Print Page  Close Window

SEC Filings

8-K
DITECH HOLDING CORP filed this Form 8-K on 11/06/2018
Entire Document
 


Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 6, 2018, Ditech Holding Corporation (the “Company”) received written notice from the New York Stock Exchange (the “NYSE”) that the NYSE suspended trading in, and has determined to commence proceedings to delist, the Company’s common stock, par value $0.01 per share (the “Common Stock”) (ticker symbol DHCP), Series A Warrants (the “Series A Warrants”) (ticker symbol DHCP WS A), and Series B Warrants (the “Series B Warrants” and collectively with the Series A Warrants, the “Warrants”) (ticker symbol DHCP WS B) from the NYSE. The delisting is a result of the Company’s failure to comply with the continued listing standard set forth in Section 802.01B of the NYSE Listed Company Manual which requires the Company to maintain an average global market capitalization over a consecutive 30 trading-day period of at least $15 million for its Common Stock. The Company does not intend to appeal the NYSE’s decision.

The Company expects that its Common Stock and Warrants (collectively, the “Securities”) will be traded in the over-the-counter market, although no assurance can be given that an active market will be maintained for the Securities. The over-the-counter market is a significantly more limited market than the NYSE, and the transition from the NYSE to the over-the-counter market is expected to result in there being a less liquid market available for existing and potential holders of the Securities to trade the Securities, and could further depress the trading price of the Securities. There can be no assurance that any public market for the Securities will develop in the future.

The rights of the holders of the Company’s Securities remain unchanged, and the expected transition to the over-the-counter market does not change the Company’s obligation to file periodic and other reports with the Securities and Exchange Commission under applicable federal securities laws. The NYSE suspension of trading in, and delisting of, the Securities is not a violation of the terms of, and does not constitute a default or event of default under, any of the Company’s material debt obligations and is not expected to impact the Company’s business operations.

 

Item 7.01.

Regulation FD Disclosure.

On November 6, 2018, the Company issued a press release announcing receipt of the notice described in Item 3.01 above. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The Company’s Board of Directors is continuing its previously announced review of strategic alternatives. The Company does not intend to discuss or disclose developments with respect to this process unless and until the Company has entered into a definitive agreement that is material to the Company or the Company has otherwise determined that further disclosure is appropriate or required by law. No timetable has been established for the completion of the strategic review.

The information included in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Cautionary Statements Regarding Forward-Looking Information

Certain statements in this Form 8-K 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 of

 

2