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WAC > SEC Filings for WAC > Form 8-K on 15-Nov-2016All Recent SEC Filings

Show all filings for WALTER INVESTMENT MANAGEMENT CORP

Form 8-K for WALTER INVESTMENT MANAGEMENT CORP


15-Nov-2016

Entry into a Material Definitive Agreement, Material Modificati


Item 1.01. Entry into a Material Definitive Agreement.

On November 11, 2016, Walter Investment Management Corp., a Maryland corporation (the "Company"), entered into an Amended and Restated Section 382 Rights Agreement (as the same may be amended from time to time, the "Amended Rights Agreement") with Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the "Rights Agent"), which amends and restates the Rights Agreement between the Company and the Rights Agent dated as of June 29, 2015, as amended by Amendment No. 1, dated as of November 16, 2015, Amendment No. 2, dated as of November 22, 2015, and Amendment No. 3, dated as of June 28, 2016. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Amended Rights Agreement.

The Board of Directors of the Company (the "Board of Directors") has previously authorized, and the Company declared, a dividend of one preferred stock purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share, of the Company (the "Common Stock"). Each Right entitles the registered holder thereof to purchase from the Company, upon the terms and subject to the conditions set forth in the Amended Rights Agreement, one one-thousandth of a fully paid non-assessable share of Junior Participating Preferred Stock, par value $0.01 per share (the "Junior Preferred Stock"), of the Company at a price of $74.16 (as the same may be adjusted, the "Purchase Price"). The description and terms of the Rights are set forth in the Amended Rights Agreement.

The Amended Rights Agreement is intended to help protect the Company's "built-in tax losses" and certain other tax benefits by acting as a deterrent to any Person (other than an Exempted Entity (as defined below) or any Grandfathered Person (as defined below)) from becoming or obtaining the right to become a Person who, together with all Affiliates and Associates of such Person, is the beneficial owner (including securities such Person is deemed to constructively own pursuant to applicable Internal Revenue Service regulations) of 4.99% or more of the shares of Common Stock or any other class of Company 382 Securities (as defined below) then outstanding (each such Person, a "Threshold Holder"), without the approval of the Board of Directors.

Until the close of business on the earlier of (i) the tenth day after the first date of a public announcement that a Person (other than an Exempted Entity or Grandfathered Person (as defined below)) or group of Affiliated Persons or Associated Persons or Persons Acting in Concert with each other (an "Acquiring Person") has become a Threshold Holder or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person or group of Affiliated Persons or Associated Persons or Persons Acting in Concert with each other becomes an Acquiring Person) after the date of commencement of, or the first public announcement of an intention to commence, a tender offer or exchange offer, the consummation of which would result in any Person (other than an Exempted Entity) or group of Affiliated Persons or Associated Persons or Persons Acting in Concert becoming an Acquiring Person (the earlier of such dates being herein referred to as the "Distribution Date"), the Rights will be represented by the balances indicated in the book-entry account system of the transfer agent for the Common Stock registered in the names of the holders of the Common Stock.


"Approved Acquisition" means (i) any acquisition of Company 382 Securities that would cause a Person to qualify as a Threshold Holder and that is approved in advance by the Board of Directors, or (ii) a conversion (or other exchange) of Company 382 Securities for other Company 382 Securities where such conversion (or other exchange) does not increase the beneficial ownership in the Company by any Person for purposes of Section 382 of the Internal Revenue Code of 1986, as amended.

"Company 382 Securities" means the Common Stock of the Company and any other interest that would be treated as "stock" of the Company for purposes of
Section 382 of the Internal Revenue Code of 1986, as amended (including pursuant to Treasury Regulation Section 1.382-2T(f)(18)).

"Exempted Entity" means (1) the Company, (2) any Subsidiary of the Company (in the case of subclauses (1) and (2) including, without limitation, in its fiduciary capacity), (3) any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, (4) any entity or trustee holding, or acting in a fiduciary capacity in respect of, Company 382 Securities to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan or for the purpose of funding any such employee benefit plan or compensation arrangement, (5) any Person (together with its Affiliates and Associates) Beneficially Owning less than 20% of the Common Stock of the Company whose status as a Threshold Holder will, in the sole judgment of the Board of Directors, not jeopardize or endanger the availability to the Company of its Tax Benefits to be used to offset its taxable income in such year or future years (but in the case of any Person determined by the Board of Directors to be an Exempted Entity pursuant to this subparagraph (5) only for so long as such Person's status as a Threshold Holder continues not to jeopardize or endanger the availability of such Tax Benefits, as determined by the Board of Directors in its good faith discretion), or (6) any Person who or which would qualify as a Threshold Holder as a result of an Approved Acquisition and, to the extent approved by the Board of Directors, any Person who or which acquires Company 382 Securities from any such Person.

"Grandfathered Person" means any Person who or which, together with all Affiliates and Associates of such Person, was as of the date of the Amended Rights Agreement, the Beneficial Owner of 4.99% or more of the Company 382 Securities outstanding on such date, unless and until such time as such Person, together with all Affiliates and Associates of such Person, after the date of the Amended Rights Agreement acquires beneficial ownership of additional shares or other interests in Company 382 Securities. Any Grandfathered Person who, together with all of its Affiliates and Associates, subsequently becomes the beneficial owner of less than 4.99% of the Company 382 Securities shall cease to be a Grandfathered Person.

The Amended Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferable only in connection with the transfer of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), the transfer of any . . .



Item 3.03. Material Modification to Rights of Security Holders.

The information set forth above under Item 1.01 of this Current Report on Form 8-K is hereby incorporated herein by reference into this Item 3.03.



Item 7.01. Regulation FD Disclosure.

On November 11, 2016, the Company issued a press release announcing the declaration of the dividend of Rights and the adoption of the Amended Rights Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information being furnished under this Item 7.01 pursuant to this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
  No.                                     Description

 4.1         Amended and Restated Section 382 Rights Agreement, dated as of
             November 11, 2016, between Walter Investment Management Corp. and
             Computershare Trust Company, N.A., as Rights Agent, which includes the
             Form of Articles Supplementary for the Junior Participating Preferred
             Stock as Exhibit A, the Form of Right Certificate as Exhibit B and the
             Summary of Rights as Exhibit C.

99.1         Press Release of Walter Investment Management Corp. issued on
             November 11, 2016.


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