Walter Investment Management Corp. (NYSE:WAC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. 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 Company’s 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 Company’s 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 Company’s 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 subsequent Current Reports on Form 8-K filed with the SEC on June2, 2017,June12, 2017, and July7, 2017, in light of the Company’s 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, as amended, supplemented or extended, were set to expire on July31, 2017.
On July21, 2017, the Company obtained a permanent 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 Permanent Waiver”).
On July21, 2017, the Company obtained additional permanent waivers to the following agreements and related transaction documents (collectively, the “RMS Permanent 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.|
The Company has received similar permanent waivers from each of its other warehouse and advance facility lenders to the extent necessary (collectively with the GTAR Permanent Waiver and RMS Permanent Waivers, the “Permanent Waivers”).
The Permanent Waivers waive any default, event of default, amortization event, termination event or similar event resulting or arising from the Restatement, and the Permanent Waivers supersede the limited waivers previously received by the Company; however, such waivers will terminate on July31, 2017 if
either of (x)the requisite term loan lenders under the Amended and Restated Credit Agreement, dated as of December19, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, as the borrower, Credit Suisse AG, as administrative agent (the “Administrative Agent”) and the lenders party thereto or (y)the requisite noteholders under the Indenture (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Notes Indenture”) by and between the Company, the guarantors thereof, and Wilmington Savings Fund Society, FSB, as Successor Trustee, dated as of December17, 2013 relating to the Company’s 7.875% Senior Notes due 2021, have not entered into a similar permanent waiver. Additionally, certain of the Permanent Waivers will terminate or be deemed void upon the occurrence of certain events, including if such requisite term loan lenders or requisite noteholders, as applicable, communicate in writing prior to July 31, 2017 that they will not sign and deliver an executed permanent waiver or if any third party declares a default or accelerates or commences the exercise of remedies under its lending agreement. The Company is continuing to seek such waivers to the Credit Agreement and the Notes Indenture.
In connection with providing the various waivers described above, certain of the Company’s lenders have effected reductions in our advance rates and / or have required other changes to the terms of such facilities.
The foregoing descriptions of the GTAR Permanent Waiver and RMS Permanent Waivers do not purport to be complete and are qualified in their entirety by reference to the full text of the GTAR Permanent Waiver and RMS Permanent Waivers, which the Company intends to file as exhibits to the Company’s 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 Company’s valuation allowance for the deferred tax asset balances, future financial and operating results, any need to restate financial statements and related matters, the Company’s 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 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 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 Company’s 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 Company’s 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 Company’s assessment or the Company’s 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 Company’s 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 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 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.