NEW YORK, Feb. 12, 2015
/PRNewswire/ -- The Mangrove Partners Master Fund, Ltd.
("Mangrove"), a significant shareholder of Home Loan Servicing
Solutions, Ltd. (Nasdaq: HLSS), today announced it has formally
nominated five highly qualified and independent director nominees —
Nathaniel August, Kevin J. Doyle, John S.
Dubel, A. Jay Meyerson and
Amy C. Schumacher — for election to
the Board of Directors of HLSS at its upcoming 2015 Annual General
Meeting of shareholders.
Nathaniel August, the founder and
President of Mangrove Partners and a nominee, stated: "As we have
previously explained to the Board, we have serious concerns that
this Board is exposing HLSS shareholders to potentially significant
value destruction through the Company's continued relationship with
Ocwen. We believe that ending the Company's relationship with Ocwen
both protects shareholders from value destruction and moreover has
the potential to generate significant additional value.
"Our valuation work leads us to believe that transferring the
servicing rights away from Ocwen could create significant value for
HLSS — between $8 and $13 per share
of incremental value to HLSS in our reasonable estimation. Based on
the Company's book value on September 30,
2014, this would represent an increase in book value of
between 44% and 72%."
Mr. August continued: "But instead of action, this Board has
provided us with nothing more than vague assurances that it has
been working to address these issues. Given the significant value
destruction that shareholders are facing coupled with the
value-creating opportunity this Board appears intent on wasting,
empty promises and ambiguous commitments are moot. That is why we
are taking the extraordinary step of nominating a slate of five
highly qualified independent nominees to the Board who we believe
will be committed to completing the strategic actions necessary to
protect and enhance shareholder value at HLSS."
Mr. August concluded: "While we remain open to further
discussion with the Board and are amenable to reaching a mutually
agreeable resolution that benefits all shareholders, we remain firm
in our position on this matter — HLSS must terminate its
relationship with Ocwen. If this Board continues to refuse to take
action, we look forward to presenting shareholders with what we
believe will represent the far superior choice of leadership at the
Company's 2015 Annual Meeting."
Mangrove's nominees are:
Nathaniel August. Mr. August is
the founder and President of Mangrove Partners and has an extensive
background in financial analysis and a broad understanding of the
operational, financial and strategic issues facing public
companies. Prior to founding Mangrove Partners in April 2010, Mr. August was a Director at White
Eagle Partners, a global, value-oriented investment advisory firm,
from December 2008 to January 2010. Previously he served as a Senior
Analyst at Brahman Capital Partners, a long/short equity strategy
hedge fund, from March 2006 to
September 2008, an Investment Analyst
at K Capital Partners, a private investment firm, from June 2003 to January
2006, and an Analyst at Goldman Sachs in the Principal
Investment Area from July 2001 to
May 2003.
Kevin J. Doyle. Mr. Doyle brings
with him financial expertise, as well as a senior management
background and legal, regulatory and governance experience obtained
while serving as General Counsel to a NYSE-listed financial
services/insurance company. He currently serves on the Board of
Directors of ACA Financial Guaranty Corporation, a diversified
financial guaranty insurance company providing municipal bond
insurance with a focus on marginal credits, and on the Board of
Directors of Allianz Life Insurance Company of New York, a life and annuity insurance
company. Previously, Mr. Doyle served on the Board of Directors of
Financial Guaranty Insurance Company from January 2012 until June
2012. Until 2011, Mr. Doyle served in various capacities at
Ambac Financial Group, Inc. ("Ambac"), a financial services holding
company, including Senior Vice President and General Counsel from
2000 until August, 2011, Managing Director and General Counsel,
Specialized Finance, from 1995 until 2000, and Vice President and
Assistant General Counsel from 1991 to 1995. Mr. Doyle managed
legal aspects of Ambac's $700 billion
credit portfolio, which included a large portfolio of residential
mortgage-backed securities.
John S. Dubel. Mr. Dubel is the
Chief Executive Officer of Dubel & Associates, LLC, a provider
of restructuring and turnaround services to underperforming
companies, which he founded in 1999. He has significant experience
with originators and servicers of mortgages and 30 plus years of
providing restructuring and turnaround services to underperforming
companies. Through Dubel & Associates he served as the Chief
Executive Officer and member of the Board of Directors of FGIC
Corporation, an insurance holding company, and Financial Guaranty
Insurance Company, a monoline bond insurer, from December 2008 to December
2013, and as the sole independent member of the Board of
Directors of Barneys New York, Inc., a national retail company,
from February 2012 to May 2012 during their recapitalization. Mr. Dubel
currently serves as the Chairman of the Board of Trustees of the
ResCap Liquidating Trust, an entity set up to wind down the
post-Chapter 11 assets of Residential Capital, LLC, one of the
largest originators and servicers of residential mortgages and
prior to that as the Co-Chair of the Official Committee of
Unsecured Creditors of Residential Capital, LLC. He also currently
serves as an independent member of the boards of FXI Holdings,
Inc., a leading producer of foam innovation products, and Werner
Worldwide Holding Company, L.P., the leading provider of climbing
equipment in the United
States.
A. Jay Meyerson. Mr. Meyerson
currently serves as an independent director on the Board of
Directors of Ally Bank, a wholly
owned subsidiary of Ally Financial Inc., and is a member of the
Risk and Compensation committees of the Board. He is also the owner
of A. Jay Meyerson Consulting, a privately-owned management
consulting firm specializing in financial services, bank merger
acquisition and private equity investment evaluation. Prior to
that, Mr. Meyerson served as the Chief Marketing Officer of GMAC, a
holding company for diverse financial service businesses which is
now known as Ally Financial Inc., from 2007 to 2008. Previously,
Mr. Meyerson served as the President and Chief Executive Officer of
Aames Investment Corporation, a mortgage real estate investment
trust, from 1999 to 2004, and as its Chairman of the Board and
Chief Executive Officer from 2004 to 2006. Aames Investment
Corporation was acquired by Accredited Home Lenders Holding Co. in
2006. Mr. Meyerson served on the board of Accredited Home Lenders
in 2006 and 2007. Mr. Meyerson held the position of Managing
Director of KPMG, LLP, a U.S. audit, tax and advisory services
firm, from 1997 to 1999. Mr. Meyerson additionally held various
senior executive level positions at KeyCorp, one of the nation's
largest bank-based financial services companies, and its
subsidiaries and predecessors, since 1989. Mr. Meyerson was
Chairman and Chief Executive Officer of KeyCorp's national consumer
finance subsidiary, KeyBank USA/National Consumer Finance, from 1994 to
1997. He also served in the United
States Army, Active and Reserves.
Amy C. Schumacher. Ms. Schumacher
has extensive experience as a senior executive in the mortgage
industry, including leading origination, servicing and capital
markets organizations. She currently serves as the Chief Operating
Officer of Prospect Mortgage, a residential retail mortgage lender,
a position she has held since July
2013. Previously, she served in various capacities at Apollo
Global Management ("Apollo"), an alternative investment manager in
private equity, credit-oriented capital markets and real estate
with $160 billion in assets under
management, from 2007 until 2012, which included the role of Chief
Executive Officer of Vantium Capital Inc., a de novo entity
launched with Apollo to help lenders and investors optimize cash
flow and resolve distressed mortgage debt. From 1997 until 2006,
she served in various capacities at WMC Mortgage Corp, a wholesale
originator of subprime residential mortgages, including as Chief
Executive Officer from 2003 until 2006. Ms. Schumacher served on
the Board of Directors of Source Corp., Inc., a business process
outsourcing and consulting firm, a position she held from 2008 to
2013. Previously she served as a member of the Board of Directors
of Bluebeam Software Corp from 2005 until 2012.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
The Mangrove Partners Master Fund, Ltd. ("Mangrove"), together
with the other participants named herein, intends to make a
preliminary filing with the Securities and Exchange Commission
("SEC") of a proxy statement and accompanying proxy card to be used
to solicit votes for the election of a slate of director nominees
at the 2015 annual meeting of shareholders of Home Loan Servicing
Solutions, Ltd. (the "Company").
MANGROVE STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO
READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S
WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS
IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY
STATEMENT WITHOUT CHARGE UPON REQUEST.
The participants in the proxy solicitation are anticipated to be
Mangrove, The Mangrove Partners Fund, L.P. ("Mangrove LP"),
Mangrove Partners Fund (Cayman), Ltd. ("Mangrove Fund Cayman"),
Mangrove Partners, Mangrove Capital, Nathaniel August, Kevin
J. Doyle, John S. Dubel,
A. Jay Meyerson and Amy C. Schumacher (collectively, the
"Participants").
As of the date hereof, Mangrove owned 1,655,719 shares of the
Company's Common Stock. As the two controlling shareholders of
Mangrove, each of Mangrove LP and Mangrove Fund Cayman may be
deemed the beneficial owner of the shares of Common Stock of the
Company owned by Mangrove. Mangrove Partners is the investment
manager of each of Mangrove, Mangrove LP and Mangrove Fund Cayman.
Mangrove Capital is the general partner of Mangrove LP. Mr. August
is the Director of each of Mangrove Partners and Mangrove Capital.
By virtue of these relationships, each of Mangrove Partners,
Mangrove Capital and Mr. August may be deemed to beneficially own
the shares of Common Stock of the Company owned by Mangrove. As of
the date hereof, none of Messrs. Doyle, Dubel or Meyerson nor Ms.
Schumacher owned any shares of Common Stock of the Company.
About Mangrove Partners
Mangrove Partners is a value-oriented investment manager. Its
investment objective is to organically compound net worth while
minimizing the chances of a permanent loss of capital. Its goal is
to generate positive returns from both long and short investments
as opposed to employing a relative value or market hedging
strategy.
www.mangrovepartners.com
Cautionary Statement Regarding Forward-Looking
Statements
The information herein contains "forward-looking statements."
Specific forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts and
include, without limitation, words such as "may," "will,"
"expects," "believes," "anticipates," "plans," "estimates,"
"projects," "targets," "forecasts," "seeks," "could," "should" or
the negative of such terms or other variations on such terms or
comparable terminology. Similarly, statements that describe our
objectives, plans or goals are forward-looking. Our forward-looking
statements are based on our current intent, belief, expectations,
estimates and projections regarding the Company and projections
regarding the industry in which it operates. These statements are
not guarantees of future performance and involve risks,
uncertainties, assumptions and other factors that are difficult to
predict and that could cause actual results to differ materially.
Accordingly, you should not rely upon forward-looking statements as
a prediction of actual results and actual results may vary
materially from what is expressed in or indicated by the
forward-looking statements.
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SOURCE Mangrove Partners Master Fund, Ltd.