Walter Investment Management Corp. (NASDAQ:WAC) Files An 8-K Entry into a Material Definitive Agreement

Walter Investment Management Corp. (NASDAQ:WAC) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01.

Entry into a Material Definitive Agreement.

On December30, 2016, Walter Investment Management Corp. (WIMC), a
Maryland corporation, Green Tree Credit Solutions LLC (GTCS), a
Delaware limited liability company and a direct wholly-owned
subsidiary of WIMC, Insureco, Incorporated (Insureco), a
California corporation and a direct wholly-owned subsidiary of
Assurant, Inc. (Assurant), a Delaware corporation, and
InterFinancial, Inc. (InterFinancial), a Georgia corporation and
a direct wholly-owned subsidiary of Assurant, entered into a
Stock Purchase Agreement (the Stock Purchase Agreement) to which
GTCS has agreed to sell to Insureco all of the issued and
outstanding shares of GTI Holdings Corp. (GTIH) for $125 million
in cash, subject to adjustment as specified in the Stock Purchase
Agreement. As additional consideration, Insureco has agreed to
potential earnout payments to GTCS of up to an aggregate of $25
million in cash based upon the amount of gross written premium of
certain voluntary homeowners insurance written by Insureco or one
of its affiliates. GTIH is the holding company for Green Tree
Insurance Agency, Inc. (GTIA), an insurance agency subsidiary of
WIMC. GTIAs business includes procuring voluntary insurance
policies for customers of Ditech Financial LLC (Ditech), an
indirect wholly-owned subsidiary of WIMC that services and
originates mortgage loans. GTIH is also the holding company for
Green Tree Insurance Agency Reinsurance Limited, which assumes
underwriting risk for certain low volume insurance product lines.

In connection with the closing of the stock sale under the Stock
Purchase Agreement, which is subject to various closing
conditions, including the expiration or earlier termination of
the Hart-Scott-Rodino waiting period, it is expected that WIMC,
through certain subsidiary companies, will enter into a series of
agreements with GTIA, including an agreement for voluntary
insurance lead generation on behalf of GTIA, an agreement to
provide insurance marketing services to GTIA in respect of
voluntary insurance, and a support services agreement for the
benefit of GTIA, as well as a sublease, and an amendment to an
existing insurance tracking and issuance agreement with an
affiliate of Assurant.

The Stock Purchase Agreement contains customary representations
and warranties as well as covenants by each of the parties
thereto.The representations and warranties in the Stock Purchase
Agreement are the product of negotiation among the parties to the
Stock Purchase Agreement and are for the sole benefit of such
parties.Any inaccuracies in such representations and warranties
are subject to waiver by such parties in accordance with the
Stock Purchase Agreement without notice or liability to any other
person.In some instances, the representations and warranties in
the Stock Purchase Agreement may represent an allocation among
the parties of risk associated with particular matters, and the
assertions embodied in those representations and warranties are
qualified by information disclosed by one party to the other in
connection with the execution of the Stock Purchase
Agreement.Consequently, persons other than the parties to the
Stock Purchase Agreement may not rely upon the representations
and warranties in the Stock Purchase Agreement as
characterizations of actual facts or circumstances as of the date
of the Stock Purchase Agreement or as of any other date.Each of
GTCS and WIMC, on the one hand, and Insureco, on the other hand,
has agreed to indemnify the other for breaches or inaccuracies of
its representations and warranties and covenants, as well as for
certain other specified matters. In addition, InterFinancial has
agreed to guarantee Insurecos obligations under the Stock
Purchase Agreement.

The above description of the Stock Purchase Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Stock Purchase Agreement, which
will be filed as an exhibit to WIMCs Annual Report on Form 10-K
for the fiscal year ended December31, 2016.


Item7.01.
Regulation FD Disclosure.

On January4, 2017, WIMC issued a press release announcing the
execution of the Stock Purchase Agreement. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the
information being furnished under this Item7.01 to this Current
Report on Form 8-K, including Exhibit 99.1, shall not be deemed
to be filed for purposes of Section18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), or otherwise subject
to the liabilities of that section, nor shall it be deemed
incorporated by reference into any registration statement or
other document filed by WIMC under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by
specific reference in such filing.


Item9.01.
Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.


Description

99.1 Press Release of Walter Investment Management Corp. issued on
January 4, 2017.

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