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 Companys 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 Companys 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 NYSEs 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 Companys Securities remain unchanged, and the expected transition to the
over-the-counter market does not change the Companys 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 Companys material debt obligations and is
not expected to impact the Companys business operations.
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 Companys 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