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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): September 30, 2024
ONITY
GROUP INC.
(Exact
name of registrant as specified in its charter)
Florida |
|
1-13219 |
|
65-0039856 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
1661
Worthington Road, Suite 100
West
Palm Beach, Florida 33409
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (561) 682-8000
(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:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.01 Par Value |
|
ONIT |
|
New
York Stock Exchange (NYSE) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Definitive Material Agreement.
On
September 30, 2024, Onity Group Inc. (the “Company” or “Onity”) entered into a definitive transaction agreement
(the “Transaction Agreement”) with OCW MAV Holdings, LLC (“OMH”), ROF8 OCW Holdings, LLC (“ROF8”),
OPPS OCW Holdings, LLC (“OPPS” and together with OMH and ROF8, collectively, the “Oaktree Parties” and each an
“Oaktree Party”), MAV Canopy Holdco I, LLC (“Canopy”), and Canopy’s wholly-owned subsidiary, MSR Asset
Vehicle LLC (“MAV”). In connection with the Transaction Agreement, the Company also entered into an amendment (the “NPA
Amendment”) to the Note and Warrant Purchase Agreement dated February 9, 2021 (the “Onity Notes NPA”) among the Company,
OPPS, ROF8 and Oaktree Fund Administration, LLC (“OFA”), in its capacity as collateral agent, pursuant to which in 2021 Onity
issued and sold to OPPS and ROF8 $285.0 million aggregate principal amount of senior secured notes due 2027 (the “Onity Notes”)
and warrants to purchase an aggregate of 1,446,016 shares of common, representing 12% of Onity’s non-fully diluted shares
of common stock then outstanding (the “Warrants”).
The
Transaction Agreement and the related ancillary agreements, including the NPA Amendment, provide a framework pursuant to which the Company
and the Oaktree Parties intend to consummate a series of transactions related to their interests in Canopy (and indirectly, MAV),
their jointly owned vehicle for investing in mortgage servicing rights pertaining to mortgage loans held or securitized by Fannie
Mae and Freddie Mac, and the Oaktree Parties’ investments in the Onity Notes and the Warrants.
Redemption
Agreement and MAV Sale
Pursuant
to, and at the closing of, the Transaction Agreement, Onity, Canopy and OMH will enter into a Redemption Agreement (the “Redemption
Agreement”) pursuant to which Canopy will redeem Onity’s 15% ownership interest in Canopy (the “MAV Sale”) for
a cash payment equal to 15% of the adjusted book value of Canopy upon closing, plus $15 million, subject to certain adjustments.
The total cash proceeds to be received by Onity upon consummation of the MAV Sale are currently expected to be approximately $49 million.
The MAV Sale is conditioned upon the consummation of a debt financing that satisfies certain criteria set forth in the Transaction Agreement
(a “Debt Financing”), the proceeds of which would be used to refinance all of the outstanding 7.875% Senior Secured Notes
due 2026 (the “PMC Notes”) issued by Onity’s wholly-owned subsidiary PHH Mortgage Corporation (“PMC”),
followed by, to the extent of any remaining proceeds, to redeem the Onity Notes. The Oaktree Parties have also agreed to participate
as an anchor investor in a Debt Financing at different levels depending upon the size and pricing of the financing.
Closing
of the MAV Sale is expected to occur during the fourth quarter of 2024 and is subject to the consummation of a Debt Financing, the receipt
of necessary regulatory consents and approvals, and other customary closing conditions.
Amendment
to Subservicing Agreement
At
the closing of the MAV Sale, PMC and MAV will enter into an Amended and Restated Subservicing Agreement (the “Amended SSA”),
which will amend and restate the current subservicing agreement between PMC and MAV. Pursuant to the Amended SSA, PMC will continue to
subservice the loans underlying the MSRs held by MAV and will continue to receive a per-loan subservicing fee and certain other additional
compensation. PMC will have the right to be the exclusive subservicer of all MSRs that MAV currently owns, which had an unpaid principal
balance (“UPB”) of $52 billion as of August 31, 2024, for an initial term of five years and for all future MSRs that MAV
acquires from PMC and a majority of MAV’s MSR portfolio overall. PMC will have an obligation to provide MAV with a right of first
offer for any Fannie Mae and Freddie Mac MSRs that PMC desires to sell that meet certain criteria. The Amended SSA will have an initial
five-year term and be subject to automatic one year extensions, unless terminated by mutual agreement of the parties or “for
cause” upon the occurrence of certain events specified in the agreement. If either party terminates the Amended SSA for cause,
the other party will be required to pay certain fees and costs as set forth in the agreement.
MSR
Sale Lockout Period
The
Transaction Agreement provides for a six-month lockout during which MAV shall not sell or otherwise transfer any MSRs owned by MAV at
the effective date without the prior consent of PMC. Following this initial six-month period, this lockout restriction is subject to
reduction in 25% increments (as measured by the unpaid principal balance of such MSRs as of the date of the Transaction Agreement) through
the date that is 36 months following the date of the Transaction Agreement. After such date, MAV may freely sell or transfer any MSRs
owned by MAV to any third party.
Warrant
Amendments
Pursuant
to the Transaction Agreement, upon the pricing of a Debt Financing, the Warrants will be amended to provide that upon their
exercise the holders of the Warrants can elect the cash exercise option only with the consent of Onity and, without the consent of Onity,
the exercise price can only be paid via the net share settlement option. Prior to the effectiveness of the Warrant Amendments, the holders
of the Warrants have the option to pay the exercise price either in cash or via net share settlement. Onity will continue to have the
option to settle its obligation to issue shares of common stock upon any exercise of the Warrants by issuing and delivering shares of
common stock, paying cash in lieu of issuing shares, or a combination of both. The effectiveness of the Warrant Amendments is subject
to the pricing of a Debt Financing.
NPA
Amendment; Oaktree Parties’ Participation in a Debt Financing
Pursuant
to the NPA Amendment, Onity, OFA and the applicable Oaktree Parties have also agreed to amend the terms of the Onity Notes NPA governing
the terms of the Onity Notes, all of which are owned by the Oaktree Parties. The NPA Amendment amends the Onity Notes NPA to (i) permit
a Debt Financing, (ii) waive the make-whole premium, which is currently due in connection with any optional redemption of the Onity Notes
on or prior to March 4, 2026, in connection with the redemptions described in this paragraph and (iii) require Onity to redeem the Onity
Notes with the cash proceeds from the following transactions at reduced redemption prices. First, Onity is required to redeem a principal
amount of Onity Notes equal to the cash proceeds from the MAV Sale at a redemption price equal to 100% of the principal amount of Onity
Notes so redeemed plus accrued interest. Second, Onity is required to redeem a principal amount of Onity Notes equal to (x) any remaining
net proceeds from a Debt Financing, after repurchasing, redeeming or defeasing the PMC Notes in full, (y) the cash proceeds from the
MAM Asset Acquisition (as described under Item 8.01 below) and the proceeds from any debt financing secured with the assets acquired
in the MAM Asset Acquisition, and (z) the cash proceeds from the September 2024 Securitization Transaction (as described under Item 8.01
below), in each case, at a redemption price equal to 102.5% of the principal amount of Onity Notes so redeemed plus accrued interest.
Finally, Onity has the option to redeem up to an additional $50.0 million principal amount of Onity Notes prior to December 31, 2024
at a redemption price equal to 102.5% of the principal amount of Onity Notes so redeemed plus accrued interest. The effectiveness of
the amendments in the NPA Amendment is subject to the pricing of a Debt Financing.
In
return for the Oaktree Parties agreeing to undertake the MAV Sale, participate as an anchor investor in a Debt Financing, amend the Onity
Notes NPA to permit a Debt Financing and amend the terms of the redemption provisions of the Oaktree Notes to waive the make-whole premium
and make the other changes described above, Onity has agreed to pay Oaktree a transaction fee that is estimated to be up to approximately
$16 million depending on the size and pricing of the financing.
Other
The
Transaction Agreement may be terminated prior to the consummation of the MAV Sale (i) by mutual agreement of the parties, (ii) by either
party, if any governmental approval has been denied or if any governmental authority has enjoined or otherwise prohibited the consummation
of the MAV Sale, (iii) subject to certain conditions and cure periods, by either party, upon the breach of the representations, warranties
or covenants by the other party or (iv) by either party, subject to certain limitations, if the closing of the MAV Sale has not
occurred on or before February 1, 2025 (the “Outside Date”), or thirty (30) days after the Outside Date, if, as of five
(5) business days prior to the Outside Date, all conditions, other than the obtaining of any required regulatory consent and approvals,
have been satisfied or are reasonably capable of being satisfied on or prior to the Outside Date.
The
above description of the Transaction Agreement, including the forms of the Redemption Agreement and the NPA Amendment, is qualified in
its entirety by reference to the full text of the such agreements, copies of which are expected to be filed as exhibits to the Company’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.
On
September 30, 2024, the Company issued a press release announcing the entering into the Transaction Agreement related to the MAV Sale
and providing a business update on some of the transactions described in Item 8.01 of this report. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
8.01 Other Events
MAM
Asset Acquisition
As
previously reported, on July 26, 2024, Onity and PMC entered into a letter of intent with Waterfall Asset Management, LLC on behalf of
certain managed investment funds (collectively “Waterfall”) that own all of the equity of Mortgage Assets Management, LLC
(“MAM”), to acquire substantially all of MAM’s assets (including approximately $20 million in cash and Home Equity
Conversion Mortgage (“HECM”) reverse mortgage loans and mortgage servicing rights with a projected UPB of approximately $3.0
billion (all of which would be recorded as an asset on Onity’s balance sheet in accordance with GAAP, together with the related
HECM Mortgage-Backed Securities borrowings) with an estimated aggregate net asset value of approximately $55 million (such transaction,
including the issuance of preferred stock as described below, the “MAM Asset Acquisition”). All of the mortgage assets that
will be acquired by PMC pursuant to the MAM Asset Acquisition are currently subserviced by PMC. Onity expects that the cash acquired
in the MAM Asset Acquisition, together with proceeds from future debt financing secured by the mortgage assets acquired from MAM, will
result in total cash proceeds to Onity of approximately $46 million.
In
consideration of the MAM Asset Acquisition, Onity intends to issue to Waterfall shares of a new series of non-convertible, perpetual
preferred stock (the “Series B Perpetual Preferred Stock”), with an aggregate liquidation preference of approximately $52.7
million, subject to certain adjustments. It is currently contemplated that each share of Series B Perpetual Preferred Stock would have
a liquidation preference of $25.00, plus an amount equal to any accumulated and unpaid dividends thereon. The Series B Perpetual Preferred
Stock would accrue cumulative dividends initially at a rate of 7.875% per annum for the first five years, then increasing by 2.5% per
annum each year thereafter up to a maximum rate of 15.0% per annum, which dividends will be payable in cash and in arrears on a quarterly
basis when, as and if declared by the board of directors of Onity. After a three-year non-call period, Onity would be able to redeem
the Series B Perpetual Preferred Stock, in whole or in part, for cash at a redemption price equal to the liquidation preference plus
an amount equal to any accumulated and unpaid dividends thereon. If Onity experiences certain kinds of changes of control, it would be
required to offer to repurchase all of the shares of Series B Perpetual Preferred Stock at a purchase price equal to 100% of the liquidation
preference plus an amount equal to any accumulated and unpaid dividends thereon.
Onity
expects to consummate the MAM Asset Acquisition during the fourth quarter of 2024, subject to the completion and execution of final documentation,
including an asset purchase agreement, and other customary closing conditions, including necessary consents and approvals from Ginnie
Mae, although there can be no assurance that the MAM Asset Acquisition will be consummated on this timing, or at all. Following the closing
of the MAM Asset Acquisition, Onity intends to incur approximately $26 million in debt financing secured by the mortgage assets acquired
from MAM.
September
2024 Securitization Transaction
On
September 13, 2024, PMC consummated the acquisition of reverse mortgage assets from a large financial institution and simultaneously
securitized those assets and additional assets from PMC’s own reverse mortgage portfolio. To date these transactions have resulted
in gross proceeds to PMC of $46.1 million (such acquisition and securitization transactions, the “September 2024 Securitization
Transaction”).
MSR
Sale
On
September 30, 2024, Onity sold a portfolio of Fannie Mae and Freddie Mac MSRs to a third party. The sale transaction, expected to be
completed by close of business September 30, 2024, will result in a $73.4 million reduction of Onity’s MSR debt and the receipt
of cash proceeds of approximately $26.5 million which Onity intends to use to pay down corporate debt.
Repurchase
and Cancellation of $23.5 Million of PMC Notes
On
September 18, 2024, PMC purchased and cancelled $23.5 million aggregate principal amount of its outstanding PMC Notes at a
discount to par.
Extension
of Rithm Capital Corp. Termination Rights
In
May 2022, Onity entered into amendments to its servicing agreements with Rithm Capital Corp. (“Rithm”) to extend their terms
to December 31, 2023 and provide for subsequent, automatic one-year renewals, unless Ocwen provides six months’ advance notice
of termination (by July 1), or Rithm provides three months’ advance notice of termination (by October 1), among other changes.
On September 25, 2024, Onity and Rithm agreed to extend Rithm’s termination rights through October 15, 2024. While Onity strongly
desires to continue its servicing arrangements with Rithm, if Rithm elects not to renew the servicing agreements, Onity nonetheless believes
that such action would not have a material adverse effect on Onity’s financial condition, results of operations or its ability
to service its debt obligations.
Extension
of Ginnie Mae’s RBCR Compliance Deadline
As
previously disclosed, we are currently implementing actions intended to achieve compliance with Ginnie Mae’s risk-based capital
ratio requirements effective on December 31, 2024. On September 26, 2024, Ginnie Mae issued PMC a waiver extending the deadline by which
PMC must meet the risk-based capital ratio requirements to May 1, 2025.
Item
3.03 Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K concerning the
amendments to the Onity Notes and Warrants held by the Oaktree Parties is incorporated by reference under this Item.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Forward-Looking
Statements
This
Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act, including, but not limited to, statements relating to (i) the anticipated timing of, and estimated cash proceeds to be received
from, the MAV Sale, (ii) anticipated amendments to the Onity Notes and the Warrants, (iii) the possibility of a future Debt Financing,
(iv) the possibility of a refinancing of the PMC Notes and Onity Notes, (v) the anticipated consummation and timing of the MAM
Asset Acquisition, and (vi) timing for the receipt of cash proceeds from an MSR sale expected to close September 30, 2024. None
of these transactions have occurred, they are all subject to a number of conditions that must be satisfied before they can occur (some
of which are described above in this report), and as a result, there can be no assurance that any or all of these transactions will occur.
Forward-looking statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements, including the risks and uncertainties detailed in our reports and filings with
the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31,
2023, and current reports and quarterly reports filed with the SEC since such date. Anyone wishing to understand Onity’s business
should review our SEC filings.
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.
|
ONITY
GROUP INC. |
|
(Registrant) |
|
|
|
Date:
September 30, 2024 |
By: |
/s/
Sean B. O’Neil |
|
|
Sean
B. O’Neil |
|
|
Chief
Financial Officer |
Exhibit
99.1
|
Onity
Group Inc. |
ONITY
GROUP ANNOUNCES MULTIPLE TRANSACTIONS TO ACCELERATE CAPITAL RESTRUCTURING
West
Palm Beach, FL – (September 30, 2024) – Onity Group Inc. (NYSE: ONIT) (“Onity” or the “Company”),
a leading non-bank mortgage servicer and originator, today announced multiple transactions to accelerate its ongoing capital restructuring
plans.
Oaktree
Transactions
On
September 30, 2024, Onity entered into definitive agreements with funds managed by Oaktree Capital Management, L.P. (“Oaktree”)
to amend the agreements between the Company and Oaktree to provide for the following:
|
● |
The
Company will sell its 15% interest in MSR Asset Vehicle LLC (“MAV”) to Oaktree for a cash payment equal to adjusted book
value upon closing plus $15 million, subject to certain adjustments (the “MAV Sale”). The total cash proceeds to be received
by Onity upon consummation of the sale is currently expected to be approximately $49 million. |
|
|
|
|
● |
The
MAV Sale is expected to close in the fourth quarter of 2024 and is subject to certain closing adjustments and conditions, including
regulatory approval, consummation of a debt financing that meets certain criteria (a “Debt Financing”) to refinance all
the outstanding PHH Mortgage Corporation (“PMC”) 7.875% Senior Secured Notes due 2026 (“PMC Notes”) and other
customary conditions. |
|
|
|
|
● |
The
Company will remain the exclusive subservicer of the existing MAV portfolio, which had an unpaid principal balance of $52 billion
as of August 31, 2024, for an initial term of five years and will subservice the majority of new MSRs acquired by MAV. MAV will also
be subject to certain restrictions on near-term MSR sales for 36 months following the closing of the MAV sale. |
|
|
|
|
● |
Oaktree
will waive the make-whole premium, which is currently due in connection with any optional redemption of senior secured notes due
2027 issued by Onity (the “Onity Notes”) on or prior to March 4, 2026, in connection with the redemptions described below.
|
|
|
|
|
● |
The
Company expects to redeem at least $150 million of Onity Notes during the fourth quarter of 2024 in accordance with the following
requirements. The Company is required to redeem a principal amount of Onity Notes equal to (a) the proceeds from the MAV Sale at
a redemption price equal to par plus accrued interest, and (b) the proceeds from (i) the MAM asset acquisition described below and
the proceeds from any debt financing secured by the assets so acquired, (ii) the proceeds from the securitization transaction described
below, and (iii) any remaining proceeds from a Debt Financing after refinancing the PMC Notes, in each case, at a redemption price
equal to 102.5% plus accrued interest. In addition, the Company will have the option to redeem up to an additional $50 million principal
amount of Onity Notes from other liquidity sources at a redemption price equal to 102.5% plus accrued interest. |
|
|
|
|
● |
Oaktree
has also agreed to participate as an anchor investor in a Debt Financing depending upon the size and pricing of the financing. |
|
|
|
|
● |
Pursuant to the transaction agreement, upon pricing
of a Debt Financing, the
Warrants held by Oaktree will be amended to provide that upon their exercise the holders of the Warrants can elect the cash exercise
option only with the consent of Onity and, without the consent of Onity, the exercise price can only be paid via the net share settlement
option. |
|
|
|
|
● |
Onity
has agreed to pay Oaktree a transaction fee in consideration of the above transactions that is estimated to be up to approximately
$16 million depending on the size and pricing of the Debt Financing and certain other conditions. |
Glen
A. Messina, Chair, President and CEO of Onity Group, said, “We are pleased to announce the agreement with Oaktree that will enable
a meaningful reduction of our highest cost corporate debt and the continuation of our relationship with MAV. We expect these transactions
will contribute meaningfully to our holistic capital restructuring and improve future income and cash flow. Oaktree remains a valued
strategic partner and important subservicing client. We thank them for their continued support, and we look forward to future opportunities.”
MAM
Asset Acquisition
As
previously announced, on July 26, 2024, Onity and PMC entered into a letter of intent with Waterfall Asset Management, LLC (“Waterfall”)
to acquire substantially all assets of Mortgage Assets Management, LLC (“MAM”) with an estimated aggregate net asset value
of approximately $55 million. In consideration of the acquired assets, Onity intends to issue to Waterfall non-convertible, perpetual
preferred stock with an aggregate liquidation preference of approximately $52.7 million. The Company expects total cash from the transaction
and future debt refinancing secured by the mortgage assets acquired from MAM will be approximately $46 million.
The
Company continues to expect the transaction to be accretive to earnings and cash flow immediately upon closing, strengthen its position
in reverse servicing, provide incremental asset management opportunities and improve its capital structure.
Onity
expects to complete the MAM asset acquisition during the fourth quarter of 2024, subject to the receipt of regulatory approvals and other
customary closing conditions.
Securitization
Transaction
On
September 13, 2024, PMC completed the acquisition of reverse mortgage assets from a large financial institution and simultaneously securitized
those and additional assets. To date, this transaction has resulted in $46.1 million of liquidity to PMC.
MSR
Sale
On
September 30, 2024, Onity sold a portfolio of Fannie Mae and Freddie Mac MSRs to a third party. The sale transaction, expected to be
completed by close of business September 30, 2024, will result in a $73.4 million reduction of the Company’s MSR debt and the receipt
of cash proceeds of approximately $26.5 million, which Onity intends to use to pay down corporate debt.
Ongoing
Debt Reduction
On
September 18, 2024, PMC purchased and cancelled $23.5 million of PMC Notes at a discount to par as part of the Company’s deleveraging
strategy.
Messina
continued, “Our ability to take advantage of these attractive business opportunities is a direct result of continued strong and
disciplined execution consistent with our strategy, financial objectives, and our commitment to create value for shareholders. We look
forward to providing additional business updates on our third quarter earnings conference call.”
For
additional information regarding these transactions, please see the Company’s Form 8-K filed with the Securities and Exchange Commission
on September 30, 2024.
About
Onity Group
Onity
Group Inc. (NYSE: ONIT) is a leading non-bank mortgage servicer and originator providing solutions through its primary brands, PHH Mortgage
and Liberty Reverse Mortgage. PHH Mortgage is one of the largest servicers in the country, focused on delivering a variety of servicing
and lending programs. Liberty is one of the nation’s largest reverse mortgage lenders dedicated to education and providing loans
that help customers meet their personal and financial needs. We are headquartered in West Palm Beach, Florida, with offices and operations
in the United States, the U.S. Virgin Islands, India and the Philippines, and have been serving our customers since 1988. For additional
information, please visit onitygroup.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, including, but not limited to, statements relating to (i) the anticipated timing
of, and estimated cash proceeds to be received from, the MAV sale, (ii) anticipated amendments to the Onity Notes and the Warrants,
(iii) the possibility of a future Debt Financing, (iv) the possibility of refinancing the PMC Notes and a portion of the Onity
Notes, (v) the anticipated consummation and timing of the MAM asset acquisition, and (vi) timing for the receipt of cash
proceeds from an MSR sale expected to close September 30, 2024. None of these transactions have occurred, they are all subject to a number
of conditions that must be satisfied before they can occur, and as a result, there can be no assurance that any or all of these transactions
will occur. Forward-looking statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements, including the risks and uncertainties detailed in our reports and
filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended
December 31, 2023, and current reports and quarterly reports filed with the SEC since such date. Anyone wishing to understand Onity’s
business should review our SEC filings.
For
Further Information Contact:
Dico
Akseraylian, SVP, Corporate Communications
(856)
917-0066
mediarelations@onitygroup.com
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