Item 7.01 Regulation FD Disclosure.
As previously disclosed, on October 20, 2017, the Company entered into (i) an Amended and Restated Restructuring Support
Agreement (as amended, the “Term Loan RSA”) with lenders holding, as of the date hereof, more than 95% of the loans and commitments outstanding (the “Term Loans”) under that certain Amended and Restated Credit Agreement, dated as
of December 19, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among the Company, as the borrower, Credit Suisse AG, as administrative agent, and the lenders party thereto, and
(ii) a Restructuring Support Agreement (the “Senior Noteholder RSA”, and together with the Term Loan RSA, the “RSAs”) with senior unsecured noteholders holding, as of the date hereof, more than 85% of the 7.875% senior
unsecured notes due 2021 (the “Senior Notes”) outstanding under that certain Indenture, dated as of December 17, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among the
Company, the guarantors party thereto, and Wilmington Savings Fund Society, FSB, a national banking association as successor trustee.
On November 6, 2017, pursuant to the terms of the RSAs, the Company commenced the solicitation of votes (the “Solicitation”) to obtain acceptances of the Prepackaged Chapter 11 Plan of
Reorganization of Walter Investment Management Corp. and Affiliate
Co-Plan
Proponents, dated November 6, 2017 (the “Prepackaged Plan”). The Company intends to commence a chapter 11 case (the
“Chapter 11 Case”) following the conclusion of the Solicitation in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).
In connection with the commencement of the Solicitation, a disclosure statement relating to the Prepackaged Plan (the “Disclosure
Statement”) was distributed to certain creditors of the Company. Included in the Disclosure Statement is the Prepackaged Plan. A summary of the key features of the Prepackaged Plan was included in Item 1.01 to the Company’s Current Report
on Form
8-K
filed on October 23, 2017. That description of the Prepackaged Plan does not purport to be complete and is qualified in its entirety by reference to the Prepackaged Plan, a copy of which is
included as an exhibit to the Disclosure Statement, which is being furnished as Exhibit 99.1 to this Form
8-K,
and is incorporated into this Item 7.01 by reference.
The information furnished pursuant to Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any of the Company’s filing under the Securities Act of 1933, as amended, unless specifically identified therein
as being incorporated therein by reference.
Risks and uncertainties relating to the proposed restructuring include: the
ability of the Company to comply with the terms of the RSAs, including completing various stages of the restructuring within the dates specified by the RSAs; the ability of the Company to obtain requisite support for the restructuring from various
stakeholders; the ability of the Company to obtain sufficient votes for the Prepackaged Plan; the ability of the Prepackaged Plan to satisfy all the requirements necessary for confirmation by the Bankruptcy Court; the ability of the Company to
maintain the listing of its common stock on the New York Stock Exchange; the ability of the Company to successfully execute the transactions contemplated by the RSAs without substantial disruption to the business of, or a Chapter 11 bankruptcy
filing by, one or more of its primary operating or other subsidiaries; the high
costs of bankruptcy proceedings and related fees, including the risk that the restructuring will take longer than anticipated; the ability of the Company to obtain sufficient financing to allow
it to emerge from bankruptcy and execute its business plan post-emergence, and its ability to comply with the terms and conditions of that financing; the actions and decisions of the Company’s creditors and other third parties who have
interests in the Chapter 11 Case that may be inconsistent with the Company’s operational and strategic plans; the ability of the Company to continue as a going concern; and the effects of disruption from the proposed restructuring making it
more difficult to maintain business, financing and operational relationships, to retain key executives and to maintain various licenses and approvals necessary for the Company to conduct its business. Important assumptions and other important
factors that could cause actual results to differ materially from those expected include, but are not limited to, those factors, risks and uncertainties described in more detail under the heading “Risk Factors” and elsewhere in the
Company’s annual and quarterly reports, including amendments thereto, and other filings with the Securities and Exchange Commission. The above factors, risks and uncertainties are difficult to predict, contain uncertainties that may materially
affect actual results and may be beyond the Company’s control. New factors, risks and uncertainties emerge from time to time, and it is not possible for management to predict all such factors, risks and uncertainties.