Current Report Filing (8-k)
June 21 2021 - 4:16PM
Edgar (US Regulatory)
0000873860
false
0000873860
2021-06-18
2021-06-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 18, 2021
OCWEN
FINANCIAL CORPORATION
(Exact
name of registrant as specified in its charter)
Florida
|
|
1-13219
|
|
65-0039856
|
(State
or other jurisdiction
|
|
(Commission
|
|
(IRS
Employer
|
of
incorporation)
|
|
File
Number)
|
|
Identification
No.)
|
1661
Worthington Road, Suite 100
West
Palm Beach, Florida 33409
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (561) 682-8000
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:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Common
Stock, $0.01 Par Value
|
|
OCN
|
|
New
York Stock Exchange (NYSE)
|
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. ☐
On
June 18, 2021, Ocwen Financial Corporation (“Ocwen” or the “Company”) issued a press release announcing that
its subsidiary PHH Mortgage Corporation (“PHH”) has entered into an asset purchase agreement (the “Agreement”)
with Reverse Mortgage Solutions, Inc. (“RMS”) and its parent, Mortgage Assets Management, LLC (“MAM”), under
which PHH would acquire substantially all of the operations, assets and employees of the RMS reverse mortgage servicing platform, subject
to appropriate regulatory approvals and other customary closing conditions. Under the terms of the Agreement, subservicing contracts
for the reverse residential mortgages currently subserviced by RMS would be assigned to PHH. The Company will also acquire all of the
outstanding equity interests in the RMS Real Estate Owned business, REO Management Solutions, LLC.
A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01
|
Financial
Statements and Exhibits.
|
(d)
Exhibits
Forward-Looking
Statements
This
Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by a reference to a future
period or by the use of forward-looking terminology and include statements regarding, among other things, the expected closing of the
transaction and the Company’s expectations regarding the benefits to be achieved as a result of the transaction. Forward-looking
statements are typically identified by words such as “expect”, “believe”, “foresee”, “anticipate”,
“intend”, “estimate”, “goal”, “strategy”, “plan” “target” and
“project” or conditional verbs such as “will”, “may”, “should”, “could” or
“would” or the negative of these terms, although not all forward-looking statements contain these words. Forward-looking
statements by their nature address matters that are, to different degrees, uncertain. Readers should bear these factors in mind when
considering such statements and should not place undue reliance on such statements.
Forward-looking
statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially. In the past,
actual results have differed from those suggested by forward looking statements and this may happen again. Important factors that could
cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to, PHH’s
ability to close the announced transaction with RMS, including the ability to obtain the necessary regulatory approvals and satisfy other
customary closing conditions under the agreement with RMS and MAM; the Company’s ability to integrate the acquired mortgage servicing
business and RMS and REO employees with the Company’s existing operations and to achieve the expected benefits from the transaction;
the Company’s ability to close other recently announced bulk mortgage servicing right (“MSR”) acquisitions, including
the ability to obtain regulatory approvals, enter into definitive financing arrangements, and satisfy closing conditions, and the timing
for doing so; the Company’s ability to meet its 2021 new servicing targets; uncertainty relating to the continuing impacts of the
COVID-19 pandemic, including with respect to the response of the U.S. government, state governments, the Federal National Mortgage Association
(Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac, and together with Fannie Mae, the GSEs), the Government National
Mortgage Association (Ginnie Mae) and regulators; the potential for ongoing COVID-19 related disruption in the financial markets and
in commercial activity generally, increased unemployment, and other financial difficulties facing the Company’s borrowers; the
adequacy of the Company’s financial resources, including its sources of liquidity and ability to sell, fund and recover servicing
advances, forward and reverse whole loans, and Home Equity Conversion Mortgage and forward loan buyouts and put backs, as well as repay,
renew and extend borrowings, borrow additional amounts as and when required, meet its MSR or other asset investment objectives and comply
with its debt agreements, including the financial and other covenants contained in them; increased servicing costs based on increased
borrower delinquency levels or other factors; as well as other risks and uncertainties detailed in Ocwen’s reports and filings
with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2020 and current
and quarterly reports since such date. Forward-looking statements speak only as of the date they are made and, Ocwen disclaims any obligation
to update or revise forward-looking statements whether as a result of new information, future events or otherwise.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
|
OCWEN
FINANCIAL CORPORATION
|
|
(Registrant)
|
|
|
|
Date:
June 21, 2021
|
By:
|
/s/
June C. Campbell
|
|
|
June
C. Campbell
|
|
|
Chief
Financial Officer
|
Ocwen Financial (NYSE:OCN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Ocwen Financial (NYSE:OCN)
Historical Stock Chart
From Apr 2023 to Apr 2024