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): March 18, 2015
OCWEN
FINANCIAL CORPORATION
(Exact
name of registrant as specified in its charter)
Florida |
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1-13219 |
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65-0039856 |
(State
or other jurisdiction of incorporation) |
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(Commission
File Number) |
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(IRS
Employer Identification No.) |
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item
3.01 |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On
March 18, 2015, Ocwen Financial Corporation (the “Company”) received a letter from the New York Stock Exchange (“NYSE”)
notifying the Company that it was not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of the
Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the “Form
10-K”). The Form 10-K was due by March 17, 2015, the prescribed due date pursuant to the Form 12b-25 that the Company had
previously filed with the Securities and Exchange Commission. At this time, the Company is unable to provide an expected date
on which it plans to file its Form 10-K.
On
March 23, 2015, the Company issued a press release announcing receipt of the letter from the NYSE, a copy of which is filed as
Exhibit 99.1 and is hereby incorporated by reference in its entirety.
The
Company expects that it will need additional time to file its Form 10-K as it continues to prepare information, such as regulatory,
legal and liquidity updates, and to provide such information to the auditors for the purposes of their audit of the Company’s
financial statements for the year ended December 31, 2014. The Company also needs additional time as it continues to analyze
and review Home Loan Servicing Solutions, Ltd.’s (“HLSS”) ability to continue to meet its obligations to fund
new servicing advances. As described more fully below, a failure by HLSS to fund new servicing advances could have a material
negative impact on the Company’s financial condition, and the Company requires additional time to prepare information related
to its ability to operate as a going concern and to provide such information to the auditors for the purposes of their audit of
the Company’s financial statements for the year ended December 31, 2014.
On
March 18, 2015, HLSS filed a Form 8-K with the Securities and Exchange Commission indicating that it required additional time
to prepare information related to its ability to operate as a going concern and to provide such information to its auditors for
the purposes of their audit of the HLSS’ financial statements for the year ended December 31, 2014. HLSS has yet to file
its audited financial statements for the year ended December 31, 2014.
Pursuant
to the Company’s agreements with HLSS, HLSS has acquired Rights to MSRs and related servicing advances, and has assumed
the obligation to fund new servicing advances in respect of the Rights to MSRs. The Company remains the named servicer on loans
for which the Rights to MSRs have been sold to HLSS and continues to service the loans. Consequently, the Company is dependent
upon HLSS for financing of the servicing advance obligations for MSRs where the Company is the named servicer because the Company
is contractually required under its servicing agreements to make the relevant servicing advances even if HLSS does not. As of
December 31, 2014, the Company was the named servicer of Rights to MSRs sold to HLSS pertaining to approximately $160.8 billion
in UPB and the associated outstanding servicing advances as of such date were approximately $6.1 billion. The Company believes
that HLSS is dependent upon its own advance financing facilities in order to fund a substantial portion of the servicing advances
that it is contractually obligated to make pursuant to our agreements with them.
Although
the Company is not an obligor or guarantor under HLSS’ advance financing facilities, the Company is a party to certain of
the facility documents as the named servicer of the underlying loans on which advances are being financed. A purported owner of
the notes issued by a HLSS advance financing facility recently asserted that events of default have occurred under the indenture
governing those notes based on alleged failures by the Company to comply with applicable laws and regulations and the terms of
the servicing agreement to which the applicable servicing advances relate. While the Company has vigorously defended itself against
these allegations, the Company has consented to an arrangement between HLSS and the indenture trustee for those notes that provides
for a standstill for the indenture trustee to investigate the allegations of the default during which the indenture trustee will
not initiate a court proceeding. If the eventual outcome of this matter were to involve an event of default being declared under
this advance financing facility, this advance financing facility may fail to perform as envisaged. The Company currently does
not have any committed or executed financing arrangements to provide for funding the ongoing advances assumed by HLSS, and the
Company cannot provide any assurances that such financing would be available, or if available, could be obtained at terms and
conditions acceptable to the Company, if the need arose.
On
February 23, 2015, New Residential Investment Corp. announced that it has entered into a definitive agreement to acquire all of
the outstanding shares of HLSS, however, there is no guarantee that the transaction will close. The impact that this transaction,
if completed, may have on the Company is currently unknown.
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
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. |
Exhibit
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| |
Number |
| Description |
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Exhibit
99.1 |
| Press
Release of Ocwen Financial Corporation dated March 23, 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.
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OCWEN
FINANCIAL CORPORATION
(Registrant) |
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Date:
March 23, 2015 |
By: |
/s/
Michael R. Bourque, Jr. |
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Michael
R. Bourque, Jr. |
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Executive
Vice President & Chief Financial Officer |
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(On
behalf of the Registrant and as its principal financial officer) |
Exhibit 99.1
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Ocwen
Financial Corporation® |
FOR IMMEDIATE
RELEASE
Ocwen
Financial Corporation Announces Notice of Noncompliance with NYSE Continued Listing Standards
Atlanta,
GA (March 23, 2015) - Ocwen Financial Corporation (NYSE:OCN), a leading financial services holding company,
today announced that, on March 18, 2015, the Company received a deficiency letter from NYSE Regulation, Inc. indicating that the
Company was not in compliance with the continued listing standards of the New York Stock Exchange as a result of its failure to
timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the “Form 10-K”).
As
previously disclosed by the Company in its Form 12b-25 filed with the Securities and Exchange Commission on March 3, 2015, the
Company required additional time to complete its goodwill evaluation analysis and its financial closing procedures and to ensure
appropriate disclosure of various recent events impacting the Company and expected to file the Form 10-K on or before March 17,
2015. The Company was unable to file the Form 10-K within the extended time frame permitted under Rule 12b-25. At this time, the
Company is unable to provide an expected date on which it plans to file its Form 10-K.
The
Company expects that it will need additional time to file its Form 10-K primarily because the Company continues to analyze and
review Home Loan Servicing Solutions, Ltd.’s (“HLSS”) ability to continue to meet its obligations to fund new
servicing advances. A failure by HLSS to fund new servicing advances could have a material negative impact on the Company’s
financial condition, and the Company requires additional time to prepare information related to its ability to operate as a going
concern and to provide such information to the auditors for the purposes of their audit of the Company’s financial statements
for the year ended December 31, 2014.
The
Company also continues to prepare other information, such as regulatory, legal and liquidity updates, and to provide such information
to the auditors for the purposes of their audit of the Company’s financial statements for the year ended December 31, 2014.
As
a result of receiving the deficiency letter from NYSE Regulation, Inc., the Company has become subject to the procedures set forth
in Section 802.01E of the NYSE Listed Company Manual (the “Manual”). NYSE Regulation will closely monitor the status
of the Company’s late filing and related public disclosures for a period of up to six months from the due date of the Form
10-K. If the Company fails to file its Form 10-K and all other periodic reports with subsequent due dates within the six months
from the filing due date of the Form 10-K, NYSE Regulation may, in its sole discretion, allow the Company’s securities to
trade for up to an additional six months depending on specific circumstances, as outlined in Section 802.01E of the Manual. If
NYSE Regulation determines it is not appropriate to grant any additional period, suspension and delisting procedures will commence
pursuant to Section 804.00 of the Manual. If NYSE Regulation determines that an additional trading period of up to six months
is appropriate and the Company fails to file the late report and any other reports with subsequent due dates by the end of that
period, NYSE Regulation will commence suspension and delisting procedures. Notwithstanding the foregoing, NYSE Regulation may
commence delisting proceedings at any time during the period that is available to complete the filing if circumstances warrant.
In
addition, as a result of the Company not filing its Form 10-K by March 23, 2015, the Company will be posted to the late filers
list on the Listing Standards Filing Status page on the NYSE’s website and an LF indicator will be appended to the Profile,
Data and News pages of each listed issue.
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
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.
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).
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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