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

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

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Item1.01.

Entry into a Material Definitive
Agreement
.

On November11, 2016, Walter Investment Management Corp., a
Maryland corporation (the Company), entered into an
Amended and Restated Section382 Rights Agreement (as the same may
be amended from time to time, the Amended Rights
Agreement
) with Computershare Trust Company, N.A., a
federally chartered trust company, as Rights Agent (the Rights
Agent
), which amends and restates the Rights Agreement
between the Company and the Rights Agent dated as of June29,
2015, as amended by Amendment No.1, dated as of November16, 2015,
Amendment No.2, dated as of November22, 2015, and Amendment No.3,
dated as of June28, 2016. Capitalized terms used herein and not
otherwise defined herein shall have the meanings given to them in
the Amended Rights Agreement.

The Board of Directors of the Company (the Board of
Directors
) has previously authorized, and the Company
declared, a dividend of one preferred stock purchase right (a
Right) for each outstanding share of common stock, par
value $0.01 per share, of the Company (the Common Stock).
Each Right entitles the registered holder thereof to purchase
from the Company, upon the terms and subject to the conditions
set forth in the Amended Rights Agreement, one one-thousandth of
a fully paid non-assessable share of Junior Participating
Preferred Stock, par value $0.01 per share (the Junior
Preferred Stock
), of the Company at a price of $74.16 (as the
same may be adjusted, the Purchase Price). The description
and terms of the Rights are set forth in the Amended Rights
Agreement.

The Amended Rights Agreement is intended to help protect the
Companys built-in tax losses and certain other tax benefits by
acting as a deterrent to any Person (other than an Exempted
Entity (as defined below) or any Grandfathered Person (as defined
below)) from becoming or obtaining the right to become a Person
who, together with all Affiliates and Associates of such Person,
is the beneficial owner (including securities such Person is
deemed to constructively own to applicable Internal Revenue
Service regulations) of 4.99% or more of the shares of Common
Stock or any other class of Company382 Securities (as defined
below) then outstanding (each such Person, a Threshold
Holder
), without the approval of the Board of Directors.

Until the close of business on the earlier of (i)the tenth day
after the first date of a public announcement that a Person
(other than an Exempted Entity or Grandfathered Person (as
defined below)) or group of Affiliated Persons or Associated
Persons or Persons Acting in Concert with each other (an
Acquiring Person) has become a Threshold Holder or (ii)the
tenth Business Day (or such later date as may be determined by
action of the Board of Directors prior to such time as any Person
or group of Affiliated Persons or Associated Persons or Persons
Acting in Concert with each other becomes an Acquiring Person)
after the date of commencement of, or the first public
announcement of an intention to commence, a tender offer or
exchange offer, the consummation of which would result in any
Person (other than an Exempted Entity) or group of Affiliated
Persons or Associated Persons or Persons Acting in Concert
becoming an Acquiring Person (the earlier of such dates being
herein referred to as the Distribution Date), the Rights
will be represented by the balances indicated in the book-entry
account system of the transfer agent for the Common Stock
registered in the names of the holders of the Common Stock.

Approved Acquisition means (i)any acquisition of Company
382 Securities that would cause a Person to qualify as a
Threshold Holder and that is approved in advance by the Board of
Directors, or (ii)a conversion (or other exchange) of Company 382
Securities for other Company 382 Securities where such conversion
(or other exchange) does not increase the beneficial ownership in
the Company by any Person for purposes of Section382 of the
Internal Revenue Code of 1986, as amended.

Company 382 Securities means the Common Stock of the
Company and any other interest that would be treated as stock of
the Company for purposes of Section382 of the Internal Revenue
Code of 1986, as amended (including to Treasury Regulation
Section1.382-2T(f)(18)).

Exempted Entity means (1)the Company, (2)any Subsidiary of
the Company (in the case of subclauses (1)and (2)including,
without limitation, in its fiduciary capacity), (3)any employee
benefit plan or compensation arrangement of the Company or of any
Subsidiary of the Company, (4)any entity or trustee holding, or
acting in a fiduciary capacity in respect of, Company 382
Securities to the extent organized, appointed or established by
the Company or any Subsidiary of the Company for or to the terms
of any such plan or for the purpose of funding any such employee
benefit plan or compensation arrangement, (5)any Person (together
with its Affiliates and Associates) Beneficially Owning less than
20% of the Common Stock of the Company whose status as a
Threshold Holder will, in the sole judgment of the Board of
Directors, not jeopardize or endanger the availability to the
Company of its Tax Benefits to be used to offset its taxable
income in such year or future years (but in the case of any
Person determined by the Board of Directors to be an Exempted
Entity to this subparagraph (5)only for so long as such Persons
status as a Threshold Holder continues not to jeopardize or
endanger the availability of such Tax Benefits, as determined by
the Board of Directors in its good faith discretion), or (6)any
Person who or which would qualify as a Threshold Holder as a
result of an Approved Acquisition and, to the extent approved by
the Board of Directors, any Person who or which acquires Company
382 Securities from any such Person.

Grandfathered Person means any Person who or which,
together with all Affiliates and Associates of such Person, was
as of the date of the Amended Rights Agreement, the Beneficial
Owner of 4.99% or more of the Company 382 Securities outstanding
on such date, unless and until such time as such Person, together
with all Affiliates and Associates of such Person, after the date
of the Amended Rights Agreement acquires beneficial ownership of
additional shares or other interests in Company 382 Securities.
Any Grandfathered Person who, together with all of its Affiliates
and Associates, subsequently becomes the beneficial owner of less
than 4.99% of the Company 382 Securities shall cease to be a
Grandfathered Person.

The Amended Rights Agreement provides that, until the
Distribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferable only in connection with
the transfer of Common Stock. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the transfer of
any shares of Common Stock outstanding as of the Record Date,
even without a notation incorporating the Amended Rights
Agreement by reference or a copy of the Summary of Rights, will
also constitute the transfer of the Rights associated with the
shares of Common Stock as represented by the balances indicated
in the book-entry account system of the transfer agent for Common
Stock registered in the names of holders of Common Stock. As soon
as practicable following the Distribution Date, separate
certificates evidencing the Rights (Right Certificates)
will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate
Right Certificates alone will evidence the Rights.

The Rights are not exercisable until the Distribution Date. The
Rights will expire at the earliest of (i)the close of business on
November11, 2017, (ii)the repeal of Section382 or any successor
statute if the Board of Directors determines that the Amended
Rights Agreement is no longer necessary for the preservation of
tax benefits or (iii)the beginning of a taxable year of the
Company to which the Board of Directors determines that no tax
benefits may be carried forward, subject to (x)the extension of
the Amended Rights Agreement by the Board of Directors by the
amendment of the Amended Rights Agreement or (y)the redemption or
exchange of the Rights by the Company, as described below.

The Purchase Price payable, and the number of shares of Junior
Preferred Stock or other securities or property issuable, upon
exercise of the Rights and the number of Rights outstanding are
subject to adjustment from time to time to prevent dilution (i)in
the event of a stock dividend on, or a subdivision, combination
or reclassification of, the Junior Preferred Stock, (ii)upon the
grant to holders of the Junior Preferred Stock of certain rights
or warrants to subscribe for or purchase Junior Preferred Stock
at a price, or securities convertible into Junior Preferred Stock
with a conversion price, less than the then-current market price
of the Junior Preferred Stock or (iii)upon the distribution to
holders of the Junior Preferred Stock of evidences of
indebtedness or assets (excluding regular periodic cash dividends
or dividends payable in Junior Preferred Stock) or of
subscription rights or warrants (other than those referred to
above).

The Rights are also subject to adjustment in the event of a stock
dividend on the Common Stock payable in shares of Common Stock or
subdivisions, consolidations or combinations of the Common Stock
occurring, in any such case, prior to the Distribution Date.

Shares of Junior Preferred Stock purchasable upon exercise of the
Rights will not be redeemable. Each share of Junior Preferred
Stock will be entitled, when, as and if declared, to a minimum
preferential quarterly dividend payment of the greater of (a)$1
per share and (b)an amount equal to 1,000 times the dividend
declared per share of Common Stock. In the event of a
liquidation, dissolution or winding up of the Company, the
holders of the Junior Preferred Stock will be entitled to a
minimum preferential liquidation payment of $1,000 per share
(plus any accrued but unpaid dividends) but will be entitled to
an aggregate 1,000 times the payment made per share of Common
Stock. In general, each share of Junior Preferred Stock will vote
together with the Common Stock and any other class or series of
capital stock of the Company entitled to vote, on all matters
submitted to a vote of the stockholders of the Company. Each
share of Junior Preferred Stock will have 1,000 votes on all
matters upon which the holders of Common Stock are entitled to
vote. The holders of the Junior Preferred Stock, voting as a
separate class, shall be entitled to elect two directors if
dividends on the Junior Preferred Stock are in arrears in an
amount equal to six quarterly dividends thereon; provided,
further, that such directors shall hold office until the
next annual meeting of stockholders of the Company and until
their successors are elected and qualify or until the next
arrearage is fully repaid. Finally, in the event of any merger,
consolidation or other transaction in which shares of Common
Stock are converted or exchanged, each share of Junior Preferred
Stock will be entitled to receive 1,000 times the amount received
per share of Common Stock. These rights are protected by
customary antidilution provisions.

Because of the nature of the Junior Preferred Stocks dividend,
liquidation and voting rights, the value of the one
one-thousandth interest in a share of Junior Preferred Stock
purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.

If any Person or group of Affiliated Persons or Associated
Persons or Persons Acting in Concert with each other becomes an
Acquiring Person, each holder of a Right, other than Rights that
have become void (as described below), will thereafter have the
right to receive upon exercise of a Right and payment of the
Purchase Price in accordance with the Amended Rights Agreement
and in lieu of one one-thousandth of a share of Junior Preferred
Stock, that number of shares of Common Stock having a market
value of two times the Purchase Price. Notwithstanding the
foregoing, following the time any Person or group of Affiliated
Persons or Associated Persons or Persons Acting in Concert with
each other becomes an Acquiring Person, all Rights that are, or
under certain circumstances specified in the Amended Rights
Agreement were, beneficially owned by any Acquiring Person will
be null and void.

If, after a Person or group of Affiliated Persons or Associated
Persons or Persons Acting in Concert with each other has become
an Acquiring Person, the Company is acquired in a merger or other
business combination transaction or 50% or more of its
consolidated assets or earning power are sold, proper provision
will be made so that each holder of a Right (other than Rights
that have become void) will thereafter have the right to receive,
upon the exercise thereof at the then-current exercise price of
the Right, that number of shares of common stock and/or other
securities or property of the Person with whom the Company has
engaged in the foregoing transaction (or its parent), which
number of shares at the time of such transaction will have a
market value of two times the Purchase Price.

At any time after any Person or group of Affiliated Persons or
Associated Persons or Persons Acting in Concert with each other
becomes an Acquiring Person and prior to the acquisition by such
Acquiring Person of beneficial ownership of shares of Common
Stock having 50% or more of the total voting power of all shares
of Common Stock then outstanding or the occurrence of an event
described in the prior paragraph, the Board of Directors may
exchange the Rights (other than Rights that have become void), in
whole or in part, at an exchange ratio of one share of Common
Stock, or a fractional share of Junior Preferred Stock (or of a
share of a similar class or series of the Companys preferred
stock having similar rights, preferences and privileges) of
equivalent value, per Right (subject to adjustment).

With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of
at least 1% in such Purchase Price. No fractional shares of
Junior Preferred Stock will be issued (other than fractions which
are integral multiples of one one-thousandth of a share of Junior
Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an
adjustment in cash will be made based on the market price of the
Junior Preferred Stock on the last Trading Day prior to the date
of exercise.

At any time prior to the time an Acquiring Person becomes such,
the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $0.01 per Right (the
Redemption Price). The redemption of the Rights may be
made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may
establish.

Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.

For so long as the Rights are then redeemable, the Board of
Directors may, except with respect to a decrease in the
Redemption Price, amend the Amended Rights Agreement in any
manner. After the Rights are no longer redeemable, the Board of
Directors may, except with respect to a decrease in the
Redemption Price, amend the Amended Rights Agreement in any
manner that does not adversely affect the interests of holders of
the Rights (other than an Acquiring Person or a holder whose
Rights have become void).

Until a Right is exercised or exchanged, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends.

A copy of the Amended Rights Agreement is filed with the
Securities and Exchange Commission as Exhibit 4.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The
foregoing summary description of the Amended Rights Agreement and
the Rights, including the terms of the Articles Supplementary for
the Junior Preferred Stock, are available free of charge from the
Company. This summary description of the Rights and the Junior
Preferred Stock does not purport to be complete and is qualified
in its entirety by reference to the full text of the Amended
Rights Agreement and the Articles Supplementary, as the same may
be amended from time to time, which are hereby incorporated by
reference.

Item3.03. Material Modification to Rights of Security
Holders
.

The information set forth above under Item1.01 of this Current
Report on Form 8-K is hereby incorporated herein by reference
into this Item3.03.

Item7.01. Regulation FD Disclosure.

On November11, 2016, the Company issued a press release
announcing the declaration of the dividend of Rights and the
adoption of the Amended Rights Agreement. A copy of the press
release is attached hereto as Exhibit99.1 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 Form8-K,
including Exhibit99.1, 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 the Company 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

4.1 Amended and Restated Section382 Rights Agreement, dated as of
November11, 2016, between Walter Investment Management Corp.
and Computershare Trust Company, N.A., as Rights Agent, which
includes the Form of Articles Supplementary for the Junior
Participating Preferred Stock as ExhibitA, the Form
of Right Certificate as ExhibitB and the Summary of
Rights as ExhibitC.
99.1 Press Release of Walter Investment Management Corp. issued on
November11, 2016.


About Walter Investment Management Corp. (WAC)


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