Walter Investment Management Corp. (NYSE:WAC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
| • | Each holder of a Convertible Notes Claim will receive its pro rata share of (i)New Common Stock representing, in the aggregate, 50% of the New Common Stock issued, subject to dilution by shares of New Common Stock issuable upon conversion of the Mandatorily Convertible Preferred Stock, shares of New Common Stock issued or issuable to the Management Incentive Plan and shares of New Common Stock issued after the Effective Date, including to the Warrants, and (ii) 50% of the Warrants. The Convertible Notes will be cancelled without further action by or order of the Bankruptcy Court; |
| • | Each holder of an Existing Equity Interest will receive its pro rata share of (i)New Common Stock representing, in the aggregate, 50% of the New Common Stock issued, subject to dilution by shares of New Common Stock issuable upon conversion of the Mandatorily Convertible Preferred Stock, shares of New Common Stock issued or issuable to the Management Incentive Plan and shares of New Common Stock issued after the Effective Date, including to the Warrants, and (ii) 50% of the Warrants. All Interests will be cancelled without further action by or order of the Bankruptcy Court; and |
| • | The Company will issue to the holders of Convertible Notes Claims and Existing Equity Interests, 10 year warrants in two (2)separate tranches, on the terms described on Exhibit 4 to the Term Sheet. |
| • | If the Classof Convertible Notes Claims does not vote to accept the Prepackaged Plan, then holders of Convertible Notes Claims and holders of Existing Equity Interests will not receive or retain any property under the Prepackaged Plan on account of such Claims or Interests. |
| • | Unless a holder of a General Unsecured Claim agrees to different treatment, (i)the Company or Reorganized Company, as applicable, will continue to pay or treat such General Unsecured Claim in the ordinary course of business or (ii)such holder will receive such other treatment so as to render such General Unsecured Claim Unimpaired, in each case subject to all defenses or disputes the Company may assert as to the validity or amount of such Claims. |
| • | All priority tax claims, other priority claims, and other secured claims, other than those claims otherwise referenced herein, will be unimpaired under the Prepackaged Plan and/or paid in full in the ordinary course of business. |
| • | The board of directors of the Reorganized Company will consist of nine (9)members, with six (6)directors nominated by holders of the Mandatorily Convertible Preferred Stock, and three (3)directors nominated by the Company (on behalf of the holders of New Common Stock). |
| • | The Reorganized Company will enter into a post-Restructuring Management Incentive Plan, under which 10% of the New Common Stock (after taking into account the shares to be issued under the Management Incentive Plan) will be reserved for issuance as awards under the Management Incentive Plan. |
| • | The Prepackaged Plan will include releases for the Company and the Consenting Creditors. In addition, the Prepackaged Plan will provide for releases of the Company’s subsidiaries with respect to their guarantees under the Credit Agreement and the Indenture, without the need for the Company’s subsidiary guarantors to file for chapter 11. |
The foregoing description of the Term Loan RSA, Senior Notes RSA and the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of each RSAs, a copy of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
Any new securities to be issued to the Restructuring have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. Therefore, the new securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. This Current Report on Form 8-K does not constitute an offer to sell or buy, nor the solicitation of an offer to sell or buy, any securities referred to herein, nor is this Current Report on Form 8-K a solicitation of consents to or votes to accept any chapter 11 plan. Any solicitation or offer will only be made to a disclosure statement and only to such persons and in such jurisdictions as is permitted under applicable law.
| Item 1.01 | Regulation FD Disclosure. |
On October20, 2017, the Company issued a press release announcing the signing of the RSAs. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated into this Item 1.01 by reference.
The information furnished to Item 1.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing of Basic’s under the Securities Act of 1933, as amended (the “Securities Act”), unless specifically identified therein as being incorporated therein by reference.
Certain statements in this Form 8-K constitute “forward-looking statements” within the meaning of Section27A of the Securities Act and Section21E of the Exchange Act. Statements that are not historical fact are forward-looking statements. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “estimates,” “assumes,” “may,” “should,” “could,” “shall,” “will,” “seeks,” “targets,” “future,” or other similar expressions. Such forward-looking statements involve 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. Such statements include, but are not limited to, statements relating to the potential transactions contemplated by the RSAs, descriptions of management’s strategy, plans, objectives, expectations, or intentions and descriptions of assumptions underlying any of the above matters and other statements that are not historical fact.
These forward-looking statements are based on the Company’s 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 any potential outcome of any proposed transactions the Company considers. 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 forward-looking statements include, but are not limited to, those factors, risks and uncertainties described in more detail under the heading “Risk Factors” and elsewhere in the Company’s annual and quarterly reports, including amendments thereto, and other filings with theSecurities 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 Company’s 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 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 the Company’s objectives and plans will be achieved. These forward-looking statements speak only as of the date such statements were made or any earlier date indicated, and the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changes in underlying assumptions or otherwise. 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.
| Item 1.01. | Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
WALTER INVESTMENT MANAGEMENT CORP ExhibitEX-10.1 2 d477008dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Execution Version AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT This RESTRUCTURING SUPPORT AGREEMENT (as amended,…To view the full exhibit click here
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.
