Item 1.01 Entry into a Material Definitive Agreement.

On October 19, 2012, Walter Investment Management Corp. (the "Company" or "Walter") entered into a Joint Bidding Agreement ("JBA") with Ocwen Loan Servicing, LLC ("Ocwen"), the mortgage servicing arm and a wholly owned subsidiary of Ocwen Financial Corporation, to jointly bid to acquire the mortgage servicing and origination and capital markets platforms of Residential Capital, LLC ("ResCap") in an auction sponsored by the U.S. Bankruptcy Court. Pursuant to the JBA, Walter agreed to acquire the rights and assume certain liabilities relating to all of ResCap's Fannie Mae mortgage servicing rights ("MSRs"), related advances and ResCap's originations and capital markets platforms (the "Walter Assets"). The remainder of the assets and liabilities of the ResCap servicing business would be acquired by Ocwen (the "Ocwen Assets"). Walter also agreed to be responsible for its pro rata share of legal and other costs incurred in the bidding process based upon the ratio of the price paid for the Walter Assets to the price paid for the Ocwen Assets. The JBA establishes a threshold above which Ocwen was required to obtain Walter approval to commit Walter to participate in a higher bid and was subject to Walter's approval of any changes to the terms and conditions of the Asset Purchase Agreement submitted to the U.S. Bankruptcy Court in connection with the bid.

Item 8.01 Other Events.

On October 24, 2012, Walter and Ocwen were determined at an auction sponsored by the US Bankruptcy Court to have submitted the highest and best bid to acquire the mortgage servicing and origination and capital markets platforms of ResCap. Walter and Ocwen presented a winning bid of $3 billion, with Walter's portion of the bid equal to approximately $540 million. The assets to be acquired include approximately $50.4 billion of Fannie Mae MSRs, $183 million of related advances, and the ResCap originations and capital markets platforms. The final purchase price is subject to downward adjustment to reflect an expected decline in the amount of mortgage servicing rights and related advances to be acquired between the bid date and the closing date. The final purchase price will be allocated to the acquired assets based upon their fair value at closing.

The consummation of the sale is subject to the execution of a finalized asset purchase agreement and conditioned upon approval by the U.S. Bankruptcy Court. Walter expects the purchase to close during the first quarter of 2013.

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