Current Report Filing (8-k)
October 25 2017 - 5:32PM
Edgar (US Regulatory)
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): October 25, 2017
Walter Investment Management Corp.
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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001-
13417
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13-3950486
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1100 Virginia Drive, Suite 100
Fort Washington, PA 19034
(Address of principal executive offices, including zip code)
(844)
714-8603
(Registrants telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01
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Regulation FD Disclosure.
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As previously disclosed, on October 20, 2017, Walter
Investment Management Corp. (the Company) entered into (i) an Amended and Restated Restructuring Support Agreement (as amended, the Term Loan RSA) with lenders holding, as of October 20, 2017, more than 48% of the
loans and commitments outstanding (the Term Loans) under that certain Amended and Restated Credit Agreement, dated as of December 19, 2013, by and among the Company, as the borrower, Credit Suisse AG, as administrative agent, and
the lenders party thereto, and (ii) a Restructuring Support Agreement (the Senior Noteholder RSA, and together with the Term Loan RSA, the RSAs) with senior unsecured noteholders holding, as of October 20, 2017,
more than 50% of the 7.875% senior unsecured notes (the Senior Notes) outstanding due 2021 under that certain Indenture, dated as of December 17, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified
from time to time), by and among the Company, the guarantors party thereto, and Wilmington Savings Fund Society, FSB, a national banking association as successor trustee.
Pursuant to the terms of the RSAs, the RSAs become effective once holders of more than
66
2/3
% in the aggregate of each of the Senior Notes and Terms Loans outstanding become party to the applicable RSA (the Support Effective Date). As of October 25, 2017, holders of
approximately 89% of the Term Loans are parties to the Term Loan RSA and approximately 71% of the Senior Notes are parties to the Senior Noteholder RSA. Accordingly, the Support Effective Date has occurred.
The information furnished pursuant to Item 7.01shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended , is not subject to the liabilities of that section and is not deemed incorporated by reference in any of the Companys filing under the Securities Act of 1933, as amended, unless specifically identified therein
as being incorporated therein by reference.
Risks and uncertainties relating to the proposed Restructuring include: the ability of the
Company to comply with the terms of the RSAs, including completing various stages of the Restructuring within the dates specified by the RSAs; the ability of the Company to obtain requisite support for the Restructuring from various stakeholders;
the ability of the Company to maintain the listing of its common stock on the New York Stock Exchange; the ability of the Company to successfully execute the transactions contemplated by the RSAs without substantial disruption to the business of, or
a Chapter 11 bankruptcy filing by, one or more of its primary operating or other subsidiaries; and the effects of disruption from the proposed Restructuring making it more difficult to maintain business, financing and operational relationships, to
retain key executives and to maintain various licenses and approvals necessary for the Company to conduct its business. Important assumptions and other important factors that could cause actual results to differ materially from those expected
include, but are not limited to, those factors, risks and uncertainties described in more detail under the heading Risk Factors and elsewhere in the Companys annual and quarterly reports, including amendments thereto, and other
filings with the Securities and Exchange Commission. The above factors, risks and uncertainties are difficult to predict, contain uncertainties that may materially affect actual results and may be beyond the Companys control. New factors,
risks and uncertainties emerge from time to time, and it is not possible for management to predict all such factors, risks and uncertainties.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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WALTER INVESTMENT MANAGEMENT CORP.
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Date: October 25, 2017
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By:
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/s/ John J. Haas
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Name:
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John J. Haas
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Title:
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General Counsel, Chief Legal Officer and Secretary
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Walter Investment Management Corp. (delisted) (NYSE:WAC)
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