Walter Investment Management Corp. (NYSE:WAC) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
As previously announced by Walter Investment Management Corp.
(the Company, we or our) on a Current Report on Form 8-K filed
with the Securities and Exchange Commission (the SEC) on May26,
2017, due to an error in the Companys calculation of the
valuation allowance on its deferred tax asset balances, the
Company has concluded that the previously issued audited
consolidated financial statements and other financial information
contained in the Companys Annual Report on Form 10-K for the
fiscal year ended December31, 2016 and the previously issued
unaudited consolidated financial statements and other financial
information contained in the Companys Quarterly Reports on Form
10-Q for the fiscal periods ended June30, 2016,September30, 2016
and March31, 2017 should no longer be relied upon and will
require restatement (collectively, the Restatement).
As disclosed on a subsequent Current Report on Form 8-K filed
with the SEC on June2, 2017, in light of the Companys need to
restate the aforementioned financial statements, the Company
received limited waivers from each of its warehouse and advance
facility lenders to the extent necessary to waive any default,
event of default, amortization event, termination event or
similar event resulting or arising from the Restatement. Such
waivers expired on June9, 2017, prior to which time the Company
sought additional waivers or extensions as needed.
On June9, 2017, the Company obtained an additional limited waiver
to its Amended and Restated Receivables Loan Agreement, dated
May2, 2012 (as amended, restated or otherwise modified prior to
the date hereof), by and among Green Tree Advance Receivables II
LLC, as borrower, Ditech Financial LLC (f/k/a Green Tree
Servicing LLC), as administrator, the financial institutions from
time to time party thereto (each, a Lender), Wells Fargo Bank,
National Association, as calculation agent, verification agent,
account bank and securities intermediary and Wells Fargo Capital
Finance, LLC, as agent and sole Lender, and related transaction
documents (the GTAR Limited Waiver).
On June9, 2017, the Company obtained additional limited waivers
to the following agreements and related transaction documents
(collectively, the RMS Limited Waivers):
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Amended and Restated Master Repurchase Agreement, dated May22, 2017 (as amended, restated, supplemented or otherwise modified prior to the date hereof), among Reverse Mortgage Solutions, Inc., as a seller, RMS REO BRC, LLC, as a seller, and Barclays Bank PLC, as purchaser and agent; and |
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Amended and Restated Master Repurchase Agreement, dated as of February21, 2017 (as amended, restated, supplemented or otherwise modified prior to the date hereof) among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, acting through its Cayman Islands Branch, as a committed buyer and a buyer, Alpine Securitization LTD, as a buyer, and other buyers joined thereto from time to time, Reverse Mortgage Solutions, Inc., as a seller, and RMS REO CS, LLC. |
The Company has received similar additional limited waivers from
each of its other warehouse and advance facility lenders to the
extent necessary (collectively with the GTAR Limited Waiver and
RMS Limited Waivers, the Waivers).
The Waivers waive any default, event of default, amortization
event, termination event or similar event resulting or arising
from the Restatement and extend the expiration dates of such
waiver from June9, 2017 to July7, 2017, prior to which time the
Company intends to seek additional waivers or extensions.
In connection with providing the various waivers described above,
certain of the Companys lenders have effected reductions in our
advance rates and/ or have required other changes to the terms of
such facilities. The Company will continue to seek appropriate
amendments, waivers and / or forbearances to a number of its and
its subsidiaries credit, financing and other arrangements, in
relation to the Restatement, as it considers advisable.
The foregoing descriptions of the GTAR Limited Waiver and RMS
Limited Waivers do not purport to be complete and are qualified
in their entirety by reference to the full text of the GTAR
Limited Waiver and RMS Limited Waivers, which the Company intends
to file as exhibits to the Companys next Quarterly Report on Form
10-Q.
Cautionary Statements Regarding Forward-Looking
Information
This Current Report on Form 8-K includes forward-looking
statements within the meaning of the safe harbor provisions of
the United States Private Securities Litigation Reform Act of
1995. Certain of these forward-looking statements can be
identified by the use of words such as believes, expects,
intends, plans, estimates, assumes, may, should, will, seeks,
targets, or other similar expressions. Such statements may
include, but are not limited to, statements about the adjustments
to the Companys valuation allowance for the deferred tax asset
balances, future financial and operating results, any need to
restate financial statements and related matters, the Companys
plans, objectives, expectations and intentions and other
statements that are not historical facts.
Forward-looking statements are subject to significant known and
unknown risks, uncertainties and other important factors, and our
actual results, performance or achievements could differ
materially from future results, performance or achievements
expressed in these forward-looking statements. These
forward-looking statements are based on the Companys current
beliefs, intentions and expectations and are not guarantees or
indicative of future performance, nor should any conclusions be
drawn or assumptions be made as to the potential outcome of any
strategic initiatives we pursue. Risks and uncertainties relating
to the Restatement due to the error in the valuation allowance
for deferred tax assets include: the timing of and definitive
findings regarding the Companys assessment of the error in its
valuation allowance, including the expected materiality of the
adjustments; whether any additional accounting errors or other
issues are identified; reactions from the Companys creditors,
stockholders, or business partners; potential delays in the
preparation of restated financial statements; our ability to
remediate control deficiencies and material weaknesses, and the
timing and expense of such remediation; our ability to
successfully negotiate and obtain any necessary waivers,
amendments and / or forbearances (including any extensions of the
foregoing) to credit and financing arrangements and the impact on
our business should we fail to obtain such waivers, amendments
and / or forbearances; and the impact and result of any
litigation or regulatory inquiries or investigations related to
the findings of the Companys assessment or the Companys
Restatement. Important assumptions and other important factors
that could cause actual results to differ materially from those
forward-looking statements include, but are not limited to, those
factors, risks and uncertainties described above and in more
detail under the heading Risk Factors in the Companys annual and
quarterly reports filed with the SEC.
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. Although the Company believes that the assumptions
underlying the forward-looking statements contained herein are
reasonable, any of the assumptions could be inaccurate, and
therefore any of these statements included herein may prove to be
inaccurate. In light of the significant uncertainties inherent in
the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by
the Company or any other person that the results or conditions
described in such statements or our objectives and plans will be
achieved. The Company makes no commitment to revise or update any
forward-looking statements in order to reflect events or
circumstances after the date any such statement is made, except
as otherwise required under the federal securities laws. If the
Company were in any particular instance to update or correct a
forward-looking statement, investors and others should not
conclude that the Company would make additional updates or
corrections thereafter except as otherwise required under the
federal securities laws.
About Walter Investment Management Corp. (NYSE:WAC)
Walter Investment Management Corp. is a diversified mortgage banking firm focused primarily on the servicing and origination of residential loans, including reverse loans. The Company operates through three segments: Servicing, Originations and Reverse Mortgage. The Servicing segment consists of operations that perform servicing for third-party credit owners of mortgage loans, as well as its own mortgage loan portfolio. The Servicing segment also includes Insurance, and Loans and Residuals businesses. The Originations segment consists of operations that originate and purchase mortgage loans that are intended for sale to third parties. The Reverse Mortgage segment consists of operations which purchases and originates home equity conversion mortgage that are securitized, but remain on the consolidated balance sheet as collateral for secured borrowings.
