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SEC Filings

8-K
DITECH HOLDING CORP filed this Form 8-K on 02/21/2019
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with respect to certain Debtors, (vii) the loss or suspension of Ditech Financial’s or RMS status as an approved servicer or an approved issuer by Fannie Mae, Freddie Mac or Ginnie Mae, and (viii) the exercise of remedies by certain counterparties of the Debtors (x) against any collateral of the DIP Lenders or (y) in a manner that is materially adverse to the rights, claims or interests of the DIP Lenders.

The DIP Facilities are scheduled to mature upon the earliest to occur of (a) the effective date of a plan of reorganization in any of the Chapter 11 Cases, (b) the consummation of a sale under section 363 of the Bankruptcy Code of all or substantially all of the assets of the Debtors, or (c) 180 days after the filing of the Chapter 11 Cases.

The foregoing description of the DIP Facilities does not purport to be complete and is qualified in its entirety by reference to the full text of the Forward Repo Agreement, Reverse Repo Agreement, 2019-VF1 Agency Supplement, 2019-VF1 PLS Supplement, Netting Agreement and Master Refinancing Agreement.

 

Item 8.01

Other Events.

The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Cases.

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 and Section 21E of the Exchange Act. 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,” “shall,” “will,” “seeks,” “targets,” “future,” or other similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors, and the Company’s actual results, performance or achievements could differ materially from future results, performance or achievements expressed in these forward-looking statements. Such statements include, but are not limited to, statements relating to: the terms of and potential transactions contemplated by the RSA; the Chapter 11 Cases and Restructuring; the Commitment Letter and the DIP Facilities; management’s strategy, plans, opportunities, 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 Company’s 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 potential transactions or strategic initiatives the Company considers. Risks and uncertainties relating to the proposed Restructuring include: the ability of the Company to comply with the terms of the RSA and DIP Facilities, including completing various stages of the Restructuring within the dates specified by the RSA and DIP Facilities; the ability of the Company to obtain requisite support for the Restructuring from various stakeholders; the ability of the Company to successfully execute the transactions contemplated by the RSA without substantial disruption to the business of one or more of its primary operating or other subsidiaries; and the effects of disruption from the proposed Restructuring making it more difficult to maintain business, financing and operational relationships, to retain key executives and to maintain various licenses and approvals necessary for the

 

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