OCWEN FINANCIAL CORPORATION (NYSE:OCN) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

On December 5, 2015, Ocwen Financial Corporation (OFC) announced
the settlement of the previously announced debt-for-debt exchange
offer by its subsidiary Ocwen Loan Servicing, LLC (OLS or the
Issuer) to which OLS issued $346.9 million aggregate principal
amount of 8.375% Senior Secured Second Lien Notes due 2022 (the
Second Lien Notes) in exchange for $346.9 million aggregate
principal amount (or 99.1%) of OFCs 6.625% Senior Notes due 2019
(the Existing Notes) that had been tendered in the exchange
offer. Ocwen also announced that concurrently with the closing of
the exchange offer, OLS entered into a new Senior Secured Term
Loan Facility (the SSTL), with an initial interest rate of 6.0%.
The SSTL provides for a $335 million term loan credit facility
with a maturity date of December 5, 2020, and refinanced the
prior senior secured term loan that had a maturity date of
February 15, 2018 and an interest rate of 5.5% (the Prior SSTL).

The Second Lien Notes and the SSTL are jointly and severally
guaranteed by OFC, Ocwen Mortgage Servicing, Inc., Homeward
Residential Holdings, Inc., Homeward Residential, Inc. and
Automotive Capital Services, Inc. (collectively, the Guarantors).
The Second Lien Notes and the related guarantees will be
unsubordinated obligations of OLS and the Guarantors,
respectively, and will be secured (subject in each case to
certain exceptions and permitted liens) by a second-priority lien
on the assets of OLS and the Guarantors that secure the SSTL (the
Collateral). The lien on the Collateral securing the New Second
Lien Notes will be junior to the first priority lien securing the
SSTL.

The exchange offer was made, and the Second Lien Notes were
issued, only to holders of the Existing Notes who completed and
returned an eligibility form confirming that they are both (x)
either (i) qualified institutional buyers within the meaning of
Rule 144A under the Securities Act or (ii) not U.S. persons and
are outside of the United States within the meaning of Regulation
S under the Securities Act, and (y) accredited investors within
the meaning of Rule 501 under the Securities Act. Following the
issuance of the Second Lien Notes and the settlement of the
exchange offer, the Existing Notes that were tendered in the
exchange offer were cancelled.

The Second Lien Notes have not been registered under the
Securities Act or the securities laws of any other jurisdiction,
and unless so registered, the Second Lien Notes may not be
offered or sold in the United States to, or for the account or
benefit of, any United States person except to an exemption from
the registration requirements of the Securities Act and other
applicable securities laws.

Set forth below is a brief description of (i) the Indenture
governing the Second Lien Notes, (ii) the Second Lien Notes
Pledge and Security Agreement, (iii) the Junior Priority
Intercreditor Agreement and (iv) the SSTL, each of which is filed
as an exhibit to this Current Report. These descriptions are
summaries only, are not complete and are qualified in their
entirety by reference to the full and complete terms contained in
the Indenture, Second Lien Notes Security Agreement, the Junior
Priority Intercreditor Agreement and the SSTL, copies of which
are attached as Exhibits 4.1, 10.1, 10.2, 10.3 and 10.4,
respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.

Second Lien Notes Indenture

The Second Lien Notes were issued to an Indenture, dated as of
December 5, 2018 (the Indenture), among OLS, the Guarantors and
Wilmington Trust, National Association, as trustee (the Trustee)
and as collateral trustee (the Collateral Trustee). A copy of the
Indenture is filed as Exhibit 4.1 to this Current Report on Form
8-K and is incorporated herein by reference.

Principal; Maturity and Interest. The Second Lien Notes
were initially issued in an aggregate principal amount of $346.9
million. The Second Lien Notes will mature on November 15, 2022.
Interest on the Second Lien Notes will accrue at the rate of
8.375% per annum and will be payable semiannually in arrears in
cash on each May 15 and November 15, commencing on May 15, 2017,
to the persons who are registered holders at the close of
business on the May 1^st and November 1^st
immediately preceding the applicable interest payment date.

Optional Redemption. At any time prior to November 15,
2018, the Issuer may on any one or more occasions redeem all or a
part of the Second Lien Notes, upon not less than 30 nor more
than 60 days notice, at a redemption price equal to 100.0% of the
principal amount of the Second Lien Notes redeemed, plus the
Applicable Premium (as defined in the Indenture), plus accrued
and unpaid interest to the applicable date of redemption.

On or after November 15, 2018, the Issuer may on any one or more
occasions redeem all or a part of the Second Lien Notes, upon not
less than 30 nor more than 60 days notice, at the redemption
prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest to the applicable date of
redemption, if redeemed during the twelve-month period beginning
on November 15th of the years indicated below:

At any time, or from time to time, on or prior to November 15,
2018, the Issuer may, at its option, use the net cash proceeds of
one or more Equity Offerings (as defined in the Indenture) to
redeem up to 35.0% of the principal amount of all Second Lien
Notes issued at a redemption price equal to 108.375% of the
principal amount of the Second Lien Notes redeemed plus accrued
and unpaid interest to the date of redemption, provided that: (i)
at least 65.0% of the principal amount of all Second Lien Notes
issued under the Indenture (including any additional Second Lien
Notes) remains outstanding immediately after any such redemption;
and (ii) the Issuer makes such redemption not more than 120 days
after the consummation of any such Equity Offering.

Change of Control. Upon the occurrence of a Change of
Control (as defined in the Indenture), the Issuer is required to
make an offer to the holders of the Second Lien Notes to
repurchase all or a portion of such holders Second Lien Notes at
a purchase price equal to 101.0% of the principal amount of the
Second Lien Notes purchased plus accrued and unpaid interest to
the date of purchase.

Covenants. The Indenture contains certain covenants,
including, but not limited to, limitations and restrictions on
OFCs ability and the ability of its restricted subsidiaries
(including the Issuer) to (i) incur additional debt or issue
preferred stock; (ii) pay dividends or make distributions on or
purchase equity interests of OFC; (iii) repurchase or redeem
subordinated debt prior to maturity; (iv) make investments or
other restricted payments; (v) create liens on assets to secure
debt of the Issuer or any Guarantor; (vi) sell or transfer
assets; (vii) enter into transactions with affiliates; and (viii)
enter into mergers, consolidations, or sales of all or
substantially all of the assets of OFC and its restricted
subsidiaries, taken as a whole. As of the date of the Indenture,
all of OFCs subsidiaries are restricted subsidiaries. The
restrictive covenants set forth in the Indenture are subject to
important exceptions and qualifications. Many of the restrictive
covenants will be suspended if (i) the Second Lien Notes achieve
an investment grade rating from both Moodys Investors Service,
Inc. (Moodys) and Standard Poors Ratings Services (SP) and (ii)
no default or event of default has occurred and is continuing
under the Indenture. Covenants that are suspended as a result of
achieving these ratings will again apply if one or both of Moodys
and SP withdraws its investment grade rating or downgrades the
rating assigned to the Second Lien Notes below an investment
grade rating.

Events of Default. The Indenture includes customary
Events of Defaults including: the failure to pay interest on the
Second Lien Notes when due after a 30 day grace period; failure
to pay the principal and premium, if any, on any Second Lien
Notes, when due; a default in the observance or performance of
any other covenant or agreement contained in the Indenture and
such default continues for a period of 60 days (or, in the case
of Section 4.03 Reports to Holders of the Indenture, 120 days)
after written notice; a payment default (after giving effect to
any applicable grace periods) or acceleration of any indebtedness
aggregating $75.0 million or more at any time; certain judgment
defaults in an aggregate amount in excess of $75.0 million with
respect to OFC or any significant subsidiary; certain events of
bankruptcy or insolvency affecting OFC or any significant
subsidiary; the guarantee of the Second Lien Notes by OFC or any
Subsidiary Guarantor that is a significant subsidiary ceasing to
be in full force and effect; or with respect to a material
portion of the Collateral, any of the Security Documents (as
defined in the Indenture) or the liens created thereby ceases to
be in full force and effect, subject tot a 45 day cure period.

Second Lien Notes Pledge and Security Agreement.

to that certain Second Lien Notes Pledge and Security Agreement,
dated as of December 5, 2016, among OLS and the Guarantors and
the Collateral Trustee (the Second Lien Notes Security
Agreement), the Second Lien Notes are secured by second priority
liens granted by OLS and the Guarantors (collectively, the
Grantors) on the assets and properties of the Grantors (whether
now owned or hereinafter arising or acquired) that secure the
first priority obligations of the Grantors under the SSTL,
excluding any mortgage servicing rights related to Fannie Mae and
Freddie Mac mortgages with respect to which a new acknowledgment
agreement with Fannie Mae and Freddie Mac acknowledging such
second priority liens has not been obtained (collectively, the
Collateral). The Grantors are required to use commercially
reasonable efforts to obtain such new acknowledgment agreements.
The Collateral will be subject to certain permitted liens set
forth under the Indenture and the Second Lien Notes Security
Agreement and will not include any assets that is not collateral
for the first priority obligations under the SSTL.

Intercreditor Agreement

To establish the second priority status of the liens securing the
Second Lien Notes relative to the liens securing the SSTL, the
Grantors , Barclay Bank PLC, as representative for the lenders
under SSTL (the First Priority Representative), and the
Collateral Trustee, as representative for the holders of the
Second Lien Notes, entered into that certain Junior Priority
Intercreditor Agreement, dated as of December 5, 2016 (the
Intercreditor Agreement). Under the terms of the Intercreditor
Agreement, any proceeds received upon a realization of the
Collateral will be applied first to the payment of the First
Priority Obligations (as defined in Intercreditor Agreement)
until the discharge in full of the First Priority Obligations has
occurred. Until the discharge in full of the First Priority
Obligations, if the holders of the Second Lien Notes and any
other Second Priority Obligations (as defined in the
Intercreditor Agreement) are granted or receive cash payments in
respect of liens on the Collateral, such cash payments must be
turned over to the First Priority Representative. In addition, to
the terms of the Intercreditor Agreement, prior to the discharge
in full of the First Priority Obligations, (i) the First Priority
Representative will determine the time and method by which the
liens on the Collateral will be enforced after the occurrence and
during the continuance of an event of default and (ii) the
Collateral Trustee will not be permitted to enforce the security
interests, liens and other rights related to the Collateral on
behalf of the holders of the Second Lien Notes even if an event
of default has occurred and the Second Lien Notes have been
accelerated, subject to each case to certain exceptions.

Amended and Restated Senior Secured Term Loan

On December 5, 2016, OLS entered into an Amended and Restated
Senior Secured Term Loan Facility Agreement by and among OLS, as
borrower, the Guarantors, the financial institutions party
thereto as lenders, Barclays Bank PLC (Barclays), as
Administrative Agent, Collateral Agent and Sole Syndication
Agent, Barclays, JPMorgan Chase Bank, N.A. (JPM), Nomura
Securities International, Inc. (Nomura) and Credit Suisse
Securities (USA) LLC (CS), as Joint Lead Arrangers and Joint
Bookrunners, and JPM, Nomura and CS, as Co-Documentation Agents.
The SSTL amended and restated OLSs Prior SSTL, which it had
originally entered into in February 2013. Each Guarantor has
unconditionally guaranteed all obligations of OLS under the SSTL.

The SSTL provides for a $335 million senior secured term loan
with a maturity date of December 5, 2020. Under the terms of the
SSTL, OLS may also request an increase to the loan amount of up
to $100 million, with additional increases subject to certain
limitations. The proceeds of the term loan made under the SSTL
were used to prepay in full all of OLS obligations under the
Prior SSTL and to pay fees and expenses incurred in connection
with the transactions described herein.

Loans under the SSTL will bear interest at the one, two, three or
six month Eurodollar Rate or the Base Rate (as defined in the
SSTL), at OLS option, plus a margin of 5.00% per annum for
Eurodollar Rate Loans or 4.00% per annum for Base Rate Loans. In
each case of the foregoing, the Eurodollar Rate shall not be less
than 1.00% per annum and the Base Rate shall not be less than
2.00% per annum. Principal payments under the SSTL will be due
and owing in equal quarterly payments of $4,187,500 commencing on
March 31, 2017.

The SSTL contains covenants substantially similar to those in the
Prior SSTL, including covenants limiting liens, debt,
distributions, investments, asset sales, prepayment and/or
modification of junior debt and mergers. Most of these
restrictions are subject to minimum thresholds and exceptions.
The SSTL also contains a financial covenant that requires OFC to
maintain a loan-to-value ratio as of the last day of each fiscal
quarter of not less than 40%.

In addition, the SSTL has events of default substantially similar
to the Prior SSTL, including (subject to certain materiality
thresholds and grace periods) payment default, failure to comply
with covenants, material inaccuracy of representation or
warranty, bankruptcy or insolvency proceedings, material
judgments, change of control and cross-default to other debt
agreements.

The information under Item 1.01 is incorporated herein by
reference.

On December 5, 2016, Ocwen Financial Corporation issued a press
release announcing the consummation of previously announced
exchange offer and entering into an amended and restated senior
secured term Loan. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits

About OCWEN FINANCIAL CORPORATION (NYSE:OCN)

Ocwen Financial Corporation is a financial services holding company. The Company, through its subsidiaries, operates as a mortgage company. The Company’s segments include Servicing, Lending, and Corporate Items and Other. The Company’s Servicing segment consists of its core residential servicing business. The Company’s Lending segment is focused on originating and purchasing conventional and government-insured residential forward and reverse mortgage loans. The Company’s Corporate Items and Other segment includes business activities that include providing secured floor plan lending to used car dealerships through its Automotive Capital Services (ACS) venture and providing financing to investors to purchase single-family homes and apartments for lease through its Liberty Rental Finance venture. The Corporate Items and Other segment also includes the diversified fee-based businesses, which provide property valuation, real estate owned (REO) management, title and closing services.

OCWEN FINANCIAL CORPORATION (NYSE:OCN) Recent Trading Information

OCWEN FINANCIAL CORPORATION (NYSE:OCN) closed its last trading session up +0.26 at 5.42 with 1,357,593 shares trading hands.