Acquisition Will Significantly Add to NRZ’s
Book of Servicing Assets & Expand Relationships with
Servicers
New Residential Investment Corp. (NYSE:NRZ, “New Residential”,
the “Company”) and Home Loan Servicing Solutions, Ltd. (NASDAQ:
HLSS, “HLSS”) today announced a definitive agreement under which
New Residential will acquire all of the outstanding shares of HLSS
for $18.25 per share in cash, totaling approximately $1.3 billion.
The purchase price represents a 9% premium to HLSS’ closing price
of $16.76 on February 20, 2015.
“We are pleased to announce this landmark transaction with
HLSS,” said Michael Nierenberg, Chief Executive Officer of New
Residential. “The acquisition will significantly add to the value
of our book of mortgage servicing assets and expand our
relationships with mortgage servicers to include both Nationstar
Mortgage and Ocwen Financial Corp., which are the two largest
non-bank servicers in the United States. We are confident that this
transaction will enhance our earnings growth potential and our
ability to generate strong returns for our shareholders.”
John Van Vlack, Chief Executive Officer of HLSS commented, “I am
pleased that this transaction offers our investors cash equivalent
to the book value of their shares and addresses the uncertainty
associated with our future financing obligations. Of the strategic
proposals received, New Residential’s was the most attractive for a
variety of reasons including valuation and certainty of execution.
We believe that New Residential is well positioned to provide
support and act as a strategic financing party to Ocwen over the
long-term.”
The acquisition has been approved by the Board of Directors of
each company and is expected to close in the second quarter of
2015, subject to HLSS shareholder approval and other customary
closing conditions.
Advising New Residential on the acquisition were BofA Merrill
Lynch and Credit Suisse as financial advisors and Skadden, Arps,
Slate, Meagher & Flom LLP, Sidley Austin LLP, and Maples and
Calder as legal advisors. Advising HLSS on the transaction was Citi
as financial advisor and Weil, Gotshal & Manges LLP and Walkers
as legal advisors.
Conference Call & Additional Information
The management teams of New Residential and HLSS will host a
conference call on Monday, February 23, 2015, at 11:00 AM Eastern
Time to discuss the acquisition. All interested parties are welcome
to participate on the live call. The call may be accessed by
dialing 1-866-393-1506 (from within the U.S.) or 1-706-634-0623
(from outside of the U.S.) ten minutes prior to the scheduled start
of the call; please reference “New Residential & HLSS Investor
Call.”
A telephonic replay of the call will also be available two hours
following the call’s completion through 11:59 P.M. Eastern Time on
Monday, March 9, 2015 by dialing 1-855-859-2056 (from within the
U.S.) or 1-404-537-3406 (from outside of the U.S.); please
reference conference code “92940476.”
Prior to the conference call, the Company expects to post a
presentation about the transaction in the Investor Relations
section of its website, www.newresi.com.
ABOUT NEW RESIDENTIAL
New Residential focuses on opportunistically investing in, and
actively managing, investments related to residential real estate.
The Company primarily targets investments in mortgage servicing
related assets and other related opportunistic investments. New
Residential is organized and conducts its operations to qualify as
a real estate investment trust (“REIT”) for federal income tax
purposes. The Company is managed by an affiliate of Fortress
Investment Group LLC (NYSE: FIG), a global investment management
firm.
ABOUT HOME LOAN SERVICING SOLUTIONS
Home Loan Servicing Solutions, Ltd. was formed to acquire
mortgage servicing assets consisting of mortgage servicing rights,
rights to fees and other income from servicing mortgage loans, and
associated servicing advances. Its principal executive offices are
located in the George Town, Cayman Islands.
ADDITIONAL INFORMATION ABOUT THE MERGER
A meeting of the shareholders of HLSS will be announced to
obtain shareholder approval of the proposed transaction. HLSS
intends to file with the SEC a proxy statement and other relevant
documents in connection with the proposed transaction. The
definitive proxy statement will be sent or given to the
shareholders of HLSS and will contain important information about
the proposed transaction and related matters. HLSS' SHAREHOLDERS
ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT
MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT HLSS, NEW RESIDENTIAL AND THE PROPOSED
TRANSACTION. Investors may obtain a free copy of these materials
(when they are available) and other documents filed by HLSS with
the SEC at the SEC’s website at www.sec.gov, at HLSS' website at
www.HLSS.com or by sending a written request to HLSS at Home Loan
Servicing Solutions, Ltd. c/o Intertrust Corporate Services
(Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman
KY1-9005, Cayman Islands, Attention: Secretary.
Participants in the Solicitation
HLSS, New Residential and their respective directors, executive
officers and certain other members of management and employees may
be deemed to be participants in soliciting proxies from the
shareholders of HLSS in favor of the proposed merger. Information
regarding the persons who may, under the rules of the SEC, be
considered to be participants in the solicitation of HLSS’
shareholders in connection with the proposed transaction, and any
interest they have in the proposed transaction, will be set forth
in the definitive proxy statement when it is filed with the SEC.
Additional information regarding HLSS’s directors and officers is
included in the 2013 Form 10-K/A and the proxy statement for HLSS’s
2014 Annual Meeting of Shareholders filed with the SEC on April 17,
2014. Additional information regarding New Residential’s directors
and officers is included in the 2013 Form 10-K and the proxy
statement for New Residential’s 2014 Annual Meeting of Shareholders
filed with the SEC on April 17, 2014
FORWARD-LOOKING STATEMENTS
Certain statements in this press release may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, such as statements
regarding the expected closing of the proposed merger and the
timing of the closing thereof. These statements are based on the
current expectations and beliefs of management of each of New
Residential and HLSS and are subject to a number of trends and
uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements, many of
which are beyond the control of New Residential and HLSS, such as
HLSS shareholder approval and other customary regulatory approvals.
Neither New Residential nor HLSS can give any assurance that its
expectations will be attained. Accordingly, you should not place
undue reliance on any forward-looking statements contained in this
press release. For a discussion of some of the risks and important
factors that could affect such forward-looking statements, see the
sections entitled “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operation” in each
company’s Annual Reports on Form 10-K and Quarterly Reports on Form
10-Q, which are available on each company’s website
(www.newresi.com; www.HLSS.com). Factors which could have a
material adverse effect on each company’s operations and future
prospects include, but are not limited to, various risks relating
to the proposed merger, including in respect of the satisfaction of
closing conditions to the merger; unanticipated difficulties
financing the purchase price; unanticipated expenditures relating
to the merger; uncertainties as to the timing of the merger;
litigation relating to the merger; the impact of the merger on each
company’s relationships with employees and third parties; and the
inability to obtain, or delays in obtaining cost savings and
synergies from the merger. In addition, new risks and uncertainties
emerge from time to time, and it is not possible for New
Residential or HLSS to predict or assess the impact of every factor
that may cause its actual results to differ from those contained in
any forward-looking statements. Such forward-looking statements
speak only as of the date of this press release. New Residential
and HLSS expressly disclaims any obligation to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in their expectations with regard
thereto or change in events, conditions or circumstances on which
any statement is based.
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New Residential Investment Corp.Investor
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