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”)
priced $400 million aggregate principal amount of 7.875% Senior
Secured Notes due 2026 (the “Notes”) at a price to investors of
99.486% of the principal amount thereof. The Notes will be
guaranteed on a senior secured basis by the Company and PHH
Corporation, the parent company of PMC and subsidiary of the
Company (“PHH”).
The issuance and sale of the Notes is expected
to close on March 4, 2021, subject to customary closing conditions.
The net proceeds from the Notes 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, 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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