ONITY GROUP INC. — Capital/Financing Update 2021

May 24, 2021

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2021

OCWEN FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Florida	1-13219	65-0039856
(State
or other jurisdiction	(Commission	(IRS
Employer
of
incorporation)	File
Number)	Identification
No.)

1661 Worthington Road , Suite 100

West Palm Beach , Florida 33409

(Address of principal executive offices)

Registrant’s telephone number, including area code: (561) 682-8000

Not applicable.

(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:

| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| --- | --- |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |

Securities registered pursuant to Section 12(b) of the Act:

| Title
of each class | Trading
Symbol(s) | Name
of each exchange on which registered |
| --- | --- | --- |
| Common
Stock, $0.01 Par Value | OCN | New
York Stock Exchange ( NYSE ) |

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. ☐

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Item 1.01 Entry into a Definitive Material Agreement.

On May 21, 2021, PHH Mortgage Corporation (“PHH”), a wholly-owned subsidiary of Ocwen Financial Corporation (“Ocwen” or the “Company”), entered into an agreement with AmeriHome Mortgage Company, LLC (“AmeriHome”) to purchase mortgage servicing rights (“MSRs”) related to pools of residential mortgage loans sold to or securitized by the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and the Federal National Mortgage Association (“Fannie Mae”). As of April 30, 2021, the loan portfolios to which the MSRs pertain had an aggregate unpaid principal balance of approximately $48.3 billion. Under the agreement, PHH will purchase MSRs outstanding as of the closing date for a total price of approximately $607 million, subject to adjustment for run-off prior to the date of closing, and will reimburse AmeriHome for outstanding servicing advances.

Closing of the transaction is expected to occur late in the second quarter of 2021, subject to satisfaction of certain closing conditions, including the receipt of regulatory approvals and finalization of an agreement between PHH and Western Alliance Bank to provide financing to PHH for the acquisition of the MSRs. In April 2021, Western Alliance Bancorporation, the parent company of Western Alliance Bank, completed its acquisition of AmeriHome’s parent company, Aris Mortgage Holding Company, LLC.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
104	Cover
Page Interactive Data File formatted in online XBRL (included as Exhibit 101)

Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially. In the past, actual results have differed from those suggested by forward looking statements and this may happen again. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to, PHH’s ability to close the announced agreement with AmeriHome, including the ability to obtain regulatory approvals, enter into definitive financing arrangements, and satisfy other closing conditions, and the timing for doing so, as well as other risks and uncertainties detailed in Ocwen’s reports and filings with the SEC, including its annual report on Form 10-K for the year ended December 31, 2020 and its current and quarterly reports since such date. Anyone wishing to understand Ocwen’s business should review its SEC filings. Our forward-looking statements speak only as of the date they are made and we disclaim any obligation to update or revise forward-looking statements whether as a result of new information, future events or otherwise.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

| | OCWEN
FINANCIAL CORPORATION | |
| --- | --- | --- |
| | (Registrant) | |
| Date:
May 24, 2021 | By: | /s/
June C. Campbell |
| | | June
C. Campbell |
| | | Chief
Financial Officer |

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