- Current report filing (8-K)
September 28 2012 - 5:24PM
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): September 28, 2012
HOME LOAN
SERVICING SOLUTIONS, LTD.
(Exact name of registrant as specified in its charter)
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Cayman Islands
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001-35431
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98-0683664
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Home Loan Servicing Solutions, Ltd.
c/o Walkers Corporate Services Limited
Walker House, 87 Mary Street
George Town, Grand Cayman
KY1-9005
Cayman Islands
(Address of principal executive office)
Registrants telephone number, including area code: (345) 945-3727
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01
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Completion of Acquisition of Assets.
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On September 28, 2012, HLSS Holdings, LLC (HLSS Holdings), a wholly-owned subsidiary of Home Loan Servicing Solutions, Ltd. (HLSS or we), completed an acquisition
from Ocwen Loan Servicing, LLC (OLS) of rights to receive servicing fees (Rights to MSRs) and related servicing advances for a servicing portfolio of subprime and Alt-A residential mortgage loans (the
Transaction). This Transaction resulted in the acquisition by HLSS Holdings of Rights to MSRs with approximately $6.7 billion in unpaid principal balance of mortgage loans as of September 27, 2012. The characteristics of these
mortgage servicing assets are similar to those we previously acquired from OLS, and we expect this Transaction to be accretive to earnings.
The purchase price for the Transaction was approximately $238.1 million. To finance that amount, we borrowed $215.8 million under our servicing advance financing facility including $28.5
million on a new AA-rated note against the $221.2 million in servicing advances associated with the Rights to MSRs. We also used approximately $22.3 million in remaining proceeds from the underwriters option to purchase additional
shares in our most recent offering that were not deployed in our purchase of Rights to MSRs and related servicing advances from OLS on September 13, 2012. Within 90 days of the closing, the purchase price may be adjusted to reflect any
adjustments in the calculation of the UPB of the underlying mortgage loans or servicing advance balances acquired in the Transaction.
We acquired these mortgage servicing assets from OLS pursuant to a Sale Supplement to the Master Servicing Rights Purchase Agreement we executed with OLS in connection our initial public offering. In
addition to acquiring OLSs right, title and interest to the Rights to MSRs and the associated servicing advances, we also committed to purchase servicing advances that arise under the related pooling and servicing agreements after the closing
date. In return, OLS continues to service the related mortgage loans, receives a monthly base fee equal to 12% of the servicing fees collected in any given month, and retains any ancillary income (excluding investment income earned on any custodial
accounts) payable to the servicer pursuant to the related pooling and servicing agreements. OLS also earns a monthly performance based incentive fee based on the servicing fees collected. If the targeted advance ratio in any month exceeds the
predetermined level for that month set forth in the Sale Supplement and the Subservicing Supplement for the Transaction, any performance based incentive fee payable for such month will be reduced by an amount equal to 6.5% per annum of the
amount of any such excess servicing advances.
The Sale Supplement and the Subservicing Supplement for the Transaction are
governed by the Master Servicing Rights Purchase Agreement and the Master Subservicing Agreement, respectively. See
The Business Description of the Purchase Agreement
and
Description of the Subservicing
Agreement
in our Prospectus dated September 6, 2012 for a more detailed description of the Master Servicing Rights Purchase Agreement and the Master Subservicing Agreement, respectively.
Cautionary Statement Regarding Forward-Looking Statements
Forward-looking statements made in this Current Report on Form 8-K reflect the companys current views with respect to future events and performance and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties, which may cause actual results to differ materially from those set forth in these statements. The companys performance is also
subject to factors identified in the companys other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are
made. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01.
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Financial Statements and Exhibits.
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(a)
(c) Not applicable.
10.1 Sale Supplement
10.2 Subservicing Supplement
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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.
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HOME LOAN SERVICING SOLUTIONS, LTD.
(Registrant)
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By:
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/s/ James E. Lauter
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James E. Lauter
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Senior Vice President & Chief Financial Officer
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(On behalf of the Registrant and as its principal financial officer)
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Date: September 28, 2012
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