Current Report Filing (8-k)
03 November 2022 - 9:46PM
Edgar (US Regulatory)
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0000873860
2022-11-03
2022-11-03
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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): November 3, 2022
OCWEN
FINANCIAL CORPORATION
(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
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:
| ☐ |
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 |
|
OCN |
|
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 2.02 Results of Operations and Financial Condition.
On
November 3, 2022, Ocwen Financial Corporation (together with its consolidated subsidiaries including PHH Mortgage Corporation, “Ocwen”
or the “Company”) issued a press release announcing results for the third quarter ended September 30, 2022 and providing
a business update, including the information described under Item 8.01, Other Events, below. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
The
information in this Item 2.02 and the information in the related exhibit attached hereto shall not be deemed to be “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 filing.
Item 8.01 Other Events.
On
November 2, 2022, Ocwen and OCW MAV Holdings, LLC (“OMH”), a special purpose entity managed by Oaktree Capital Management
L.P., entered into an agreement modifying certain terms relating to the capitalization, management and operations of their mortgage servicing
rights joint venture, MAV Canopy HoldCo I, LLC (“Canopy”), a Delaware limited liability
company, and its wholly-owned operating subsidiary, MSR Asset Vehicle LLC, a California limited liability company. OMH and Ocwen own
85% and 15%, respectively, of the limited liability company interests in Canopy.
Under
the terms of the agreement, Ocwen and OMH agreed to increase the aggregate capital contributions to Canopy by up to an additional $250
million during an investment period ending May 2, 2024, subject to two annual extensions upon mutual agreement. Ocwen may elect to contribute
up to its pro rata share of the additional capital commitment. To the extent Ocwen does not contribute its pro rata share
of the additional capital commitment, the ownership percentages held by Ocwen and OMH will be adjusted based on the parties’ current
percentage interests, capital contributions, and book value. In connection with the increased investment, Ocwen and OMH agreed to reduce
Ocwen’s incentive fee, which the parties refer to as the “promote distribution.”
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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: November 3, 2022 |
By: |
/s/
Sean B. O’Neil |
| |
|
Sean B. O’Neil |
| |
|
Chief Financial Officer |
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