As filed with the Securities and Exchange Commission on September 6, 2012
Registration No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Home Loan Servicing Solutions, Ltd.
(Exact Name of Registrant As
Specified in Its Charter)
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Cayman Islands
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6162
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98-0683664
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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Home Loan Servicing Solutions, Ltd.
c/o Intertrust Corporate Services (Cayman) Limited (formerly Walkers Corporate Services Limited)
87 Mary Street
George Town, Grand Cayman KY1-9005
Cayman Islands
Telephone: +(345) 945-3727
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrants Principal Executive Offices)
C T Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
William C. Erbey
Home Loan Servicing Solutions, Ltd.
2002 Summit Boulevard, Sixth Floor
Atlanta, Georgia 30319
Telephone: (561) 682-7721
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Christopher S. Auguste, Esq.
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the
Americas
New York, New York 10036
Telephone: (212) 715-9265
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Danielle Carbone, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the
effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.
¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
x
333-183407
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer
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Accelerated Filer
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Non-Accelerated Filer
x
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Smaller reporting company
¨
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(Do not check if a smaller reporting
company)
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Proposed
Maximum
Aggregate
Offering Price
(1)
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Amount of
Registration
Fee
(2)
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Ordinary shares, par value $0.01 per
share
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$40,000,000.00
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$4,584.00
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(1)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. Includes the offering
price of additional shares that the underwriters have the option to purchase.
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(2)
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Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant
to such Section 8(a), may determine.
EXPLANATORY NOTE
This Registration Statement on Form S-1 is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the
purpose of registering ordinary shares, par value $0.01 per share, of Home Loan Servicing Solutions, Ltd., an exempted Cayman Islands company (the Company) with a maximum aggregate offering price of $40,000,000.00. This Registration
Statement relates to the Companys Registration Statement on Form S-1, as amended (File No. 333-183407) (the Prior Registration Statement), initially filed by the Company on August 17, 2012 and which, as amended, was declared
effective by the Securities and Exchange Commission on September 6, 2012. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, Georgia on the 6
th
day of September, 2012.
HOME LOAN SERVICING SOLUTIONS, LTD.
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By:
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/s/ John P. Van Vlack
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Name:
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John P. Van Vlack
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Title:
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President and Director
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates indicated.
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Name
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Title
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Date
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*
William C. Erbey
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Chairman of the Board of Directors
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September 6, 2012
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/s/ John P. Van Vlack
John P. Van Vlack
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President and Director
(Principal Executive Officer)
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September 6, 2012
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*
James E. Lauter
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Senior Vice President
Chief Financial Officer
(Principal Financial Officer
and Controller)
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September 6, 2012
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*
Kerry Kennedy
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Director
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September 6, 2012
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Richard J. Lochrie
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Director
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September 6, 2012
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Robert McGinnis
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Director
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September 6, 2012
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David B. Reiner
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Director
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September 6, 2012
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/s/ John P. Van Vlack
John P. Van Vlack, Attorney-in-Fact
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EXHIBIT INDEX
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Exhibit
Number
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Description
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5.1
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Opinion of Walkers, special counsel to the registrant.
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23.1
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Consent of Deloitte & Touche LLP.
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23.2
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Consent of Deloitte & Touche LLP.
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23.3
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Consent of Walkers (included in Exhibit 5.1).
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