Attached files
| file | filename |
|---|---|
| EX-99.3 - EX-99.3 - DITECH HOLDING Corp | d595252dex993.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 15, 2012
Walter Investment Management Corp.
(Exact name of registrant as specified in its charter)
| Maryland | 001-13417 | 13-3950486 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 3000 Bayport Drive, Suite 1100 Tampa, Florida |
33607 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (813) 421-7605
Not Applicable
(Former Name or Former Address, if Changed from 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)) |
Explanatory Note
This Amendment No. 1 on Form 8-K/A (this “Amendment”) is an amendment to the Current Report on Form 8-K of Walter Investment Management Corp. (the “Company”) dated October 15, 2012 and filed with the Securities and Exchange Commission (the “SEC”) on the same date (the “Original 8-K”). As previously reported in the Company’s Current Report on Form 8-K dated May 31, 2013 and filed with the SEC on June 6, 2013, the Company’s management has concluded that the historical audited and unaudited financial statements of Reverse Mortgage Solutions, Inc. (“RMS”), which is now an indirect wholly-owned subsidiary of the Company following its acquisition by the Company, filed as Exhibits 99.1 and 99.2, and the preliminary unaudited pro forma condensed combined financial information filed as Exhibit 99.3, to the Original 8-K should no longer be relied upon. The purpose of this Amendment is to replace Exhibits 99.1, 99.2 and 99.3 to the Original 8-K with restated audited and unaudited financial statements filed as Exhibits 99.1 and 99.2, and corrected preliminary unaudited pro forma condensed combined financial information filed as Exhibit 99.3, and to file a new accountant’s consent as Exhibit 23.1. Apart from the foregoing, no changes have been made to the information set forth in the Original 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 23.1 | Consent of McConnell & Jones, LLP, Independent Registered Public Accounting Firm (incorporated herein by reference to Exhibit 23.1 to the Company’s Current Report on Form 8-K/A (Amendment No. 2) dated November 1, 2012 and filed with the SEC on September 24, 2013 (File No. 001-13417)). | |
| 99.1 | Audited consolidated balance sheets of Reverse Mortgage Solutions, Inc. as of December 31, 2011 and 2010, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years ended December 31, 2011 and 2010 (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K/A (Amendment No. 2) dated November 1, 2012 and filed with the SEC on September 24, 2013 (File No. 001-13417)). | |
| 99.2 | Unaudited historical interim consolidated financial statements of Reverse Mortgage Solutions, Inc. as of and for the six months ended June 30, 2012 and related footnotes (incorporated herein by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K/A (Amendment No. 2) dated November 1, 2012 and filed with the SEC on September 24, 2013 (File No. 001-13417)). | |
| 99.3 | Unaudited pro forma condensed combined balance sheet as of June 30, 2012, unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2012; and unaudited pro forma condensed combined statement of operations for the year ended December 31, 2011. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WALTER INVESTMENT MANAGEMENT CORP.
| Date: September 24, 2013 | By: | /s/ Stuart Boyd | ||||
| Stuart Boyd, Vice President, General Counsel and Secretary |
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 23.1 | Consent of McConnell & Jones, LLP, Independent Registered Public Accounting Firm (incorporated herein by reference to Exhibit 23.1 to the Company’s Current Report on Form 8-K/A (Amendment No. 2) dated November 1, 2012 and filed with the SEC on September 24, 2013 (File No. 001-13417)). | |
| 99.1 | Audited consolidated balance sheets of RMS as of December 31, 2011 and 2010, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years ended December 31, 2011 and 2010 (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K/A (Amendment No. 2) dated November 1, 2012 and filed with the SEC on September 24, 2013 (File No. 001-13417)). | |
| 99.2 | Unaudited historical interim consolidated financial statements of Reverse Mortgage Solutions, Inc. as of and for the six months ended June 30, 2012 and related footnotes (incorporated herein by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K/A (Amendment No. 2) dated November 1, 2012 and filed with the SEC on September 24, 2013 (File No. 001-13417)). | |
| 99.3 | Unaudited pro forma condensed combined balance sheet as of June 30, 2012, unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2012; and unaudited pro forma condensed combined statement of operations for the year ended December 31, 2011. | |