Additional Proxy Soliciting Materials (definitive) (defa14a)

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):

February 23, 2015 (February 23, 2015)

HOME LOAN SERVICING SOLUTIONS, LTD.

(Exact name of registrant as specified in its charter)



Cayman Islands	1-35431	98-0683664
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Home Loan Servicing Solutions, Ltd.

c/o Intertrust Corporate Services (Cayman) Limited

190 Elgin Avenue

George Town, Grand Cayman

KY1-9005

Cayman Islands

Registrant’s 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:

	o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 8.01	Other Events.

On February 23, 2015, the management teams of Home Loan Servicing Solutions, Ltd. and New Residential Investment Corp. hosted a conference call with current and potential investors to discuss the definitive merger agreement dated as of February 22, 2015. A copy of the slide presentation for such conference call is attached hereto as Exhibit 99.1 and is incorporated by reference herein.



Item 9.01	Financial Statements and Exhibits.

(a)-(c) Not applicable.

(d) Exhibits:

Exhibit No.



99.1		Investor Presentation

Forward Looking Statements

This Form 8-K and exhibits hereto contain 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. All statements, other than statements of historical facts included in this report including, without limitation, statements regarding our financial position, business strategy and other plans and objectives for our future operations, are forward-looking statements.

These forward-looking statements include declarations regarding our management’s beliefs and current expectations. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” "might," “should,” “could,” "would," “intend,” “consider,” “expect,” “foresee,” “plan,” “anticipate,” “believe,” “estimate,” “predict” or “continue” or the negative of such terms or other comparable terminology. Such statements are not guarantees of future performance as they are subject to certain assumptions, inherent risks and uncertainties in predicting future results and conditions that could cause the actual results to differ materially from those projected in these forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to, the following:

•

The ability to close the merger contemplated in the definitive merger agreement dated as of February 22, 2015 (the "Merger"), as included in our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 23, 2015, on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ approval to satisfy certain closing conditions, including obtaining Company shareholder approval;


•	The impact of the Merger on third party relationships;


•	The ability to resolve favorably the alleged events of default under the Sixth Amended and Restated Indenture, dated as of January 17, 2014, by and among HLSS Servicer Advance Receivables Trust, Deutsche Bank National Trust Company, HLSS Holdings, LLC, Ocwen Loan Servicing, LLC, Wells Fargo Securities, LLC and Credit Suisse AG, New York Branch;


•	Assumptions about the availability of and our ability to make acquisitions of residential mortgage assets from Ocwen Financial Corporation and its subsidiaries (collectively, "Ocwen") or others on terms consistent with our business and economic model;


•	Estimates regarding prepayment speeds, default rates, delinquency rates, severity, servicing advances, amortization of Notes receivable - Rights to MSRs, custodial account balances, interest income, operating costs, interest costs and other drivers of our results;


•	The potential for fluctuations in the valuation of our Notes receivable - Rights to MSRs and Loans held for investment;


•	The impact of the change in our accounting convention related to the valuation of our Notes receivable - Rights to MSRs and timing and cost of the remediation of a related material weakness in our internal control over financial reporting as described in Part II, Item 4, "Controls and Procedures" of our Amendment No. 1 to Form 10-K filed on August 18, 2014 (the "2013 Form 10-K/A");


•	Assumptions regarding the availability of refinancing options for subprime and Alt-A borrowers;


•	Expectations regarding incentive fees in our servicing contract and the stability of our net servicing fee revenue;


•	Assumptions about the effectiveness of our hedging strategy;


•	Assumptions regarding amount and timing of additional debt or equity offerings;


•	Assumptions related to sources of liquidity, our ability to fund servicing advances, our ability to pursue new asset classes and the adequacy of our financial resources;


•	Assumptions regarding our financing strategy, advance rate, costs and other terms for financing new asset classes;


•	Assumptions regarding margin calls on financing facilities;


•	Changes in rating methodologies by our rating agencies and our ability to obtain or maintain ratings of our financing facilities;


•	Our ability to enforce our contractual remedies against Ocwen;


•	Our status with respect to legal ownership of the rights to mortgage servicing rights we acquired from Ocwen;


•	Our ability to pay monthly dividends;


•	The performance of Ocwen as mortgage servicer;


•	The ability of Ocwen to maintain its residential mortgage servicer ratings and the effects, if any, of any changes in such ratings on our financing arrangements or agreements with Ocwen;


•	Our competitive position;


•	Our dependence on the services of our senior management team;


•	Regulatory investigations and legal proceedings against us;


•	Regulatory investigations and legal proceedings against Ocwen, Altisource or others with whom we may conduct business;


•	Uncertainty related to future government regulation and housing policies;


•	Assumptions regarding our tax rate and decisions by taxing authorities; and


•	General economic and market conditions.

All forward-looking statements are subject to certain risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results, performance or achievements could differ materially from those expressed in, or implied by, any such forward-looking statements. Important factors that could cause or contribute to such difference include those risks specific to our business detailed within this report and our other reports and filings with the SEC, including our 2013 Form 10-K/A and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (the "Q3 Form 10-Q") filed with the SEC. We undertake no obligation to update or revise forward-looking statements¸ whether as a result of new information, future events or otherwise. You should carefully consider the risk factors described under the heading “Risk Factors” within our 2013 Form 10-K/A, Part I, Item 1A and our Q3 Form 10-Q, Part II, Item 1A .

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.



Date:	February 23, 2015	HOME LOAN SERVICING SOLUTIONS, LTD.
		(Registrant)

		By:	/s/ James E. Lauter
			James E. Lauter
			Senior Vice President and Chief Financial Officer (On behalf of the Registrant and as its principal financial officer)

New Residential Investment Corp. Investor Presentation February 23, 2015

Disclaimers IN GENERAL. This disclaimer applies to this document and the verbal or written comments of any person presenting it. This document, taken together with any such verbal or written comments, is referred to herein as the “Presentation.” FORWARD-LOOKING STATEMENTS. Certain statements in this Presentation 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 acquisition by New Residential Investment Corp. (“New Residential”) of Home Loan Servicing Solutions, Ltd. (“HLSS”), the timing of the closing thereof, the expectation that the merger will be accretive to New Residential’s future earnings and drive long-term growth opportunities. These statements are based on the current expectations and beliefs of management of New Residential 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 or HLSS, such as the approval of HLSS shareholders and other customary regulatory approvals. New Residential cannot give any assurance that its expectations will be attained. Accordingly, you should not place undue reliance on any forward- looking statements contained in this Presentation. 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 Report on Form 10-K, which will be available on each company’s website (www.newresi.com; www.HLSS.com). Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to, a variety of risks relating to the proposed merger, including in respect of the satisfaction of closing conditions to the merger; unanticipated difficulties in 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 Presentation. New Residential and HLSS expressly disclaim 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. 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. NO OFFER; NO RELIANCE. This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any security and may not be relied upon in connection with the purchase or sale of any security. Any such offer would only be made by means of formal documents, the terms of which would govern in all respects. You should not rely on this presentation as the basis upon which to make any investment decision. 1

Executive Summary 2 New Residential (NYSE: NRZ) to acquire Home Loan Servicing Solutions (NASDAQ: HLSS) in a $1.3 billion all-cash transaction  NRZ to acquire HLSS for $18.25 per share, or $1.3 billion in total(1)  9% premium to HLSS’ closing price of $16.76 on February 20, 2015  Expect to close in the second quarter of 2015 after obtaining HLSS shareholder and customary regulatory approvals  Key Strategic Rationale:  Expand Servicer Partnerships – Strengthen NRZ’s platform by diversifying relationships with leading U.S. non-bank servicers  Grow Servicing Asset Portfolio – Add approximately $165 billion UPB of mortgage servicing rights (“MSRs”)  Create Shareholder Value – Expect acquisition to be accretive to future earnings and drive long-term growth opportunities 1) Under the definitive merger agreement, New Residential will acquire all 71 million HLSS shares outstanding, at $18.25 per share. Acquisition Will Significantly Add to NRZ’s Book of Servicing Assets & Expand Relationships with Leading Servicers

Combined Mortgage Related Asset Portfolio as of Q3 2014 HLSS & Combined Portfolio  HLSS portfolio primarily consists of high-quality mortgage servicing assets and loans  $6.7 billion Servicing Related Investments  $490 million of FHA-insured Early Buyout (EBO) loans and $342 million Re-performing loans (RPLs)  NRZ will have servicing related investments corresponding to $400+ billion of combined servicing UPB ($ in million) Assets (1) Assets (1) Combined Assets Servicing Related Investments $3,966mm $6,719mm $10,685mm Residential Loans and Non-Agency Securities $1,416mm $832mm $2,248mm Combined Mortgage Related Asset Mix Servicing Related (68%) Residential Loans & Securities (26%) 1) Amounts represent historical asset values (inclusive of asset values attributable to non-controlling interest) as reported in the respective company’s Q3 2014 Form 10-Q. 3 Servicing Related (83%) Residential Loans & Securities (17%)

Acquisition Highlights Purchase Price & Structure :  NRZ to acquire 100% of HLSS’ outstanding shares for $18.25 per share in all-cash transaction  9% premium to HLSS’ closing price of $16.76 on February 20, 2015  Total equity value of $1.3 billion Purchased Assets:  $6.7 billion Servicing Related Investments - ~$165 billion of Non-Agency Servicing UPB - High credit quality, top-of-the-waterfall advances Accretion / Financial Impact:  Expect acquisition to be accretive to NRZ’s earnings Anticipated Closing:  Closing expected in second quarter of 2015  Subject to HLSS shareholder approval and customary closing conditions 4

Compelling Strategic Opportunity 5 Reinforces New Residential’s status as the industry’s leading owner of mortgage servicing assets Diversify Servicer Partnerships  Expands servicing partnerships to include both Nationstar Mortgage and Ocwen Financial, the two largest non-bank servicers in the U.S. 1 Grow Servicing Asset Portfolio  Adds ~$165 UPB of MSRs – Approximately doubling the size of servicing assets near lows of rates cycle  Unique combination of two industry leaders with complementary assets and industry expertise 2 Drive Strong Returns & Create Shareholder Value  Beneficial to long-term earnings growth and core investment strategies  Expect acquisition to be accretive to earnings 3

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