Business Context and Reporting Period
This Form 8-K is a Current Report filed by New Residential Investment Corp. (the "Company") on April 10, 2015, regarding events occurring on April 6, 2015. The filing serves solely to attach definitive copies of five agreements (collectively, the "Agreements") previously described in a prior Form 8-K filed on April 7, 2015. These agreements relate to a proposed transaction involving Home Loan Servicing Solutions, Ltd. ("HLSS") and include a Termination Agreement, a Share and Asset Purchase Agreement, a Registration Rights Agreement, a Services Agreement, and a New Merger Agreement.
Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. This document is a procedural filing intended to provide the full text of transaction agreements as exhibits and does not contain financial statements or operational data for the reporting period.
Material Changes
The material change reported is the formal execution and filing of the definitive Agreements dated April 6, 2015, which govern the proposed merger and asset purchase transactions between the Company and HLSS. This filing supersedes the descriptive summaries provided in the April 7, 2015 Form 8-K by providing the complete legal text of the contracts.
Guidance, Outlook, and Risks
Outlook and Forward-Looking Statements: The filing contains forward-looking statements regarding the expected closing of the "New Merger" and its timing. Management states these are based on current expectations and are subject to uncertainties, including third-party consents. The Company disclaims any obligation to update these statements.
Risks and Contingencies: Key risks identified include:
- Uncertainties regarding the satisfaction of closing conditions for the New Merger.
- Unanticipated difficulties or expenditures related to the transactions.
- Uncertainty as to the timing of the New Merger.
- Potential litigation relating to the transactions.
- Impact on relationships with employees and third parties.
- Inability to obtain cost savings or synergies.
- Risks inherent to HLSS's business that could adversely affect the proposed transactions.
Shareholder Action: A meeting of HLSS shareholders will be announced to obtain approval for the New Merger. A definitive proxy statement will be filed with the SEC containing important information about the transaction.
Key Facts for Investor Verification
- Verify the terms of the New Merger and Purchase Agreements in the attached Exhibits 2.1 through 2.5, as the text in this filing is not a complete description of the agreements.
- Monitor the upcoming definitive proxy statement from HLSS for details on shareholder approval requirements and transaction specifics.
- Review the Company's and HLSS's Annual Reports (Form 10-K) and Quarterly Reports (Form 10-Q) for financial data and risk factors, as this 8-K contains no financial figures.
- Note that representations and warranties in the attached agreements are for contractual risk allocation and should not be relied upon as factual characterizations of the companies' current conditions.
- Be aware that the schedules to the Purchase Agreement and New Merger Agreement were omitted from this filing and are available only upon request to the SEC.