If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule
13d-1(g), check the following box. [x]
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Schedule 13D
CUSIP No. 25501G105
(1)
|
Name of Reporting Persons:
Birch Run Capital Advisors, LP *
|
(2)
|
Check the Appropriate Box if a Member
of a Group (See Instructions):
(a) [ ] (b) [ ]
|
|
(3)
|
SEC Use Only:
|
(4)
|
Source of Funds (See Instructions):
OO
|
|
(5)
|
Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): [ ]
|
(6)
|
Citizenship or Place of Organization:
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
(7)
|
Sole Voting Power
0
|
(8)
|
Shared Voting Power
1,724,587
|
(9)
|
Sole Dispositive Power
0
|
(10)
|
Shared Dispositive Power
1,724,587
|
(11)
|
Aggregate Amount Beneficially Owned
by Each Reporting Person:
1,724,587
|
|
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): [ ]
|
(13)
|
Percent of Class Represented by
Amount in Row (11):
31.06%
**
|
(14)
|
Type of Reporting Person (See
Instructions):
IA
|
|
*
|
Birch Run Capital Advisors, LP is a registered investment
adviser.
|
|
**
|
Based on an aggregate 5,551,843 shares of the Issuer’s
common stock outstanding. The 5,551,843 shares is comprised of 4,252,500
shares of common stock issued (and reported by the Issuer in its Form 8-K
filed with the SEC on February 2, 2018), 724,481 shares of common stock
that may be received by the Reporting Person from the exercise of 724,481
Series A Warrants, and 574,862 shares of common stock that may be received
by the Reporting Person from the exercise of 574,862 Series B Warrants. We
note that if all of the Series A Warrants issued by the Issuer and all of
the Series B Warrants issued by the Issuer were exercised by the
shareholders, the Reporting Person’s Percent of Class Reported in Item
(13) above would be 10.00%.
|
Schedule 13D
CUSIP No. 25501G105
(1)
|
Name of Reporting Persons:
BRC Advisors GP, LLC
|
(2)
|
Check the Appropriate Box if a Member
of a Group (See Instructions):
(a) [ ] (b) [ ]
|
|
(3)
|
SEC Use Only:
|
(4)
|
Source of Funds (See Instructions):
OO
|
|
(5)
|
Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): [ ]
|
(6)
|
Citizenship or Place of Organization:
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
(7)
|
Sole Voting Power
0
|
(8)
|
Shared Voting Power
1,724,587
|
(9)
|
Sole Dispositive Power
0
|
(10)
|
Shared Dispositive Power
1,724,587
|
(11)
|
Aggregate Amount Beneficially Owned
by Each Reporting Person:
1,724,587
|
|
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): [ ]
|
(13)
|
Percent of Class Represented by
Amount in Row (11):
31.06%*
|
(14)
|
Type of Reporting Person (See
Instructions):
HC, OO
|
* Based on an aggregate 5,551,843 shares of the Issuer’s common
stock outstanding. The 5,551,843 shares is comprised of 4,252,500 shares of
common stock issued (and reported by the Issuer in its Form 8-K filed with the
SEC on February 2, 2018), 724,481 shares of common stock that may be received by
the Reporting Person from the exercise of 724,481 Series A Warrants, and 574,862
shares of common stock that may be received by the Reporting Person from the
exercise of 574,862 Series B Warrants. We note that if all of the Series A
Warrants issued by the Issuer and all of the Series B Warrants issued by the
Issuer were exercised by the shareholders, the Reporting Person’s Percent of
Class Reported in Item (13) above would be 10.00% .
Schedule 13D
CUSIP No. 25501G105
(1)
|
Name of Reporting Persons:
Daniel Beltzman
|
(2)
|
Check the Appropriate Box if a Member
of a Group (See Instructions):
(a) [ ] (b) [ ]
|
|
(3)
|
SEC Use Only:
|
(4)
|
Source of Funds (See Instructions):
OO
|
|
(5)
|
Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): [ ]
|
(6)
|
Citizenship or Place of Organization:
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
(7)
|
Sole Voting Power
29,062
|
(8)
|
Shared Voting Power
1,724,587
|
(9)
|
Sole Dispositive Power
29,062
|
(10)
|
Shared Dispositive Power
1,724,587
|
(11)
|
Aggregate Amount Beneficially Owned
by Each Reporting Person:
1,753,649
|
|
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): [ ]
|
(13)
|
Percent of Class Represented by
Amount in Row (11):
31.46%*
|
(14)
|
Type of Reporting Person (See
Instructions):
IN, HC
|
* Based on an aggregate 5,573,739 shares of the Issuer’s common
stock outstanding. The 5,573,739 shares is comprised of 4,252,500 shares of
common stock issued (and reported by the Issuer in its Form 8-K filed with the
SEC on February 2, 2018), 736,690 shares of common stock that may be received by
the Reporting Person from the exercise of 736,690 Series A Warrants, and 584,549
shares of common stock that may be received by the Reporting Person from the
exercise of 584,549 Series B Warrants. We note that if all of the Series A
Warrants issued by the Issuer and all of the Series B Warrants issued by the
Issuer were exercised by the shareholders, the Reporting Person’s Percent of
Class Reported in Item (13) above would be 10.17% .
.
Schedule 13D
CUSIP No. 25501G105
(1)
|
Name of Reporting Persons:
Gregory Smith
|
(2)
|
Check the Appropriate Box if a Member
of a Group (See Instructions):
(a) [ ] (b) [ ]
|
|
(3)
|
SEC Use Only:
|
(4)
|
Source of Funds (See Instructions):
OO
|
|
(5)
|
Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): [ ]
|
(6)
|
Citizenship or Place of Organization:
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
(7)
|
Sole Voting Power
0
|
(8)
|
Shared Voting Power
1,724,587
|
(9)
|
Sole Dispositive Power
0
|
(10)
|
Shared Dispositive Power
1,724,587
|
(11)
|
Aggregate Amount Beneficially Owned
by Each Reporting Person:
1,724,587
|
|
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): [ ]
|
(13)
|
Percent of Class Represented by
Amount in Row (11):
31.06%*
|
(14)
|
Type of Reporting Person (See
Instructions):
IN, HC
|
* Based on an aggregate 5,551,843 shares of the Issuer’s common
stock outstanding. The 5,551,843 shares is comprised of 4,252,500 shares of
common stock issued (and reported by the Issuer in its Form 8-K filed with the
SEC on February 2, 2018), 724,481 shares of common stock that may be received by
the Reporting Person from the exercise of 724,481 Series A Warrants, and 574,862
shares of common stock that may be received by the Reporting Person from the
exercise of 574,862 Series B Warrants. We note that if all of the Series A
Warrants issued by the Issuer and all of the Series B Warrants issued by the
Issuer were exercised by the shareholders, the Reporting Person’s Percent of
Class Reported in Item (13) above would be 10.00% .
Schedule 13D
CUSIP No. 25501G105
This Amendment No. 1 amends and supplements the Schedule 13D
(“Initial 13D”) filed with the Securities and Exchange Commission on November
18, 2015, by Daniel Beltzman, Gregory Smith, Birch Run Capital Advisors, LP and
BRC Advisors GP, LLC (collectively, the “Reporting Persons”). The total number
of shares reported in the Initial 13D is being amended to include shares that
were received from the Issuer pursuant to the Issuer’s Amended Prepackaged Plan
of Reorganization (“Prepackaged Plan”), which became effective on February 9,
2018 (the “Effective Date”). In addition, upon the Effective Date, the name of
the Issuer reported in the Initial 13D was changed to Ditech Holding
Corporation. This Amendment No. 1 does not modify any of the disclosure
previously reported in the Initial 13D, if not specifically amended herein.
Unless otherwise defined herein, all capitalized items shall have the meanings
ascribed to them in the Initial 13D.
ITEM 1. SECURITY AND ISSUER
Item 1 is hereby amended and restated to read as follows:
The class of equity security to which this statement on
Schedule 13D relates is the common stock, par value $0.01 per share (the “New
Common Stock”) of Ditech Holding Corporation (the “Issuer”), a Maryland
corporation. The address of the principal executive offices of the Issuer is
1100 Virginia Drive, Suite 100, Fort Washington, PA 19034. Information given in
response to each item shall be deemed incorporated by reference in all other
items, as applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
Item 3 is hereby amended and restated to read as follows:
All shares of the New Common Stock reported herein were
received pursuant to the terms of the Prepackaged Plan. On the Effective Date,
all rights of any shareholder in respect of shares of common stock that were
held prior to the Effective Date (“Old Common Stock”) were cancelled and
extinguished. Pursuant to the Plan, each of the Reporting Persons received, in
respect of one share of Old Common Stock, (i) 0.05689208 shares of New Common
Stock, par value $0.01 per share (“New Common Stock”), (ii) 0.09692659 Series A
Warrants to purchase an equivalent number of shares of New Common Stock, and
0.07690920 Series B Warrants to purchase an equivalent number of Shares of New
Common Stock. The receipt of the New Common Stock and the Warrants was
involuntary and in accordance with the terms of the Prepackaged Plan.
ITEM 4. PURPOSE OF TRANSACTION
Items 4(a) and 4(b) are hereby amended by adding the following:
On November 30, 2017, Walter Investment Management Corp. (the
“Company”) filed a voluntary petition under chapter 11 of title 11 of the United
States Code in the United States Bankruptcy Court for the Southern District of
New York (the “Court”) to pursue the Prepackaged Plan. On January 18, 2018, the
Court entered an order confirming the Plan.
On the Effective Date, the Prepackaged Plan became effective
pursuant to its terms and the Company emerged from bankruptcy. On February 9,
2018, the Issuer filed a Form 8-K with the Securities and Exchange Commission
describing the material terms of the Issuer’s emergence from bankruptcy. Among
other things, on the Effective Date, the Issuer issued the following equity and
equity-linked securities:
-
4,252,500 shares of New Common Stock;
-
100,000 shares of Mandatorily Convertible Preferred Stock,
face amount $1,000, convertible into 11,497,500 shares of New Common
Stock;
-
7,245,000 Series A Warrants, exercisable for 7,245,000
shares of New Common Stock; and
-
5,748,750 Series B Warrants, exercisable for 5,748,750
shares of New Common Stock.
The Series A Warrants are exercisable at $20.63 per share of
common stock and may be exercised beginning on February 9, 2018 through February
9, 2028. The Series B Warrants are exercisable at $28.25 and may be exercised
beginning on February 9, 2018 through February 9, 2028.
Pursuant to the Prepackaged Plan, the Reporting Persons
received shares of New Common Stock, Series A Warrants and Series B Warrants as
set forth in Item 5 below.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) and (b) are hereby amended as follows:
Items 7 through 11 and 13 of each of the cover pages of this
Amendment No. 1 are incorporated herein by reference.
Set forth below is the aggregate number and percentage of
shares of Common Stock directly held, as of the date hereof for each of the
Reporting Persons. The Percentage of Class Outstanding for Daniel Beltzman is
based on 4,252,500 shares of common stock outstanding, 12,209 shares of common
stock that may be received upon exercise of 12,209 Series A Warrants and 9,687
shares of common stock that may be received upon exercise of 9,687 Series B
Warrants. The Percentage of Class Outstanding for Birch Run Capital Partners, LP
is based on 4,252,500 shares of common stock outstanding, 94,462 shares of
common stock that may be received upon exercise of 94,462 Series A Warrants and
74,954 shares of common stock that may be received upon exercise of 74,954
Series B Warrants. The Percentage of Class Outstanding for Walloon BRC, LP is
based on 4,252,500 shares of common stock outstanding, 290,778 shares of common
stock that may be received upon exercise of 290,778 Series A Warrants and
230,727 shares of common stock that may be received upon exercise of 230,727
Series B Warrants. The Percentage of Class Outstanding for Pike BRC, LP is based
on 4,252,500 shares of common stock outstanding, 339,241 shares of common stock
that may be received upon exercise of 339,241 Series A Warrants and 269,181
shares of common stock that may be received upon exercise of 269,181 Series B
Warrants.
|
|
Number of Shares
|
Number of Shares of Common Stock
|
Number of Shares of Common Stock
|
Total Common Stock Received
|
Percentage of
|
|
Holder
|
of Common Stock
|
if Series A Warrants Exercised
|
if Series A Warrants Exercised
|
and Common Stock upon exercise of Warrants
|
Class Outstanding
|
|
Daniel Beltzman
|
7,166
|
12,209
|
9,687
|
29,062
|
0.68%
|
|
Birch Run Capital Partners, LP
|
55,446
|
94,462
|
74,954
|
224,862
|
5.09%
|
|
Walloon BRC, LP
|
170,676
|
290,778
|
230,727
|
692,181
|
14.50%
|
|
Pike BRC, LP
|
199,122
|
339,241
|
269,181
|
807,544
|
16.61%
|
Birch Run GP as the general partner of Birch Run, Daniel
Beltzman and Gregory Smith as Managing Members of Birch Run GP, and Birch Run as
investment adviser to the Funds may be deemed to be beneficial owners of
securities of the Issuer directly held by the Funds, and may be deemed to have
the shared power to vote or direct the vote of and the power to dispose or
direct the disposition of such securities. Mr. Beltzman exercises sole voting
and investment power over the shares of Common Stock directly held by him.
The Reporting Persons disclaim beneficial ownership of the
securities of the Issuer held by each of the Funds, and this Schedule 13D shall
not be deemed an admission that the Reporting Persons are the beneficial owners
of such securities for purposes of Section 13(d) or for any other purpose,
except to the extent that any such Reporting Persons actually exercises voting
or investment power with respect to such securities.
Pursuant to management agreements among Birch Run, the Funds,
and their respective general partners, Birch Run has complete and unlimited
discretion and authority with respect to the Funds’ investments and voting power
over investments.
Item 5(c) is hereby by amended as follows:
The information referenced in the text of Items 3 and 4 above
is hereby incorporated by reference. Pursuant to the terms of the Plan and as of
the Effective Date, the rights of Daniel Beltzman, Birch Run Capital Partners,
LP, Walloon BRC, LP, Pike BRC, LP and the Reporting Persons in the shares
reported on the Initial 13D were cancelled and extinguished. As of the Effective
Date we note the following:
|
|
1.
|
Daniel Beltzman received 7,166 shares of common stock,
12,209 Series A Warrants and 9,687 Series B Warrants.
|
|
|
2.
|
Birch Run Capital Partners, LP received 55,446 shares of
common stock, 94,462 Series A Warrants and 74,954 Series B
Warrants.
|
|
|
3.
|
Walloon BRC, LP received 170,676 shares of common stock,
290,778 Series A Warrants and 230,727 Series B Warrants.
|
|
|
4.
|
Pike BRC, LP received 199,122 shares of common stock,
339,241 Series A Warrants and 269,181 Series B
Warrants.
|
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended to add the following:
The information set forth in Item 4 is hereby incorporated by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
|
Exhibit A.
|
Joint Filing Agreement*
|
|
Exhibit B.
|
Prepackaged Plan of Reorganization, incorporated
by reference from Exhibit T3E.1 to the Form T-3 filed by Walter Investment
Management Corp. with the SEC on November 6, 2017
|
|
Exhibit C.
|
Series A Warrant Agreement, dated
as of February 9, 2018, between the Issuer and Computershare, Inc. and
Computershare Trust Company, N.A., incorporated by reference from Exhibit
10.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on
February 9, 2018
|
|
Exhibit D.
|
Series B Warrant Agreement, dated as of February
9, 2018, between the Issuer and Computershare, Inc. and Computershare Trust
Company, N.A., incorporated by reference from Exhibit 10.3 to the Issuer’s
Current Report on Form 8-K filed with the SEC on February 9, 2018
|
*As previously filed.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated as of February 13, 2018
|
|
Birch Run Capital Advisors, LP
|
|
|
|
|
|
|
By:
|
BRC Advisors GP, LLC, its general
|
|
|
|
partner
|
|
|
|
|
|
|
By:
|
/s/ Caren Abramovich
|
|
|
|
Name: Caren Abramovich
|
|
|
|
Title: Chief Operating & Compliance
|
|
|
|
Officer
|
|
|
|
|
|
|
BRC Advisors GP, LLC
|
|
|
|
|
|
By:
|
/s/ Caren Abramovich
|
|
|
|
Name: Caren Abramovich
|
|
|
|
Title: Chief Operating & Compliance
|
|
|
|
Officer
|
|
|
|
|
|
|
Daniel Beltzman
|
|
|
|
|
|
By:
|
/s/
Daniel Beltzman
|
|
|
|
|
|
|
Gregory Smith
|
|
|
|
|
|
By:
|
/s/
Gregory Smith
|
