New Residential and HLSS Announce Entry into Purchase Agreement and Termination of Merger Agreement
2015年4月7日 - 5:50AM
ビジネスワイヤ(英語)
New Residential Extends Servicing Contracts
with Ocwen to Enhance Long-Term Partnership
New Residential Investment Corp. (NYSE:NRZ, “New Residential”,
the “Company”) and Home Loan Servicing Solutions, Ltd.
(NASDAQ:HLSS, “HLSS”) announced today that they have entered into a
purchase agreement (the “Asset Purchase Agreement”), under which
New Residential acquired substantially all of the assets, and
assumed substantially all of the liabilities of HLSS (the “Asset
Purchase”). Simultaneously, New Residential and HLSS mutually
terminated the merger agreement originally announced on February
22, 2015.
Under the Asset Purchase Agreement, New Residential paid HLSS an
equity purchase price of approximately $1.2 billion, or $17.08 per
HLSS share on 71 million HLSS shares. With adjustments for cash and
the repayment of HLSS debt, New Residential paid HLSS a total
purchase price of approximately $1.4 billion, comprised of
approximately $1 billion of cash and 28.2 million newly issued
shares of New Residential. The Asset Purchase was approved by the
Board of Directors of each company and did not require shareholder
approval. The Asset Purchase was consummated concurrently with
signing of the Asset Purchase Agreement.
Furthermore, New Residential has separately agreed to a
multi-year extension of the servicing contracts with Ocwen
Financial Corporation (NYSE:OCN, “Ocwen”), providing for a
long-term partnership between New Residential and Ocwen.
In announcing this transaction, Michael Nierenberg, Chief
Executive Officer of New Residential commented, “When it became
evident that HLSS was unable to satisfy the merger conditions as
originally expected, we worked collaboratively with HLSS management
to structure this Asset Purchase to meet our mutual goals. We are
extremely pleased to complete this milestone transaction; and we
are excited for the opportunity to expand and strengthen our
partnerships with both Nationstar Mortgage and Ocwen, the two
largest non-bank servicers in the United States. The extension in
servicing contracts with Ocwen will further solidify their position
as one of New Residential’s preferred servicers and help promote a
mutually beneficial partnership between the two companies. Looking
ahead, we remain confident in our ability to generate strong
returns for our shareholders and excel as one of the leading
capital providers in the mortgage servicing business.”
John Van Vlack, Chief Executive Officer of HLSS stated, “Despite
our efforts to pursue the merger as initially planned, certain
circumstances prompted HLSS to pursue an Asset Purchase Agreement
with New Residential. We believe this alternative transaction
structure made the most sense for us as it allowed HLSS to file its
financial results without a going concern qualification and provide
the greatest certainty on funding new servicing advances. This
transaction will also enable our shareholders to maximize value for
their shares.”
In addition, Michael Bourque, Chief Financial Officer of Ocwen
commented, “We are very pleased to have established a new
partnership with New Residential. Our entry into a relationship
with New Residential, which includes an extension of our servicing
contracts, will not only help to secure the financing of Ocwen’s
servicing business but also provide additional stability to the
mortgage servicing industry. We look forward to a growing and
productive relationship with our new financing partner.”
Advising New Residential on the Asset Purchase were Skadden,
Arps, Slate, Meagher & Flom LLP, Sidley Austin LLP, and Maples
and Calder as legal advisors. Advising HLSS on the Asset Purchase
was Citi as financial advisor and Weil, Gotshal & Manges LLP
and Walkers as legal advisors.
ABOUT NEW RESIDENTIAL
New Residential focuses on opportunistically investing in, and
actively managing, investments related to residential real estate.
The Company primarily targets investments in mortgage servicing
related assets and other related opportunistic investments. New
Residential is organized and conducts its operations to qualify as
a real estate investment trust (“REIT”) for federal income tax
purposes. The Company is managed by an affiliate of Fortress
Investment Group LLC (NYSE:FIG), a global investment management
firm.
ABOUT HOME LOAN SERVICING SOLUTIONS
Home Loan Servicing Solutions, Ltd. was formed to acquire
mortgage servicing assets consisting of mortgage servicing rights,
rights to fees and other income from servicing mortgage loans, and
associated servicing advances. Its principal executive offices are
located in the George Town, Cayman Islands.
FORWARD-LOOKING STATEMENTS
Certain statements in this press release may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, such as statements
regarding the expansion and strengthening of our partnerships with
both Nationstar Mortgage and Ocwen and their position as one of New
Residential's preferred servicers, our ability to generate strong
returns and maximize value for our shareholders and excel as one of
the leading capital providers in the mortgage servicing business,
and the ability to secure the financing of Ocwen's servicing
business and to provide additional stability to the mortgage
servicing industry. These statements are based on the current
expectations and beliefs of management of each of New Residential
and HLSS and are subject to a number of trends and uncertainties
that could cause actual results to differ materially from those
described in the forward-looking statements, many of which are
beyond the control of New Residential and HLSS. Neither New
Residential nor HLSS can give any assurance that its expectations
will be attained. Accordingly, you should not place undue reliance
on any forward-looking statements contained in this press release.
For a discussion of some of the risks and important factors that
could affect such forward-looking statements, see the sections
entitled “Risk Factors” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operation” in each company’s
Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q,
which are available on each company’s website (www.newresi.com;
www.HLSS.com). Factors which could have a material adverse effect
on each company’s operations and future prospects include, but are
not limited to, various risks relating to the Asset Purchase;
unanticipated expenditures relating to the Asset Purchase;
litigation relating to the Asset Purchase; the impact of the Asset
Purchase on each company’s relationships with employees and third
parties; the inability to obtain, or delays in obtaining cost
savings and synergies from the Asset Purchase; and adverse
developments involving Ocwen and its subsidiaries, including
regulatory investigations and legal proceedings against Ocwen or
others with whom it conducts business, counterparty concentration
and default risks in Ocwen and the ability to favorably resolve the
alleged events 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, and Wells Fargo
Securities, LLC and Credit Suisse AG, New York Branch. In addition,
new risks and uncertainties emerge from time to time, and it is not
possible for New Residential or HLSS to predict or assess the
impact of every factor that may cause its actual results to differ
from those contained in any forward-looking statements. Such
forward-looking statements speak only as of the date of this press
release. New Residential and HLSS expressly disclaim any obligation
to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in their
expectations with regard thereto or change in events, conditions or
circumstances on which any statement is based.
New Residential Investment Corp.Investor
Relations212-479-3150orHome Loan Servicing Solutions, Ltd.Investor
Relations678-784-3231
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