Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - HOME LOAN SERVICING SOLUTIONS, LTD. | ex991pressreleasefebruary1.htm |
| EX-10.1 - EXHIBIT 10.1 - HOME LOAN SERVICING SOLUTIONS, LTD. | ex101410agreementfinal2015.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
February 18, 2015 (February 17, 2015)
HOME LOAN SERVICING SOLUTIONS, LTD.
(Exact name of registrant as specified in its charter)
Cayman Islands | 1-35431 | 98-0683664 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
Home Loan Servicing Solutions, Ltd.
c/o Intertrust Corporate Services (Cayman) Limited
190 Elgin Avenue
George Town, Grand Cayman
KY1-9005
Cayman Islands
Registrant’s telephone number, including area code: (345) 945-3727
Not applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 1.01 | Entry into a Material Definitive Agreement. |
On February 17, 2015, HLSS Holdings, LLC (“Holdings”), Administrator to the HLSS Servicer Advance Receivables Trust (the “HSART Trust”) and a wholly owned subsidiary of Home Loan Servicing Solutions, Ltd. (“HLSS”), and HLSS Servicer Advance Facility Transferor, LLC, the depositor to the HSART Trust and a wholly owned subsidiary of HLSS (the “Depositor”), entered into an agreement (the “Agreement”) with Deutsche Bank National Trust Company in its capacity as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary under the HSART Trust (the “Trustee”).
Pursuant to the Agreement, the parties agreed, among other things, that during the term of the Agreement the Trustee will not commence a judicial proceeding to obtain judicial guidance on the merits, if any, of the allegations set forth in a letter from lawyers representing BlueMountain Capital Management, LLC, a purported holder of notes issued by the HSART Trust, and Holdings and the Depositor agreed to allow the Trustee to withhold from distribution certain excess funds that would otherwise be distributable to the Depositor in an amount up to the Interest Accrual Differential (as defined in the Agreement) for the related interest accrual period under the HSART Trust indenture. For purposes of the Agreement, the “Interest Accrual Differential” means, with respect to any interest accrual period under the HSART Trust indenture beginning with the interest accrual period relating to the February 17, 2015 monthly payment date thereunder and any class of HSART Trust notes issued prior to January 17, 2014, an amount equal to the excess of (a) the related interest accrual for such class of notes at the interest rate in effect for such class in the absence of an event of default under the HSART Trust indenture (the “Non-FAE Rate”) plus 3.00% per annum over (b) the related interest accrual for such class of notes at the non FAE Rate. A copy of the Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement.
Item 8.01 | Other Events. |
On February 18, 2015, the Company issued a press release in connection with the Agreement and also disclosed management and the Board of HLSS have received multiple proposals from third parties who are interested in pursuing a strategic transaction with HLSS. HLSS is working with its financial and legal advisors to evaluate these and other options that may be available to the company. No decision has been made to pursue a strategic transaction and there can be no assurances that these efforts will lead to such a transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits. |
(a)-(c) Not applicable.
(d) Exhibits:
Exhibit No.
10.1 | Press Release dated February 18, 2015. | |
99.1 | Agreement with Deutsche Bank National Trust Company dated February 17, 2015. | |
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts included in this press release including, without limitation, statements regarding our financial position, business strategy and other plans and objectives for our future operations, are forward-looking statements.
These forward-looking statements include declarations regarding our management’s beliefs and current expectations. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” "might," “should,” “could,” "would," “intend,” “consider,” “expect,” “foresee,” “plan,” “anticipate,” “believe,” “estimate,” “predict” or “continue” or the negative of such terms or other comparable terminology. Such statements are not guarantees of future performance as they are subject to certain assumptions, inherent risks and
uncertainties in predicting future results and conditions that could cause the actual results to differ materially from those projected in these forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to, the following:
• | The ability to resolve the alleged event of default under the Sixth Amended and Restated Indenture, dated as of January 17, 2014, by and among HLSS Servicer Advance Receivables Trust, Deutsche Bank National Trust Company, HLSS Holdings, LLC, Ocwen Loan Servicing, LLC, Wells Fargo Securities, LLC and Credit Suisse AG, New York Branch; |
• | Whether a strategic transaction is entered into, and if entered into, whether that transaction is consummated; |
• | Assumptions about the availability of and our ability to make acquisitions of residential mortgage assets from Ocwen Financial Corporation and its subsidiaries (collectively, “Ocwen”) or others on terms consistent with our business and economic model; |
• | Estimates regarding prepayment speeds, default rates, delinquency rates, severity, servicing advances, amortization of Notes receivable - Rights to MSRs, custodial account balances, interest income, operating costs, interest costs and other drivers of our results; |
• | The potential for fluctuations in the valuation of our Notes receivable - Rights to MSRs and Loans held for investment; |
• | The impact of the change in our accounting convention related to the valuation of our Notes receivable - Rights to MSRs and timing and cost of the remediation of a related material weakness in our internal control over financial reporting as described in Part II, Item 4, “Controls and Procedures” of our Amendment No. 1 to Form 10-K filed on August 18, 2014 (the "2013 Form 10-K/A"); |
• | Assumptions regarding the availability of refinancing options for subprime and Alt-A borrowers; |
• | Expectations regarding incentive fees in our servicing contract and the stability of our net servicing fee revenue; |
• | Assumptions about the effectiveness of our hedging strategy; |
• | Assumptions regarding amount and timing of additional debt or equity offerings; |
• | Assumptions related to sources of liquidity, our ability to fund servicing advances, our ability to pursue new asset classes and the adequacy of our financial resources; |
• | Assumptions regarding our financing strategy, advance rate, costs and other terms for financing new asset classes; |
• | Assumptions regarding margin calls on financing facilities; |
• | Changes in rating methodologies by our rating agencies and our ability to obtain or maintain ratings of our financing facilities; |
• | Our ability to enforce our contractual remedies against Ocwen; |
• | The ability of Ocwen to obtain or maintain ratings of its financing facilities; |
• | Our status with respect to legal ownership of the rights to mortgage servicing rights we acquired from Ocwen; |
• | Our ability to pay monthly dividends; |
• | The performance of Ocwen as mortgage servicer; |
• | The ability of Ocwen to maintain its residential mortgage servicer ratings and the effects, if any, of any changes in such ratings on our financing arrangements or agreements with Ocwen; |
• | Our competitive position; |
• | Our dependence on the services of our senior management team; |
• | Regulatory investigations and legal proceedings against us; |
• | Regulatory investigations and legal proceedings against Ocwen, Altisource or others with whom we may conduct business; |
• | Uncertainty related to future government regulation and housing policies; |
• | Assumptions regarding our tax rate and decisions by taxing authorities; and |
• | General economic and market conditions. |
All forward-looking statements are subject to certain risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results, performance or achievements could differ materially from those expressed in, or implied by, any such forward-looking statements. Important factors that could cause or contribute to such difference include those risks specific to our business detailed within this report and our other reports and filings with the SEC, including our 2013 Form 10-K/A and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (the "Q3 Form 10-Q") filed with the SEC. We undertake no obligation to update or revise forward-looking statements¸ whether as a result of new information, future events or otherwise. You should carefully consider the risk factors described under the heading “Risk Factors” within our 2013 Form 10-K/A, Part I, Item 1A and within our Q3 Form 10-Q, Part II, Item 1A.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: | February 18, 2015 | HOME LOAN SERVICING SOLUTIONS, LTD. | ||
(Registrant) | ||||
By: | /s/ James E. Lauter | |||
James E. Lauter | ||||
Senior Vice President and Chief Financial Officer (On behalf of the Registrant and as its principal financial officer) | ||||