Ocwen Financial Corporation (NYSE: OCN) (“Ocwen” or the “Company”),
a leading non-bank mortgage servicer and originator, today
announced that its subsidiary PHH Mortgage Corporation (“PMC”)
plans to offer, subject to market and other conditions, $400
million aggregate principal amount of Senior Secured Notes due 2026
(the “Notes”). The Notes will be guaranteed on a senior secured
basis by the Company and PHH Corporation (“PHH”), the parent
company of PMC and subsidiary of the Company.
The net proceeds from the offering will be used,
together with the net proceeds from the Company’s previously
announced private placement of $199.5 million aggregate principal
amount of senior secured second lien notes to funds managed by
Oaktree Capital Management, L.P., to repay in full $498 million of
indebtedness of Ocwen, including PMC’s Senior Secured Term Loan,
all of PHH’s outstanding 6.375% senior unsecured notes due 2021 and
PMC’s 8.375% senior secured second lien notes due 2022 and the
remaining proceeds will be used for general corporate purposes,
including to accelerate growth of Ocwen’s origination and servicing
business.
The Notes and the related guarantees have not
been, and will not be, registered under the Securities Act of 1933,
as amended (the “Securities Act”), or the securities laws of any
other jurisdiction.
The Notes are being offered only to persons
reasonably believed to be qualified institutional buyers in
reliance on the exemption from registration provided by Rule 144A
of the Securities Act and to non-U.S. persons outside of the United
States in compliance with Regulation S of the Securities Act.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any offer or sale of, any security in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
About Ocwen Financial Corporation
Ocwen Financial Corporation (NYSE: OCN) is a leading non-bank
mortgage servicer and originator providing solutions through its
primary brands, PHH Mortgage and Liberty Reverse Mortgage. PHH
Mortgage is one of the largest servicers in the country, focused on
delivering a variety of servicing and lending programs. Liberty is
one of the nation’s largest reverse mortgage lenders dedicated to
education and providing loans that help customers meet their
personal and financial needs. We are headquartered in West Palm
Beach, Florida, with offices in the United States and the U.S.
Virgin Islands and operations in India and the Philippines, and
have been serving our customers since 1988. For additional
information, please visit our website (www.ocwen.com).
Forward-Looking Statements
This press release contains 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. These forward-looking statements may be identified by a
reference to a future period or by the use of forward-looking
terminology. Forward-looking statements are typically identified by
words such as “expect”, “believe”, “foresee”, “anticipate”,
“intend”, “estimate”, “goal”, “strategy”, “plan” “target” and
“project” or conditional verbs such as “will”, “may”, “should”,
“could” or “would” or the negative of these terms, although not all
forward-looking statements contain these words. Forward-looking
statements by their nature address matters that are, to different
degrees, uncertain. Readers should bear these factors in mind when
considering such statements and should not place undue reliance on
such statements.
Forward-looking statements involve a number of assumptions,
risks and uncertainties that could cause actual results to differ
materially. In the past, actual results have differed from those
suggested by forward looking statements and this may happen again.
Important factors that could cause actual results to differ
materially from those suggested by the forward-looking statements
include, but are not limited to, that the size of the offering
could change, that the offering could be terminated, that the
private placement with Oaktree Capital Management, L.P. will close;
our ability to deploy the proceeds of the senior secured notes, if
issued, in suitable investments at appropriate returns; uncertainty
relating to the future impacts of the COVID-19 pandemic, including
with respect to the response of the U.S. government, state
governments, the Federal National Mortgage Association (Fannie
Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac, and
together with Fannie Mae, the GSEs), the Government National
Mortgage Association (Ginnie Mae) and regulators, as well as the
impacts on borrowers and the economy generally; the adequacy of our
financial resources, including our sources of liquidity and ability
to sell, fund and recover servicing advances, forward and reverse
whole loans, and HECM and forward loan buyouts and put backs, as
well as repay, renew and extend borrowings, borrow additional
amounts as and when required, meet our MSR or other asset
investment objectives and comply with our debt agreements,
including the financial and other covenants contained in them;
increased servicing costs based on increased borrower delinquency
levels or other factors; our ability to collect anticipated tax
refunds, including on the timeframe expected; the future of our
long-term relationship and remaining servicing agreements with New
Residential Investment Corp. (NRZ); our ability to continue to
improve our financial performance through cost re-engineering
efforts and other actions; our ability to continue to grow our
origination business and increase our origination volumes in a
competitive market and uncertain interest rate environment;
uncertainty related to claims, litigation, cease and desist orders
and investigations brought by government agencies and private
parties regarding our servicing, foreclosure, modification,
origination and other practices, including uncertainty related to
past, present or future investigations, litigation, cease and
desist orders and settlements with state regulators, the Consumer
Financial Protection Bureau (CFPB), State Attorneys General, the
Securities and Exchange Commission (SEC), and the Department of
Justice or the Department of Housing and Urban Development (HUD);
adverse effects on our business as a result of regulatory
investigations, litigation, cease and desist orders or settlements
and related responses by key counterparties, including lenders, the
GSEs and Ginnie Mae; our ability to comply with the terms of our
settlements with regulatory agencies, as well as general regulatory
requirements, and the costs of doing so; increased regulatory
scrutiny and media attention; any adverse developments in existing
legal proceedings or the initiation of new legal proceedings; our
ability to interpret correctly and comply with financial and other
requirements of regulators, the GSEs and Ginnie Mae, as well as
those set forth in our debt and other agreements; our ability to
comply with our servicing agreements, including our ability to
comply with our agreements with, and the requirements of, the GSEs
and Ginnie Mae and maintain our seller/servicer and other statuses
with them; our ability to fund future draws on existing loans in
our reverse mortgage portfolio; our servicer and credit ratings as
well as other actions from various rating agencies, including the
impact of prior or future downgrades of our servicer and credit
ratings; as well as other risks and uncertainties detailed in
Ocwen’s reports and filings with the SEC, including our annual
report on Form 10-K for the year ended December 31, 2020 and
current and quarterly reports since such date. Anyone wishing to
understand Ocwen’s business should review our SEC filings. Our
forward-looking statements speak only as of the date they are made
and, we disclaim any obligation to update or revise forward-looking
statements whether as a result of new information, future events or
otherwise.
FOR FURTHER INFORMATION CONTACT:
Investors: |
Media: |
June Campbell |
Dico Akseraylian |
T: (856) 917-3190 |
T: (856) 917-0066 |
E:
shareholderrelations@ocwen.com |
E: mediarelations@ocwen.com |
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