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): April 17, 2015
OCWEN FINANCIAL
CORPORATION
(Exact
name of registrant as specified in its charter)
| Florida |
|
1-13219 |
|
65-0039856 |
| (State
or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer Identification No.) |
1000
Abernathy Road NE, Suite 210
Atlanta,
Georgia 30328
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (561) 682-8000
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 Definitive Material Agreement. |
Amendment to
Senior Secured Term Loan Facility Agreement
On April 17, 2015, Ocwen
Loan Servicing, LLC, as borrower (the “Borrower”), Ocwen Financial Corporation (the “Company”) and certain
subsidiaries of the Company, as guarantors, entered into Amendment No. 3 to Senior Secured Term Loan Facility Agreement (the “Amendment”)
with the lenders party thereto and Barclays Bank PLC, as administrative agent and collateral agent, pursuant to which certain
amendments were made to the Senior Secured Term Loan Facility Agreement, dated as of February 15, 2013, as amended by Amendment
No. 1 to Senior Secured Term Loan Facility Agreement and Amendment No. 1 to Pledge and Security Agreement, dated as of September
23, 2013, as further amended by Amendment No. 2 to Senior Secured Term Loan Facility Agreement, dated as of March 2, 2015 (as
so amended, the “SSTL”). Effective as of April 20, 2015, the Amendment, among other things:
| · | removes,
with respect to the 2014 fiscal year, the requirement that the Company’s financial
statements and the related audit report must be unqualified as to going concern; and |
| · | extends
the required time period for delivery of the 2014 audited financial statements to May
29, 2015. |
This description of the
Amendment is not complete and is qualified in its entirety by reference to the entire Amendment, a copy of which is attached hereto
as Exhibit 10.1 and incorporated herein by reference.
Certain lenders under
the SSTL have other lending relationships with the Company and its subsidiaries. In addition certain lenders under the SSTL have
in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or
commercial banking services for the Company and its subsidiaries, for which they have received, and may in the future receive,
customary compensation and reimbursement of expenses.
| Item 7.01 | Regulation
FD Disclosure. |
On April 17, 2015, the Company
issued a press release announcing that it had entered into the Amendment. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
The information contained
under Item 7.01 in this Current Report, including Exhibit 99.1, is being furnished and, as a result, such information shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Special Note Regarding
Forward-Looking Statements
This Current Report on
Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of
the Exchange Act. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Forward-looking
statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially.
Important factors that
could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited
to, the following: adverse effects on our business as a result of recent regulatory settlements; reactions to the announcement
of such settlements by key counterparties; increased regulatory scrutiny and media attention, due to rumors or otherwise; uncertainty
related to claims, litigation and investigations brought by government agencies and private parties regarding our servicing, foreclosure,
modification and other practices; any adverse developments in existing legal proceedings or the initiation of new legal proceedings;
our ability to effectively manage our regulatory and contractual compliance obligations; our ability to execute on our strategy
to reduce the size of our Agency servicing portfolio; the adequacy of our financial resources, including our sources of liquidity
and ability to fund and recover advances, repay borrowings and comply with debt covenants; our servicer and credit ratings as
well as other actions from various rating agencies, including the impact of recent downgrades of our servicer and credit ratings;
volatility in our stock price; the characteristics of our servicing portfolio, including prepayment speeds along with delinquency
and advance rates; our ability to contain and reduce our operating costs; our ability to successfully modify delinquent loans,
manage foreclosures and sell foreclosed properties; uncertainty related to legislation, regulations, regulatory agency actions,
government programs and policies, industry initiatives and evolving best servicing practices; as well as other risks detailed
in Ocwen’s reports and filings with the SEC, including its annual report on Form 10-K/A for the year ended December 31, 2013 (filed
with the SEC on August 18, 2014) and its quarterly report on Form 10-Q for the quarter ended September 30, 2014 (filed with the
SEC on October 31, 2014). Anyone wishing to understand Ocwen’s business should review its SEC filings. Ocwen’s forward-looking
statements speak only as of the date they are made and, except for our ongoing obligations under the U.S. federal securities laws,
we undertake no obligation to update or revise forward-looking statements whether as a result of new information, future events
or otherwise. Ocwen may post information that is important to investors on its website.
| Item 9.01 | Financial
Statements and Exhibits. |
(d) Exhibits
Exhibit
Number |
| Description |
| |
| |
| 10.1 |
| Amendment
No. 3 to Senior Secured Term Loan Facility Agreement, dated as of April 17, 2015, by
and among Ocwen Loan Servicing, LLC, as borrower, Ocwen Financial Corporation, as parent,
certain subsidiaries of Ocwen Financial Corporation, as subsidiary guarantors, the lender
parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent |
| 99.1 |
| Press
release of Ocwen Financial Corporation dated April 17, 2015. |
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.
| |
OCWEN
FINANCIAL CORPORATION
(Registrant) |
| |
|
|
| Date: April
20, 2015 |
By: |
/s/
Michael R. Bourque, Jr. |
| |
|
Michael R.
Bourque, Jr. |
| |
|
Executive
Vice President & Chief Financial Officer |
| |
|
(On
behalf of the Registrant and as its principal financial officer) |
Exhibit 10.1
AMENDMENT
NO. 3 TO SENIOR SECURED TERM LOAN FACILITY AGREEMENT
AMENDMENT
NO. 3 TO SENIOR SECURED TERM LOAN FACILITY AGREEMENT, dated as of April 17, 2015 (this “Amendment”), is made
with reference to that certain Senior Secured Term Loan Facility Agreement dated as of February 15, 2013 by and among Ocwen Loan
Servicing, LLC, a Delaware limited liability company (the “Borrower”), Ocwen Financial Corporation, a Florida
corporation (the “Parent”), certain subsidiaries of the Parent (the “Subsidiary Guarantors”),
the Lenders party thereto, and Barclays Bank PLC, as Administrative Agent (in such capacity, the “Administrative Agent”)
and Collateral Agent (in such capacity, the “Collateral Agent”) (as amended by Amendment No. 1 to Senior Secured
Term Loan Facility Agreement and Amendment No. 1 to Pledge and Security Agreement, dated as of September 23, 2013, as further
amended by Amendment No. 2 to Senior Secured Term Loan Facility Agreement, dated as of March 2, 2015, the “Credit Agreement”).
Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Credit Agreement.
RECITALS
The
Borrower has requested that the Required Lenders and the Administrative Agent agree to amend certain provisions of the Credit
Agreement, in accordance with the requirements of Section 10.05 of the Credit Agreement, and the Required Lenders and the Administrative
Agent are willing to so agree subject to the terms and conditions contained in this Amendment.
Subject
to the terms and conditions set forth herein, on the Amendment No. 3 Effective Date (as defined below), each Lender delivering
an executed signature page to this Amendment to the Administrative Agent at or prior to 5:00 p.m., New York City time, on April
17, 2015 (each a “Consenting Lender”) has consented to this Amendment and the amendments set forth herein.
Accordingly,
in consideration of the Recitals and the covenants, conditions and agreements hereinafter set forth, the receipt and adequacy
of which are hereby acknowledged, the Borrower, the Required Lenders and the Administrative Agent hereby agree as follows:
1. Amendments
to the Credit Agreement.
(a) Section
1.01 of the Credit Agreement is hereby amended by adding the following definition in the appropriate alphabetical order:
“Amendment
No. 3 Effective Date” means April 20, 2015.
(b) The
definition of “Consolidated Excess Cash Flow” in Section 1.01 of the Credit Agreement is hereby amended by
replacing the phrase “non-operating and” appearing in clause (ii)(a)(4) thereof with “non-operating and/or”
and inserting the following at the end of clause (ii)(a)(4) thereof “(and, for the avoidance of doubt, the $150,000,000
payment made to the New York Department of Financial Services in December 2014 is a non-recurring item for purposes of this clause
(4))”.
(c) The
definition of “Consolidated Net Income” in Section 1.01 of the Credit Agreement is hereby amended by replacing
the phrase “non-operating and” appearing in clause (ii)(e) thereof with “non-operating and/or” and inserting
the following at the end of clause (ii)(e) thereof “(and, for the avoidance of doubt, the $150,000,000 payment made to the
New York Department of Financial Services in December 2014 is a non-recurring item for purposes of this clause (e))”.
(d) Section
5.01(c) of the Credit Agreement is hereby amended by replacing the phrase “which report and/or the accompanying financial
statements shall be unqualified as to going concern and scope of audit” appearing in clause (ii) thereof with “which
report and/or the accompanying financial statements shall be, except for, with respect to going concern, the fiscal year ending
on December 31, 2014, unqualified as to going concern and scope of audit”.
(e) Section
5.01(c) of the Credit Agreement is hereby further amended by replacing the proviso at the end of such Section with the following:
| | “;
provided, however, that, for the fiscal year ending on December 31, 2014,
any financial statements, reports or information required under this Section 5.01(c)
may be delivered on or prior to May 29, 2015”. |
(f) Each
party hereto hereby acknowledges and agrees that if any delay in the filing by the Parent of its Annual Report on Form 10-K with
the SEC with respect to the fiscal year ending on December 31, 2014 results in or causes any default or breach under the Credit
Agreement or any other Loan Documents (other than any Event of Default under Section 8.01(e) of the Credit Agreement that continues
for more than 5 days), no such breach or default shall constitute a Default or Event of Default under the Credit Agreement so
long as the Parent files such Annual Report on or prior to May 29, 2015.
2. [Reserved].
3. Conditions.
Section 1 of this Amendment shall become effective as of the Amendment No. 3 Effective Date (provided that the amendments
in Sections 1(b) and 1(c) of this Amendment to the definitions of “Consolidated Excess Cash Flow” and “Consolidated
Net Income” shall become effective as of December 31, 2014) when, and only when:
(a) the
Administrative Agent (or its counsel) shall have received from the Required Lenders, the Borrower and the Loan Parties either
(i) a counterpart of this Amendment signed on behalf of such Person or (ii) written evidence satisfactory to the Administrative
Agent (which may include facsimile or pdf transmission of a signed signature page of this Amendment) that such Person has signed
a counterpart of this Amendment;
(b) the
Administrative Agent shall have received a certificate of an Authorized Officer of the Parent certifying that immediately before
and after giving effect to this Amendment, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the
representations and warranties (x) of each Loan Party set forth in the Loan Documents and (y) in Section 4 of this Amendment,
in each case, are true and correct in all material respects as of the Amendment No. 3 Effective Date (or in the case of Section
4.24 of the Credit Agreement with respect to Schedules 1.01(e)(A) and 1.01(e)(B), as of the date of the most recent delivery prior
to the Amendment No. 3 Effective Date of updated Schedules 1.01(e)(A) and 1.01(e)(B) pursuant to Section 5.01(m) of the Credit
Agreement); it being understood that, to the extent that any such representation and warranty specifically refers to an earlier
date, it shall be true and correct in all material respects as of such earlier date and any such representation and warranty that
is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct
in all respects (after giving effect to any such qualification therein); and
(c) the
Borrower shall have paid to the Administrative Agent (x) all fees in the amounts previously agreed in writing and in accordance
with Section 6 below to be paid on the Amendment No. 3 Effective Date, (y) all costs and expenses of the Administrative Agent
(including, without limitation the fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative
Agent) and (z) for the ratable account of each Consenting Lender, an amount equal to 0.50% of the outstanding principal amount
of such Consenting Lender’s Loans on the Amendment No. 3 Effective Date.
The
effectiveness of this Amendment (other than Sections 7, 8 and 9 hereof) is conditioned upon the accuracy of the representations
and warranties set forth in Section 4 hereof.
4. Representations
and Warranties. In order to induce the Lenders party hereto to enter into this Amendment, the Parent and each other Loan Party
hereby represents and warrants to the Administrative Agent and each Lender as follows:
(a) This
Amendment has been duly authorized, executed and delivered by the Loan Parties and constitutes the legal, valid and binding obligations
of each of the Loan Parties enforceable against each of the Loan Parties in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles
of equity, regardless of whether considered in a proceeding in equity or at law;
(b) On
and as of the Amendment No. 3 Effective Date (before and after giving effect to this Amendment), each of the representations and
warranties made by the Parent and any other Loan Party contained in Article IV of the Credit Agreement and each other Loan Document
is true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality”
or “Material Adverse Effect” shall be true and correct in all respects on and as of the Amendment No. 3 Effective
Date (before and after giving effect to this Amendment), as if made on and as of such date and except to the extent that such
representations and warranties specifically relate to an earlier date); and
(c) No
Default or Event of Default has occurred and is continuing.
5. Credit
Agreement. The Credit Agreement and the other Loan Documents shall in all other respects remain in full force and effect,
and no amendment, consent, waiver, or other modification herein in respect of any term or condition of any Loan Document shall
be deemed to be an amendment, consent, waiver, or other modification in respect of any other term or condition of any Loan Document.
Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants
and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements
as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby and (ii) its guarantee
of the Obligations under the Guaranty, as applicable, and its grant of Liens on the Collateral to secure the Obligations pursuant
to the Security Documents.
6. Fees
and Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with
the preparation, execution and delivery of this Amendment (including, without limitation, the reasonable and documented fees and
expenses of Cahill Gordon & Reindel LLP), if any, in accordance with the terms of Section 10.02 of the Credit Agreement.
7. Counterparts.
This Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute
one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or pdf or other
electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.
8. Loan
Document. This Amendment shall constitute a Loan Document for all purposes under the Credit Agreement.
9. Governing
Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
10. Severability.
Any term or provision of this Amendment which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Amendment or affecting the validity or enforceability of any of the terms or provisions of this Amendment
in any other jurisdiction. If any provision of this Amendment is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as would be enforceable.
11. Headings.
The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the
construction of, or to be taken into consideration in interpreting, this Amendment.
[SIGNATURE PAGES
FOLLOW]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
| |
|
|
| |
BARCLAYS
BANK PLC, |
| |
as
Administrative Agent and the Collateral Agent |
| |
|
| |
By: |
/s/ Alicia Borys |
| |
Name: |
Alicia Borys |
| |
Title: |
Vice President |
ACKNOWLEDGED
AND AGREED TO BY:
| |
OCWEN LOAN SERVICING, LLC, as Borrower |
| |
|
|
| |
By: |
/s/ Michael R. Bourque |
| |
Name. |
Michael R. Bourque |
| |
Title: |
Chief Financial Officer |
| |
|
|
| |
OCWEN FINANCIAL CORPORATION, as Parent |
| |
|
|
| |
By: |
/s/ Michael R. Bourque |
| |
Name. |
Michael R. Bourque |
| |
Title: |
Chief Financial Officer |
| |
|
|
| |
SUBSIDIARY GUARANTORS: |
| |
|
|
| |
OCWEN MORTGAGE SERVICING, INC. |
| |
|
|
| |
By: |
/s/ Michael R. Bourque |
| |
Name. |
Michael R. Bourque |
| |
Title: |
Chief Financial Officer |
| |
|
|
| |
HOMEWARD RESIDENTIAL HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ John V. Britti |
| |
Name: |
John V. Britti |
| |
Title: |
Chief Financial Officer |
| |
|
|
| |
HOMEWARD RESIDENTIAL, INC. |
| |
|
|
| |
By: |
/s/ John V. Britti |
| |
Name: |
John V. Britti |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
 |
Ocwen Financial Corporation® |
FOR
IMMEDIATE RELEASE
OCWEN FINANCIAL
ANNOUNCES AMENDMENT TO
SENIOR SECURED
TERM LOAN
Atlanta,
GA – (April 17, 2015) Ocwen Financial Corporation, (NYSE:OCN) (“Ocwen” or the “Company”), a
leading financial services holding company, today announced that it has entered into an amendment to its Senior Secured Term Loan
(SSTL) which will become effective on April 20, 2015. Among other things, the amendment (i) removes, with respect to the 2014
fiscal year, the requirement that Ocwen’s financial statements and the related audit report must be unqualified as to going
concern and (ii) extends the required time period for delivery of the 2014 audited financial statements to May 29, 2015.
As previously
disclosed, the Company continues to prepare information to demonstrate the Company’s ability to operate as a going concern and
to provide such information to its auditor for the purposes of its audit of the Company’s financial statements for the year
ended December 31, 2014. Following the execution of this amendment and other amendments to the Company’s debt agreements,
no defaults will occur in the event that the Company’s auditor includes disclosure in its 2014 audit report relating the
Company’s ability to operate as a going concern.
Ocwen
also announced that it repaid $17 million of its SSTL today, bringing the total repayment to $91 million in the last 3 weeks.
“We
appreciate the confidence our lenders have shown in the plan we have put forth,” said Ron Faris, Chief Executive Officer
of Ocwen. “We have completed our first significant sale and transfer of agency servicing rights and used all of the net
sale proceeds received to date to repay a portion of our SSTL. We expect to receive additional proceeds in accordance with the
terms of the transaction.”
About Ocwen
Financial Corporation
Ocwen
Financial Corporation is a financial services holding company which, through its subsidiaries, is engaged in the servicing and
origination of mortgage loans. Ocwen is headquartered in Atlanta, Georgia, with offices throughout the United States and support
operations in India and the Philippines. Utilizing proprietary technology, global infrastructure, and superior training and processes,
Ocwen provides solutions that help homeowners and make our clients’ loans worth more. Ocwen may post information that is
important to investors on its website (www.Ocwen.com).
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. Forward-looking statements by their nature address matters
that are, to different degrees, uncertain. Forward-looking statements involve a number of assumptions, risks and uncertainties
that could cause actual results to differ materially.
Ocwen Financial Corporation
April 17, 2015
Important
factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but
are not limited to, the following: adverse effects on our business as a result of recent regulatory settlements; reactions to
the announcement of such settlements by key counterparties; increased regulatory scrutiny and media attention, due to rumors or
otherwise; uncertainty related to claims, litigation and investigations brought by government agencies and private parties regarding
our servicing, foreclosure, modification and other practices; any adverse developments in existing legal proceedings or the initiation
of new legal proceedings; our ability to effectively manage our regulatory and contractual compliance obligations; our ability
to execute on our strategy to reduce the size of our Agency servicing portfolio; the adequacy of our financial resources, including
our sources of liquidity and ability to fund and recover advances, repay borrowings and comply with debt covenants; our servicer
and credit ratings as well as other actions from various rating agencies, including the impact of recent downgrades of our servicer
and credit ratings; volatility in our stock price; the characteristics of our servicing portfolio, including prepayment speeds
along with delinquency and advance rates; our ability to contain and reduce our operating costs; our ability to successfully modify
delinquent loans, manage foreclosures and sell foreclosed properties; uncertainty related to legislation, regulations, regulatory
agency actions, government programs and policies, industry initiatives and evolving best servicing practices; as well as other
risks detailed in Ocwen’s reports and filings with the Securities and Exchange Commission (SEC), including its annual report on
Form 10-K/A for the year ended December 31, 2013 (filed with the SEC on 08/18/14) and its quarterly report on Form 10-Q for the
quarter ended September 30, 2014 (filed with the SEC on 10/31/14). Anyone wishing to understand Ocwen’s business should review
its SEC filings. Ocwen’s forward-looking statements speak only as of the date they are made and, except for our ongoing obligations
under the U.S. federal securities laws, we undertake no obligation to update or revise forward-looking statements whether as a
result of new information, future events or otherwise.
FOR FURTHER INFORMATION CONTACT:
| Investors: |
Media: |
| Stephen Swett |
John Lovallo |
Dan Rene |
| T: (203) 614-0141 |
T: (917) 612-8419 |
T: (202) 973 -1325 |
| E: shareholderrelations@ocwen.com |
E: jlovallo@levick.com |
E:drene@levick.com |
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