SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 2017
Walter Investment Management Corp.
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of
||(Commission File Number)
||(IRS Employer Identification No.)|
1100 Virginia Drive, Suite 100
Fort Washington, PA 19034
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
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
||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
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
||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Chief Financial Officer Transition
On December 6,
2017, Walter Investment Management Corp. (the Company) announced that Jerry Lombardo, age 47, will succeed Gary Tillett as the Companys Chief Financial Officer. Mr. Tillett will continue to serve as the Companys Chief
Financial Officer through a date mutually agreed between Mr. Tillett and the Company between February 1, 2018 and February 15, 2018. Mr. Lombardos employment with the Company will commence on a date reasonably agreed upon by Mr.
Lombardo and the Company, which will be no later than February 1, 2018, and Mr. Lombardo will commence service as the Companys CFO thereafter as agreed by the Company and Mr. Lombardo.
Pursuant to that certain offer letter between Mr. Lombardo and the Company, dated November 30, 2017 (the Offer Letter),
Mr. Lombardo will receive an annual base salary of $450,000, and a target annual incentive bonus opportunity for calendar year 2018 of $500,000 based on Company performance and other objectives to be established by the Companys Board of
Directors. For 2018, Mr. Lombardo will receive two grants under the Companys long-term incentive plan to be implemented following the effective date of the Companys reorganization under Chapter 11 of the U.S. Bankruptcy Code,
including (1) a grant with a targeted value of $290,000, such amount vesting over two years, and (2) a 2018 incentive grant with a targeted value of $500,000 with vesting to be determined by the Companys Board of Directors generally
consistent with the long-term incentive grants made to other senior management of the Company. Mr. Lombardo will also receive a one-time sign-on bonus in the amount
of $735,000, payable in a lump-sum cash payment, subject to full clawback if Mr. Lombardo resigns or is terminated for cause (as defined in the Offer Letter) prior to the first anniversary of
his start date and a pro-rata clawback if he is terminated without cause prior to the first anniversary of his start date. Mr. Lombardo will be entitled to severance payments equal to twelve
months of base salary if he is terminated by the Company without cause. Mr. Lombardo will receive relocation benefits and health, welfare and retirement benefits in accordance with Company policies. Mr. Lombardo also executed
with the Company that certain Confidentiality, Non-Interference, and Invention Assignment Agreement.
Mr. Lombardo served as a Managing Director & Treasurer of the Consumer and Community Bank at JP Morgan Chase & Co from 2013 to
2017. He held a number of senior finance roles including the Global Head of Funding & Liquidity for Ally Financial, Finance Executive at Cerberus Capital Management, Senior Managing Director at FTI Consulting and as Chief Financial Officer
of Refco. Mr. Lombardo is a Certified Public Accountant and received his Bachelor of Business Administration in Accounting from Pace University.
There are no family relationships between Mr. Lombardo and any directors or officers of the Company. There have been no transactions nor are there any
proposed transactions between the Company and Mr. Lombardo that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Gary Tillett will retire as the Companys Chief Financial Officer and will resign and from all other
positions with the Company and its subsidiaries effective on a date as mutually agreed between Mr. Tillett and the Company between February 1, 2018 and February 15, 2018 (the Retirement Date). Pursuant to the terms of that
certain Retirement Agreement between Mr. Tillett and the Company, dated December 6, 2017 (the Retirement Agreement), Mr. Tillett will continue to receive his current base salary of $500,000 per annum and will remain
eligible to participate in the Companys employee benefit programs in accordance with their terms through the Retirement Date.
As part of the
Companys Prepackaged Chapter 11 Plan of Reorganization (the Plan), the Company has determined that Mr. Tilletts current employment agreement with the Company dated January 28, 2014 (the Employment
Agreement) and the cash-based award agreement with the Company dated November 3, 2016 (the Award Agreement) will be rejected. In settlement of the claim that Mr. Tillett will have as a result of the Companys
rejection of such agreements, Mr. Tillett will be entitled to receive a cash payment equal to $500,000, payable in a lump-sum (the Settlement Payment). The Settlement Payment will be paid to
Mr. Tillett on the first regularly scheduled payroll date following (and subject to) Mr. Tilletts timely execution, delivery and non-revocation of a Release of Claims, which Release of Claims
must be executed on or within ten (10) days following the Retirement Date. The Settlement Payment will be an allowed general unsecured claim against the Company. Certain provisions of Mr. Tilletts Employment Agreement will remain in
force for the post-employment periods as specified in the Employment Agreement, including Section 8(c) (Non-Solicit), Section 9 (Non-Disparagement),
Section 10 (Confidentiality), Section 11 (Clawback), Section 12 (Indemnification and Insurance), and Section 13 (Tax Delay in Payment). The effectiveness of the Retirement Agreement is contingent upon confirmation of the Plan by
the United States Bankruptcy Court and the Plans provision that allowed general unsecured claims are unimpaired by the Plan. In the event that either of the foregoing conditions are not met, the Employment Agreement and the Award Agreement
will remain in full force and effect.
The foregoing summaries of the Offer Letter and the Retirement Agreement do not purport to be complete and are
qualified in their entirety by reference to the text of each of the Offer Letter and Retirement Agreement.
Appointment of Chief Operations Officer
On December 6, 2017, the Company announced the appointment of Jeffrey Baker, age 54, the Companys President of Reverse Mortgage Solutions, Inc.
(RMS) as its Chief Operations Officer effective immediately. Mr. Baker has served as President of RMS since October 2016. Mr. Baker is a current executive officer of the Company. The biographical and other information for
Mr. Baker has been previously reported and is incorporated by reference herein from the heading Management Executive Officers Who Are Not Directors in the Companys Proxy Statement on Schedule 14A filed with the SEC on
April 5, 2017. Mr. Baker is currently a party to an employment agreement with the Company.
On December 6, 2017, the Company issued a press
release announcing the foregoing management transition and Chief Operations Officer appointment. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
||Financial Statements and Exhibits. |
See Exhibit Index.
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: December 6, 2017
||/s/ John J. Haas|
John J. Haas, General Counsel, Chief Legal
Officer and Secretary
FOR IMMEDIATE RELEASE
INVESTMENT MANAGEMENT CORP. ANNOUNCES SENIOR EXECUTIVE CHANGES
Jerry Lombardo Joins Company to Succeed Gary Tillett as Chief
Jeffrey Baker Appointed Chief Operations Officer
FORT WASHINGTON, Pa., December 6, 2017 Walter Investment Management Corp. (Walter or the Company) (NYSE: WAC.BC) today
announced that Jerry Lombardo, a seasoned financial executive with over 25 years of experience, has agreed to join the Company to succeed Gary Tillett as Chief Financial Officer. Mr. Tillett, Executive Vice President and Chief Financial
Officer, will retire in 2018.
In addition, the Company announced that Jeff Baker, President of Reverse Mortgage Solutions, Inc. (RMS), has been named
Walters Chief Operations Officer, effective immediately. In this role, Mr. Baker will expand his duties beyond President of RMS and assume responsibility for Ditech Financial LLCs performing and default servicing operations.
Jerry Lombardo will be based in Fort Washington, PA and Jeff Baker will divide his time among Fort Washington and other Walter operating centers across the
With the addition of Jerry and the expansion of Jeffs
responsibilities, we continue our steady progress of assembling a premier
leadership team that will help us fully realize the potential of our core business by facilitating the speed and effectiveness of our transformation, said Anthony Renzi, Walters President and Chief Executive Officer. Jerry brings
over 25 years of financial leadership experience ranging from involvement with challenging turnaround situations during his tenure at FTI Consulting to helping grow and optimize financial companies like Ally Financial and the Consumer and Community
Bank at JPMorgan Chase & Co. Jeff is an outstanding business leader and operator who will continue to help us improve our operations while maintaining a keen focus on caring for our customers, our cost to service and our overall operational
Mr. Renzi concluded, I want to thank Gary for his leadership and contributions during the past four years here at Walter. He
has been an important part of our team and a colleague who has worked relentlessly to help our Company through many challenging situations, the most recent being our financial restructuring efforts. On behalf of the entire Walter Management team, we
thank Gary for his service to our Company and wish him all the best in the future.
About Jerry Lombardo
Jerry Lombardo is a seasoned financial executive with over 25 years of experience. He most recently served as a Managing Director & Treasurer of the
Consumer and Community Bank at JP Morgan Chase & Co. Before joining JP Morgan Chase & Co. in 2013, he held a number of senior finance roles including the Global Head of Funding & Liquidity for Ally, Finance Executive at
Cerberus Capital Management, Senior Managing Director at FTI Consulting and Chief Financial Officer of Refco. Mr. Lombardo is also a Certified Public Accountant.
About Jeffrey P. Baker
Jeffrey P. Baker has served as
President of RMS since October 2016. He served in various other capacities for the Company from July 2015 to October 2016. Mr. Baker came to the Company with more than 18 years of experience as a senior executive and board member of both public
and private companies. Mr. Baker spent the majority of his career as a Partner with PricewaterhouseCoopers (PwC) in a variety of client facing roles with some of the Firms key clients as well as serving as a Partner in the
Chairmans office and member of the Executive Leadership Team for PwC Consulting. Prior to joining the Company, Mr. Baker was the co-founder and Chief Executive Officer of Mayday Capital Advisors,
turnaround and restructuring firm. Mr. Baker received his Bachelors of Business Administration from Texas
A&M University and completed the Executive Program, M&A at Kellogg Graduate School of Management.
About Walter Investment Management Corp.
Walter Investment Management Corp. is an independent servicer and originator of mortgage loans and servicer of reverse mortgage loans. Based in Fort
Washington, Pennsylvania, the Company has approximately 4,100 employees and services a diverse loan portfolio. For more information about Walter Investment Management Corp., please visit the Companys website at www.walterinvestment.com.
The information on the Companys website is not a part of this release.
Cautionary Statements Regarding Forward-Looking Information
Certain statements in this press release constitute 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, as amended. Statements that are not historical fact are forward-looking statements. Certain of these forward-looking statements can be identified by the use of words such as
believes, anticipates, expects, intends, plans, projects, estimates, assumes, may, should, could, would,
shall, will, seeks, targets, future, or other similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors, and our actual
results, performance or achievements could differ materially from results, performance or achievements expressed in these forward-looking statements. Such statements include, but are not limited to, statements relating to the prepackaged plan and
court-supervised restructuring process, descriptions of managements strategy, plans, objectives, expectations, or intentions and descriptions of assumptions underlying any of the above matters and other statements that are not historical fact.
These forward-looking statements are based on the Companys current beliefs, intentions and expectations and are not guarantees or indicative of
future performance, nor should any conclusions be drawn or assumptions be made as to any potential outcome of any proposed transactions or senior executive changes the Company announces, considers or seeks to implement. Important assumptions and
other important factors that could cause actual results to differ materially from those forward-looking statements include, but are not limited to, those factors, risks and uncertainties described in more detail under the heading Risk
Factors and elsewhere in the Companys annual and quarterly reports, including amendments thereto, and other filings with the Securities and Exchange Commission.
SVP & Chief Accounting Officer