Amended Current Report Filing (8-k/a)
13 Februar 2018 - 12:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
(Amendment No. 2)
Current Report
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2018
Ditech Holding Corporation
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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001-
13417
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13-3950486
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1100 Virginia Drive, Suite 100
Fort Washington, PA 19034
(Address of principal executive offices, including zip code)
(844)
714-8603
(Registrant’s telephone number, including area code)
Walter Investment Management Corp.
(Former 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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 Act. ☐
Explanatory Note:
As previously disclosed, on November 30, 2017, Walter Investment Management Corp. filed a voluntary petition (the “
Bankruptcy
Petition
,” and the case commenced thereby, the “
Chapter 11 Case
”) under chapter 11 of title 11 of the United States Code (the “
Bankruptcy Code
”) in the United States Bankruptcy Court for the Southern
District of New York (the “
Court
”) to pursue its previously announced Prepackaged Chapter 11 Plan of Reorganization, dated November 6, 2017. On January 17, 2018, the Court approved the Amended Prepackaged Chapter 11 Plan
of Walter Investment Management Corp. and the Affiliate
Co-Plan
Proponents (as confirmed, the “
Prepackaged Plan
”), and on January 18, 2018, entered an order confirming such approval (the
“
Confirmation Order
”). The Prepackaged Plan and the Confirmation Order were previously filed by the Company (as defined below) as Exhibit 2.1 to its Current Report on Form
8-K,
filed on
January 19, 2018.
On February 9, 2018 (the “
Effective Date
”), the Prepackaged Plan became effective pursuant
to its terms and the Company emerged from the Chapter 11 Case. The name of Walter Investment Management Corp. was, on the Effective Date, changed to Ditech Holding Corporation (the “
Company
”).
On February 9, 2018, the Company filed a Form
8-K
with the Securities and Exchange Commission (as
amended on February 12, 2018, the “
Original
8-K
”) describing the material terms of the Company’s emergence from the Chapter 11 Case.
The sole purpose of this Amendment No. 2 on Form
8-K/A
is to (i) provide an update as to the
composition of the committees of the Board of Directors (the “
Board
”) and the appointment of the Chairman of the Board, and (ii) correct typographical errors in Exhibit A to Exhibit 3.1, including the definition of
“conversion multiple”.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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The following provides an update to the committee composition of the Board and the Board’s Chairman. No other changes or amendments are
made to Item 5.02 of the Original
8-K.
As previously announced, as of the Effective Date, the
Board of Directors of the Company consists of the following nine directors: continuing directors George M. Awad, Daniel G. Beltzman, and Neal P. Goldman and new directors David S. Ascher, Seth L. Bartlett, John R. Brecker, Thomas F. Marano, Thomas
G. Miglis and Samuel T. Ramsey.
On February 9, 2018, the Board of Directors established and made the following committee
appointments:
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Audit Committee: John R. Brecker, Neal P. Goldman and Samuel T. Ramsey.
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Compensation and Human Resources Committee: David S. Ascher, Seth L. Bartlett, Daniel G. Beltzman, Thomas F. Marano and Thomas G. Miglis.
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Nominating and Corporate Governance Committee: David S. Ascher, George M. Awad, Daniel G. Beltzman, John R. Brecker and Thomas F. Marano.
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Compliance Committee: George M. Awad, Neal P. Goldman and Samuel T. Ramsey.
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Technology and Operations Committee: David S. Ascher, Seth L. Bartlett and Thomas G. Miglis.
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2
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Finance Committee: John R. Brecker, Thomas F. Marano and Samuel T. Ramsey.
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In addition, on
February 9, 2018, the Board appointed Thomas F. Marano as its Chairman.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits
See Exhibit Index
3
EXHIBIT INDEX
SIGNATURE
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.
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Ditech Holding Corporation
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Date: February 13, 2018
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By:
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/s/ John J. Haas
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John J. Haas, General Counsel, Chief
Legal
Officer and Secretary
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Walter Investment Management Corp. (delisted) (NYSE:WAC)
Historical Stock Chart
Von Dez 2024 bis Jan 2025
Walter Investment Management Corp. (delisted) (NYSE:WAC)
Historical Stock Chart
Von Jan 2024 bis Jan 2025
