Current Report Filing (8-k)
November 09 2017 - 4:13PM
Edgar (US Regulatory)
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): November 9, 2017
Walter Investment Management Corp.
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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001-13417
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13-3950486
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1100 Virginia Drive, Suite 100
Fort Washington, PA 19034
(Address of principal executive offices, including zip code)
(844)
714-8603
(Registrants telephone number, including area code)
Not applicable
(Former
name or former address, if changed since 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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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01.
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Entry into a Material Definitive Agreement
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On November 9, 2017, Walter
Investment Management Corp. (the
Company
) and Computershare Trust Company, N.A., as Rights Agent (the
Rights Agent
) entered into Amendment No. 1 (the
Amendment
) to the Amended and
Restated Section 382 Rights Agreement, dated as of November 11, 2016, between the Company and the Rights Agent (as amended, the
Rights Agreement
).
The Rights Agreement previously defined the Final Expiration Date as the earliest to occur of (i) the close of business on
November 11, 2017, (ii) the repeal of Section 382 or any successor statute if the Board of Directors of the Company (the
Board
) determines that the Rights Agreement is no longer necessary for the preservation of Tax
Benefits (as defined in the Rights Agreement) or (iii) the beginning of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward.
The Amendment extends the first prong of the definition of Final Expiration Date by one year, from November 11, 2017 to November 11,
2018, and amends paragraph eight of the Form of Summary of Rights, attached as Exhibit C to the Rights Agreement, so that reference to November 11, 2017 is replaced with November 11, 2018.
The foregoing description of the Amendment is subject to, and qualified in its entirety by reference to, the full text of the Amendment, which
is filed as Exhibit 4.1 and is incorporated herein by reference.
Item 3.03.
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Material Modification to Rights of Security Holders
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The description of the
Amendment included under Item 1.01 is incorporated by reference into this Item 3.03.
Item 9.01.
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Financial Statements and Exhibits
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See Exhibit Index
EXHIBIT INDEX
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
hereunto duly authorized.
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Walter Investment Management Corp.
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Date: November 9, 2017
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By:
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/s/ John J. Haas
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John J. Haas, General Counsel, Chief Legal
Officer and Secretary
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Walter Investment Management Corp. (delisted) (NYSE:WAC)
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