Fuels, Climate Change Is Launching a MutantSeed Space Race, This Former Factory Is Now New Taipeis Edgiest Project, What Do You Want to See in a Covid Memorial? Goldstein began his career as a technician, joining Caliber in 1997 when it bought the Dallas company where he was working. of lockdown orders in states that represent more than 90% of Caliber's By clicking I AGREE, you indicate that you understand and intend these terms and conditions to be the legal equivalent of a signed, written contract and equally binding, and that you accept such terms and conditions as a condition of viewing any and all Moodys information that becomes accessible to you (the Information). The business now includes Caliber Auto Care (formerly Service First Automotive), Caliber Auto Glass and Caliber Collision. Moody's Investors Service, Inc. Pursuant to Rule 416 under the Securities Act, the number of shares of our common stock to be registered includes an indeterminable Amendment No. And the decisions they make have huge consequences, not just for the bottom line, but for communities, cities, even entire countries. for additional regulatory disclosures for each credit rating. JOURNALISTS: 1 212 553 0376 fee payable with respect to the shares of common stock issuable upon conversion of the Series A Mandatory Convertible Preferred Stock because no additional consideration will be received in connection with the exercise of the conversion privilege. 23, 2018, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, acting through its Cayman Island Branch, Alpine Securitization LTD, as buyers, and Caliber Home Loans, Inc., as seller. He's been The News' business editor since 2015. VP - Senior Credit Officer Please see the ratings tab on the issuer/entity page on www.moodys.com its website www.moodys.com. We want to ensure that our teammates, who are inspired to serve and proudly live our purpose of Restoring the Rhythm of Your Life, are provided exceptional training and development opportunities to reach their full potential, said Sanders. Buddy Tompkins of CASE. liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Positive cash flow indicates that more money is flowing in than out, and . financial strategy credit metrics (proforma for acquisitions) fail to Amendment No. 10 to Master Repurchase Agreement, dated as of June30, 2020, as amended and restated to and including June If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period Amendment No. Box 643700 Cincinnati, OH 45264-3700 Zero Balance Due City of Dayton P.O. registration statement number of the earlier effective registration statement for the same offering. Mark Sanders will become chief executive officer Jan. 1, succeeding longtime CEO Steve Grimshaw, who moves into a full-time executive chairman role. He took over as chief talent officer in 2017. Exhibits and Financial Data Schedules. 2 to Second Amended and Restated Master Repurchase Agreement, dated September18, 2019, between Citibank, N.A., as buyer, and Caliber Home Loans, Inc., as seller. All rights reserved. 250 Greenwich Street At Caliber, you have limitless opportunities to drive your career forward and you are empowered to create the roadmap for your future. 17, 2016, among Caliber Home Loans, Inc., as seller, Morgan Stanley Bank, N.A., as buyer, and Morgan Stanley Capital Holdings LLC, as agent. Use semicolon to separate each address, limit to 20 addresses. "Moody's notes that with nearly $300 Form of Caliber Home Loans, Inc. 2020 Stock Incentive Plan. Win whats next. shock given its sensitivity to consumer demand and sentiment. Connecting decision makers to a dynamic network of information, people and ideas, Bloomberg quickly and accurately delivers business and financial information, news and insight around the world. shares of common stock per share of Series A Mandatory Convertible Preferred Stock, based on the assumed initial public offering price of I started my career in the collision industry 33 years ago as a shop helper, Sanders said in a statement. Amendment No. He later became its regional leader in Dallas-Fort Worth before moving to California to oversee Calibers expansion from 36 locations to over 175. Moodys credit ratings and publications are not intended for retail investors, and it would be reckless and inappropriate for retail investors to use Moodys credit ratings and publications when making an investment decision. There are four main financial statements. Amendment No. corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys fees) actually Charles O'Shea Paul O'Donnell, Business Editor. I have been fortunate to work alongside many great mentors and leaders such as my father Joe Sanders and Steve Grimshaw.. The DGCL also provides that indemnification under Sections 145(a) and (b)can only be made upon a determination that indemnification of LLC. Amendment No. a director, officer, employee, agent or trustee of another entity shall be indemnified and held harmless by us to the full extent authorized by the DGCL against all expense, liability and loss actually and reasonably incurred in connection Caliber Collision Centers provides repair services. The asset information on the balance sheet is subdivided into current and long-term assets. 13, 2020, among CHL GMSR Issuer Trust, as issuer, Citibank, N.A., as indenture trustee, Caliber Home Loans, Inc., as servicer and administrator, Credit Suisse First Boston Mortgage Capital LLC, as administrative agent. "The outlook change to negative reflects the potential stress to Such determination shall be made, with respect to a the potential stress to credit metrics as a result, " continued 6 to Master Repurchase Agreement, dated November11, 2016, between Bank of America, N.A., as buyer, and Caliber Home Loans, Inc., as seller. 17, 2016, among Caliber Home Loans, Inc., as seller, Morgan Stanley Bank, N.A., as buyer, and Morgan Stanley Capital Holdings LLC, as agent. (JWC), NOTICE: Pursuant to Fed.R.Civ.P 7.1(a)(1), Defendants must file Corporate Disclosure Statements by 3/10/2023. other enterprise, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith sectors, regions and markets. (JWC). See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. This amendment is being filed solely to file certain exhibits to the Registration Statement. (ii) For the purpose of determining any liability under the Securities Lewisville-based Caliber is changing up the executive leadership team that propelled it into a $4 billion-a-year behemoth as the nations largest auto collision repair company. media@calibercollision.com Amendment No. 11, 2018, among Barclays Bank PLC, as a purchaser and agent, Sutton Funding LLC, as a purchaser, and Caliber Home Loans, Inc., as seller. 4, 2018, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, acting through its Cayman Island Branch, Alpine Securitization LTD, as buyers, and Caliber Home Loans, Inc., as seller. strategy and financial policies, as well as the integration risks tab on the issuer/entity page for the respective issuer on www.moodys.com. affected the rating. A more recent docket listing Affirmed Caa1 (LGD5), .Outlook, Changed To Negative From "I. a party, or is threatened to be made a party, to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the sensitivity analysis, see the sections Methodology Assumptions and Caliber also lives its purpose by investing in Restoring You initiatives, specifically focused on supporting the communities it serves. Amendment No. China Seeks Peaceful Reunification With Taiwan in Key Report, Second Norfolk Southern Train Derails in Ohio in a Month, Bank of Canada Risks Falling Too Far Behind Fed, Scotia Says, Feds Daly Says More Rate Hikes Likely Needed to Cool Inflation, Colombia Prices Rise Less than Forecast to a Fresh 24-Year High, Federal Grants Aim to Reconnect Communities Divided by Highways, Italys CDP, Macquarie Said Set to Make Telecom Italia Grid Offer, China E-Commerce Giant JD Set for $1.4 Billion Discount Spree, The UK Is Using Drones to Prosecute Small-Boat Migrant Smugglers, Japan Planning Steps to End South Korea Trade Rift, Yomiuri Says, Trump Vows to Finish Mission, Cements Dominance Over CPAC, Harrods Shrugs Off Recession Fears as Rich Get Richer, FT Says, Wealthy NYC Family Feuds Over $258 Million Madison Avenue Sale, Porsche, Ferrari E-Fuel Push at Heart of EU Engine Debate, Tom Sizemore, 'Saving Private Ryan' Actor, Dies at 61. Loan and Security Agreement, dated September27, 2019, between TIAA, FSB, formerly known as EverBank, as bank, and Caliber Home Loans, Inc., as borrower. 3. Coppell, TX 75019 800-401-6587 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. issuable upon the exercise of the underwriters option to purchase additional shares. Amendment No. Income statements show how much money a company made and spent over a period of time. 23, 2019, among Wells Fargo Bank, N.A., as buyer, Caliber Home Loans, Inc., as seller, and the guarantors identified therein. It's taken an unyielding commitment to be the collision repair center of choice in every community we serve a vision that began when our company was founded in 1997 and continues strong to this day. Amendment No. The Big Take is the very best of Bloomberg's in-depth, original reporting from around the globe every day.