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EX-10.2 - EXHIBIT 10.2 - HOME LOAN SERVICING SOLUTIONS, LTD.ex10_2.htm
EX-10.1 - EXHIBIT 10.1 - HOME LOAN SERVICING SOLUTIONS, LTD.ex10_1.htm

 



 

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): August 1, 2012

 

 

 

HOME LOAN SERVICING SOLUTIONS, LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands
(State or other jurisdiction
of incorporation)
001-35431
(Commission
File Number)
98-0683664
(I.R.S. Employer
Identification No.)

 

 

 

Home Loan Servicing Solutions, Ltd.

c/o Walkers Corporate Services Limited

Walker House, 87 Mary Street

George Town, Grand Cayman

KY1-9005

Cayman Islands

(Address of principal executive office)

 

Registrant’s telephone number, including area code: (345) 945-3727

 

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))

 

 
 

 

Item 2.01 Completion of Acquisition of Assets.

 

On August 1, 2012, HLSS Holdings, LLC (“HLSS Holdings”), a wholly-owned subsidiary of Home Loan Servicing Solutions, Ltd. (“HLSS” or “we”), completed an acquisition from Ocwen Loan Servicing, LLC (“OLS”) of rights to receive servicing fees (“Rights to MSRs”) and related servicing advances for a servicing portfolio of subprime and Alt-A residential mortgage loans (the “Transaction”). This Transaction resulted in the acquisition by HLSS Holdings of Rights to MSRs with approximately $2.1 billion in unpaid principal balance of mortgage loans (“UPB”) as of July 31, 2012. The characteristics of these mortgage servicing assets are similar to those we previously acquired from OLS, and we expect this Transaction to be accretive to earnings.

 

The purchase price for the Transaction was $74.7 million. To finance that amount, we used $18.6 million in cash generated from operations and borrowed $56.1 million under an existing servicing advance facility with Barclays Bank PLC against the $66.7 million in servicing advances associated with the Rights to MSRs. Within 90 days of the closing, the purchase price may be adjusted to reflect any adjustments in the calculation of the UPB of the underlying mortgage loans or servicing advance balances acquired in the Transaction.

 

We acquired these mortgage servicing assets from OLS pursuant to a Sale Supplement to the Master Servicing Rights Purchase Agreement we executed with OLS in connection the IPO. In addition to acquiring OLS’s right, title and interest to the Rights to MSRs and the associated servicing advances, we also committed to purchase servicing advances that arise under the related pooling and servicing agreements after the closing date. In return, OLS continues to service the related mortgage loans, receives a monthly base fee equal to 12% of the servicing fees collected in any given month, and retains any ancillary income (excluding investment income earned on any custodial accounts) payable to the servicer pursuant to the related pooling and servicing agreements. OLS also earns a monthly performance based incentive fee based on the servicing fees collected. If the targeted advance ratio in any month exceeds the predetermined level for that month set forth in the Sale Supplement and the Subservicing Supplement for the Transaction, any performance based incentive fee payable for such month will be reduced by an amount equal to 6.5% per annum of the amount of any such excess servicing advances.

 

 The Sale Supplement and the Subservicing Supplement for the Transaction are governed by the Master Servicing Rights Purchase Agreement and the Master Subservicing Agreement, respectively. See “The Proposed Business – Description of the Purchase Agreement” and “– Description of the Subservicing Agreement” in our Prospectus dated February 28, 2012 for a more detailed description of the Master Servicing Rights Purchase Agreement and the Master Subservicing Agreement, respectively.

 

Cautionary Statement Regarding Forward-Looking Statements

 

Forward-looking statements made in this Current Report on Form 8-K reflect the company’s current views with respect to future events and performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties, which may cause actual results to differ materially from those set forth in these statements. The company’s performance is also subject to factors identified in the company’s other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Item 9.01. Financial Statements and Exhibits.

 

(a) – (c) Not applicable.

 

(d) Exhibits:

 

  10.1  Sale Supplement, dated August 1, 2012

 

  10.2  Subservicing Supplement, dated August 1, 2012

 

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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.

 

  HOME LOAN SERVICING SOLUTIONS, LTD.
  (Registrant)
     
  By: /s/ James E. Lauter
    James E. Lauter
    Senior Vice President & Chief Financial Officer
    (On behalf of the Registrant and as its principal financial officer)

 

Date: August 1, 2012

 

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