Amended Current Report Filing (8-k/a)
February 12 2018 - 6:59AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
Current
Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2018
Ditech Holding Corporation
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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001-
13417
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13-3950486
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(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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1100 Virginia Drive, Suite 100
Fort Washington, PA 19034
(Address of principal executive offices, including zip code)
(844)
714-8603
(Registrants telephone number, including area code)
Walter Investment Management Corp.
(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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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☐
Explanatory Note:
As previously disclosed, on November 30, 2017, Walter Investment Management Corp. filed a voluntary petition (the
Bankruptcy
Petition
, and the case commenced thereby, the
Chapter 11 Case
) under chapter 11 of title 11 of the United States Code (the
Bankruptcy Code
) in the United States Bankruptcy Court for the Southern
District of New York (the
Court
) to pursue its previously announced Prepackaged Chapter 11 Plan of Reorganization, dated November 6, 2017. On January 17, 2018, the Court approved the Amended Prepackaged Chapter 11 Plan
of Walter Investment Management Corp. and the Affiliate
Co-Plan
Proponents (as confirmed, the
Prepackaged Plan
), and on January 18, 2018, entered an order confirming such approval (the
Confirmation Order
). The Prepackaged Plan and the Confirmation Order were previously filed by the Company (as defined below) as Exhibit 2.1 to its Current Report on Form
8-K,
filed on
January 19, 2018.
On February 9, 2018 (the
Effective Date
), the Prepackaged Plan became effective pursuant
to its terms and the Company emerged from the Chapter 11 Case. The name of Walter Investment Management Corp. was, on the Effective Date, changed to Ditech Holding Corporation (the
Company
).
On February 9, 2018, the Company filed a Form
8-K
with the Securities and Exchange Commission
(the
Original
8-K
) describing the material terms of the Companys emergence from the Chapter 11 Case.
The sole purpose of this Current Report on Form
8-K/A
is to update the Original
8-K
to (1) correct a typographical error under Item 3.02 in the number of shares of Common Stock (as defined in the Original
8-K)
reserved for issuance under the
Management Incentive Plan (as defined in the Prepackaged Plan) and (ii) update Exhibit 10.1 to include certain exhibits to the Credit Agreement (as defined in the Original
8-K).
Item 3.02.
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Unregistered Sale of Equity Securities
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The following corrects a typographical
error regarding the number of shares of Common Stock reserved for issuance under the Management Incentive Plan (as defined in the Prepackaged Plan) and no other changes or amendments are made to Item 3.02 of the Original Form
8-K:
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3,193,750 shares of Common Stock are reserved for issuance under a Management Incentive Plan (as defined in the Prepackaged Plan).
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Item 9.01.
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Financial Statements and Exhibits
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See Exhibit Index
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Ditech Holding Corporation
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Date: February 12, 2018
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By:
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/s/ John J. Haas
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John J. Haas, General Counsel, Chief Legal
Officer and Secretary
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Walter Investment Management Corp. (delisted) (NYSE:WAC)
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