Attached files

file filename
EX-5.1 - EX-5.1 - HOME LOAN SERVICING SOLUTIONS, LTD.d398062dex51.htm
EX-23.1 - EX-23.1 - HOME LOAN SERVICING SOLUTIONS, LTD.d398062dex231.htm
EX-23.2 - EX-23.2 - HOME LOAN SERVICING SOLUTIONS, LTD.d398062dex232.htm

As filed with the Securities and Exchange Commission on September 6, 2012

Registration No. 333-            

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Home Loan Servicing Solutions, Ltd.

(Exact Name of Registrant As Specified in Its Charter)

 

Cayman Islands   6162   98-0683664

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

Home Loan Servicing Solutions, Ltd.

c/o Intertrust Corporate Services (Cayman) Limited (formerly Walkers Corporate Services Limited)

87 Mary Street

George Town, Grand Cayman KY1-9005

Cayman Islands

Telephone: +(345) 945-3727

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

C T Corporation System

111 Eighth Avenue

New York, New York 10011

(212) 894-8940

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

William C. Erbey

Home Loan Servicing Solutions, Ltd.

2002 Summit Boulevard, Sixth Floor

Atlanta, Georgia 30319

Telephone: (561) 682-7721

 

Christopher S. Auguste, Esq.

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, New York 10036

Telephone: (212) 715-9265

 

Danielle Carbone, Esq.

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

Telephone: (212) 848-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    x    333-183407

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer  ¨   Accelerated Filer  ¨    Non-Accelerated Filer  x   Smaller reporting company  ¨
(Do not check if a smaller reporting company)                                        

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of
Securities to be Registered
    

Proposed

Maximum

Aggregate

  Offering Price(1)  

     Amount of
Registration  Fee(2)

Ordinary shares, par value $0.01 per share

     $40,000,000.00      $4,584.00

 

 

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. Includes the offering price of additional shares that the underwriters have the option to purchase.
(2) Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

 

 

 


EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purpose of registering ordinary shares, par value $0.01 per share, of Home Loan Servicing Solutions, Ltd., an exempted Cayman Islands company (the “Company”) with a maximum aggregate offering price of $40,000,000.00. This Registration Statement relates to the Company’s Registration Statement on Form S-1, as amended (File No. 333-183407) (the “Prior Registration Statement”), initially filed by the Company on August 17, 2012 and which, as amended, was declared effective by the Securities and Exchange Commission on September 6, 2012. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, Georgia on the 6th day of September, 2012.

HOME LOAN SERVICING SOLUTIONS, LTD.

 

By:  

/s/ John P. Van Vlack

Name:  

John P. Van Vlack

Title:  

President and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

  

Title

 

Date

*

William C. Erbey

   Chairman of the Board of Directors   September 6, 2012

/s/ John P. Van Vlack

John P. Van Vlack

  

President and Director

(Principal Executive Officer)

  September 6, 2012

*

James E. Lauter

  

Senior Vice President

Chief Financial Officer

(Principal Financial Officer

and Controller)

  September 6, 2012

*

Kerry Kennedy

   Director   September 6, 2012

*

Richard J. Lochrie

   Director   September 6, 2012

*

Robert McGinnis

   Director   September 6, 2012

*

David B. Reiner

   Director   September 6, 2012

/s/ John P. Van Vlack

John P. Van Vlack, Attorney-in-Fact

    


EXHIBIT INDEX

 

Exhibit
Number

  

Description

  5.1    Opinion of Walkers, special counsel to the registrant.
23.1    Consent of Deloitte & Touche LLP.
23.2    Consent of Deloitte & Touche LLP.
23.3    Consent of Walkers (included in Exhibit 5.1).