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).
In light of the Companys need to restate the aforementioned
financial statements, the Company has sought necessary waivers to
certain provisions of a number of its and its subsidiaries credit
and financing arrangements.
On May 26, 2017, the Company obtained a limited waiver to its
Amended and Restated Receivables Loan Agreement, dated May 2,
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 May29, 2017, the Company obtained limited waivers to the
following agreements and related transaction documents
(collectively, the RMS Limited Waivers):
|
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 |
|
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. |
We have received similar limited waivers from each of our 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. In connection with the Waivers, 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 Waivers expire on June9, 2017, prior to which
time the Company intends to seek additional waivers or
extensions.
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.
| Item8.01. | Other Events. |
The Company has previously disclosed its initiative to
significantly de-lever its balance sheet in the near-term to
maintain sufficient access to the loan and capital markets on
commercially acceptable terms to finance its business, and is
devoting substantial time and resources to address this pressing
need. The Company has engaged Weil, Gotshal Manges LLP and
Houlihan Lokey as its legal and investment banking debt
restructuring advisors, respectively. To support its legal and
investment banking debt restructuring advisors in its debt
restructuring initiative and assist with operational initiatives,
the Company has also recently engaged Alvarez Marsal North
America, LLC as its financial debt restructuring advisor.
The Company and its debt restructuring advisors have commenced
discussions with the financial and legal advisors to certain
organized ad hoc groups of holders of the Companys indebtedness
under the Companys Amended and Restated Credit Agreement, dated
as of December19, 2013, and the Companys 7.875% Senior Notes due
2021, including discussions regarding the default under such
financings arising as a result of the Restatement and potential
strategies and options for a viable near-term, comprehensive
de-leveraging transaction. Advisors to these two groups of
creditors have begun a diligence process and, in connection
therewith, have requested information from the Company regarding
our operational and strategic goals, our internal business plans,
our liquidity projections, developing conditions in the terms of
our financing arrangements as they are amended, the recent
performance of our originations segment and other matters.
If the Company is unable to effectuate a satisfactory debt
restructuring, the Company expects that it will experience
continuing adverse pressures on its relationships with
counterparties who are critical to its business, its ability to
access the capital markets, its ability to execute on its
operational and strategic goals and its business, prospects,
results of operations and liquidity generally. There can be no
assurance as to when or whether the Company will implement any
action as a result of its debt restructuring initiative, whether
the implementation of one or more such actions will be
successful, or the effects the failure to take action may have on
the Companys business, its ability to achieve its operational and
strategic goals or its ability to finance its business or
refinance its indebtedness. The failure to address our level of
corporate leverage in the near-term may have a material adverse
effect on the Companys business, prospects, results of
operations, liquidity and financial condition, and its ability to
service or refinance its corporate debt as it becomes due in
future years.
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. Risks and
uncertainties relating to the Companys debt restructuring
initiative include: the partial or incomplete implementation of
the proposed debt restructuring initiative; uncertainties around
the timing of the proposed debt restructuring initiative; and the
effects of disruption from the proposed debt restructuring
initiative making it more difficult to maintain business,
financing and operational relationships. 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. Walter Investment Management Corp. (NYSE:WAC) Recent Trading Information
Walter Investment Management Corp. (NYSE:WAC) closed its last trading session down -0.12 at 1.14 with 498,104 shares trading hands.