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OCN > SEC Filings for OCN > Form 8-K/A on 15-Mar-2013All Recent SEC Filings

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Form 8-K/A for OCWEN FINANCIAL CORP


15-Mar-2013

Completion of Acquisition or Disposition of Assets, Financial Statements a


Item 2.01 Completion of Acquisition of Assets

As previously reported, on December 27, 2012, Merger Sub merged with and into Homeward. Homeward was the surviving corporation in the Merger and, as a result, is now a wholly-owned subsidiary of Ocwen.

In the Merger, Ocwen acquired the mortgage servicing rights and subservicing for approximately 421,000 residential mortgage loans with an unpaid principal balance of approximately $77 billion. Ocwen also acquired Homeward's loan origination platform and its diversified fee-based business that includes property valuation, REO management, title, closing and advisory services. As consideration for the Merger, Ocwen paid $243 million plus the book value amount of Homeward and its subsidiaries, for an aggregate purchase price of $765.7 million. Of this amount, $603.7 million was paid in cash and $162 million was paid in Preferred Stock. $85 million of the Merger Consideration has been placed into escrow for a period of 21 months following the closing date to fund any loss sharing payments and certain other indemnification payments that may become owed to Ocwen, as well as to fund certain expenses of WL Ross & Co. LLC as shareholder representative.

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Item 9.01 Financial Statements and Exhibits

a) Financial Statements of Businesses Acquired.

(i) Audited consolidated balance sheets of Homeward at September 30, 2012 and September 30, 2011 and the consolidated statements of operations, statements of stockholders' equity and statements of cash flows for each of the two years in the period ended September 30, 2012 are attached as Exhibit 99.1.

(ii) Audited consolidated balance sheets of AHMSI Holdings, Inc. at September 30, 2011 and September 30, 2010 and the consolidated statements of operations, statements of stockholders' equity and statements of cash flows for each of the two years in the period ended September 30, 2011 are attached as Exhibit 99.2.

b) Pro Forma Financial Information.

Unaudited combined pro forma statement of operations for the year ended December 31, 2012 is attached as Exhibit 99.3. A pro forma balance sheet has not been included as the Merger is already reflected in Ocwen's balance sheet as of December 31, 2012, as reported in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 1, 2013.

c) Not applicable

d) Exhibits

The following exhibits are filed as part of this report:

 Exhibit  Description

   23.1   Consent of Independent Auditors.

   99.1   Audited consolidated balance sheets of Homeward at September 30, 2012
          and September 30, 2011 and the consolidated statements of operations,
          statements of stockholders' equity and statements of cash flows for each
          of the two years in the period ended September 30, 2012.

   99.2   Audited consolidated balance sheets of AHMSI Holdings, Inc. at September
          30, 2011 and September 30, 2010 and the consolidated statements of
          operations, statements of stockholders' equity and statements of cash
          flows for each of the two years in the period ended September 30, 2011.

   99.3   Unaudited pro forma combined statement of operations of Ocwen Financial
          Corporation for the year ended December 31, 2012.

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