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): November 6, 2017
Walter Investment Management Corp.
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 001- 13417 | 13-3950486 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1100 Virginia Drive, Suite 100
Fort Washington, PA 19034
(Address of principal executive offices, including zip code)
(844) 714-8603
(Registrant’s telephone number, including area code)
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)) |
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. ☐
| Item 7.01. | Regulation FD Disclosure. |
On October 26, 2017, Walter Investment Management Corp. (the “Company”) entered into confidentiality agreements (the “Confidentiality Agreements”) with the investment manager, advisor or sub-advisor for certain members of a group (the “Ad Hoc Convertible Noteholders”) of persons that hold an interest in the 4.50% Convertible Senior Subordinated Notes due 2019 (the “Convertible Notes”) issued by the Company under that certain Subordinated Indenture, dated as of January 13, 2012 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time).
Pursuant to the Confidentiality Agreements, the Company and the Ad Hoc Convertible Noteholders engaged in confidential discussions in connection with a possible transaction, arrangement, or series of transactions or arrangements involving the Convertible Notes, including a restructuring of such indebtedness. A transaction has not been agreed to and no further discussions between the Company and Ad Hoc Convertible Noteholders are scheduled. The Confidentiality Agreements terminated pursuant to their terms on November 6, 2017.
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 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.
SIGNATURE
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: November 6, 2017 |
||||||
| By: | /s/ John J. Haas | |||||
| John J. Haas, General Counsel, Chief Legal Officer and Secretary | ||||||
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