Attached files
file | filename |
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EX-5.1 - EX-5.1 - HOME LOAN SERVICING SOLUTIONS, LTD. | d423417dex51.htm |
EX-23.1 - EX-23.1 - HOME LOAN SERVICING SOLUTIONS, LTD. | d423417dex231.htm |
EX-23.2 - EX-23.2 - HOME LOAN SERVICING SOLUTIONS, LTD. | d423417dex232.htm |
As filed with the Securities and Exchange Commission on December 18, 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)
190 Elgin Avenue
George Town, Grand Cayman KY1-9005
Cayman Islands
Telephone: +(345) 943-3100
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants 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 333-184715
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 (Do not check if a smaller reporting company) | 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 |
$72,805,000 | $9,930.61 | ||
| ||||
|
(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 $72,805,000.00. This Registration Statement relates to the Companys Registration Statement on Form S-1, as amended (File No. 333-184715) (the Prior Registration Statement), initially filed by the Company on November 2, 2012 and which, as amended, was declared effective by the Securities and Exchange Commission on December 18, 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 18th day of December, 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 | December 18, 2012 | ||
/s/ John P. Van Vlack John P. Van Vlack |
President and Director (Principal Executive Officer) |
December 18, 2012 | ||
* James E. Lauter |
Senior Vice President Chief Financial Officer (Principal Financial Officer and Controller) |
December 18, 2012 | ||
|
Director | |||
Kerry Kennedy | ||||
* Richard J. Lochrie |
Director | December 18, 2012 | ||
|
Director | |||
Robert McGinnis | ||||
* David B. Reiner |
Director | December 18, 2012 | ||
/s/ John P. Van Vlack |
||||
John P. Van Vlack, Attorney-in-Fact |
EXHIBIT INDEX
Exhibit |
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). | |
24.1 | Power of Attorney (previously filed with the Prior Registration Statement). |