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Item 1.01.
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Entry into a Material Definitive Agreement.
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As previously disclosed, on October 20, 2017, Walter
Investment Management Corp. (“WIMC” or the “Company”) entered into (i) an Amended and Restated Restructuring Support Agreement (as amended, the “Term Lender RSA”) with lenders holding, as of October 20, 2017, more
than 48% of the loans and commitments outstanding (the “Term Loans”) under that certain Amended and Restated Credit Agreement, dated as of December 19, 2013, by and among the Company, as the borrower, Credit Suisse AG, as
administrative agent, and the lenders party thereto, and (ii) a Restructuring Support Agreement (the “Senior Noteholder RSA”, and together with the Term Lender RSA, the “RSAs”) with senior unsecured noteholders holding, as of
October 20, 2017, more than 50% of the Company’s 7.875% senior unsecured notes due 2021 (the “Senior Notes”) outstanding under that certain Indenture, dated as of December 17, 2013 (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time), by and among the Company, the guarantors party thereto, and Wilmington Savings Fund Society, FSB, a national banking association, as successor trustee. As set forth in each RSA, WIMC
and the consenting creditors have agreed to the principal terms of a financial restructuring of WIMC to be implemented through a chapter 11 proceeding consistent with the terms and subject to the conditions set forth in the RSAs (the
“Restructuring”). As previously disclosed, as of October 25, 2017, holders of approximately 89% of the Term Loans are parties to the Term Lender RSA and approximately 71% of the Senior Notes are parties to the Senior Noteholder RSA.
Accordingly, pursuant to the terms of the RSAs, the Support Effective Date as defined in the RSAs occurred on October 25, 2017.
Barclays Limited
Waivers
On October 20, 2017, Reverse Mortgage Solutions, Inc., a wholly owned, indirect subsidiary of WIMC (“RMS”), RMS REO BRC, LLC, a
wholly owned subsidiary of RMS (together with RMS, the “RMS Parties”), and WIMC entered into a limited waiver (the
“Barclays-RMS
Waiver”) with respect to that certain Amended and Restated
Master Repurchase Agreement, dated May 22, 2017 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the
“Barclays-RMS
Facility”) by and between the RMS Parties,
as sellers, and Barclays Bank PLC, as purchaser and agent (“Barclays”).
Also on October 20, 2017, Ditech Financial LLC
(“Ditech”), a wholly owned, indirect subsidiary of WIMC, and WIMC entered into a limited waiver (together with the
Barclays-RMS
Waiver, the “Barclays Waivers”), with respect to that certain
Amended and Restated Master Repurchase Agreement, dated as of April 23, 2015 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Barclays-Ditech Facility”) by and between Ditech, as seller, and
Barclays, as purchaser and agent.
Pursuant to the applicable Barclays Waiver, Barclays has agreed that, subject to certain conditions, there will be no
default, event of default, termination event, amortization event or similar event under the
Barclays-RMS
Facility and the Barclays-Ditech Facility, as applicable, and in each case certain other related
documents, arising from certain actions that WIMC may take in connection with the Restructuring, including entering into the RSAs, any actions taken by WIMC which are expressly required under the RSAs, and other actions expressly specified in the
Barclays Waivers.
Pursuant to the applicable Barclays Waiver, the RMS Parties or Ditech, as applicable, and in each case WIMC and Barclays, have also
agreed, subject to certain terms and conditions, that Barclays will be given the opportunity to participate as a
co-lender
of the contemplated financing in connection with the Restructuring, or will be
entitled to receive an agreed upon fee from WIMC, the RMS Parties and/or Ditech, as applicable.
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