WEST PALM BEACH, Fla., Nov. 01, 2016 (GLOBE NEWSWIRE) — Ocwen Financial Corporation,(NYSE:OCN) (“Ocwen” or the “Company”), a leading financial services holding company, today announced that its subsidiary Ocwen Loan Servicing, LLC (“OLS”) commenced an offer to exchange (the “Exchange Offer”) all outstanding 6.625% Senior Notes due 2019 of Ocwen (the “Existing Notes”) held by eligible holders for up to $350 million aggregate principal amount of newly issued 8.375% Senior Secured Second Lien Notes due 2022 of OLS (the “New Second Lien Notes”) upon the terms and subject to the conditions set forth in the offering memorandum dated November 1, 2016 and the related letter of transmittal (collectively, the “Offering Materials”).The CUSIP numbers for the Existing Notes are: 675746 AF8 (Registered), U67503 AA7 (Reg S) and 675746 AE1 (Rule 144A).
The New Second Lien Notes will be jointly and severally guaranteed by Ocwen, Ocwen Mortgage Servicing, Inc., Homeward Residential Holdings, Inc., Homeward Residential, Inc. and Automotive Capital Services, Inc. (all of which are wholly-owned subsidiaries of Ocwen, collectively, the “Subsidiary Guarantors” and together with Ocwen, the “Guarantors”), which are the same entities that guarantee OLS’s senior secured term loan.The New Second Lien Notes and the related guarantees will be unsubordinated obligations of OLS and the Guarantors, respectively, and will be secured (subject in each case to certain exceptions and permitted liens) by a second-priority lien on all of the assets of OLS and the Guarantors that secure the senior secured term loan (the “Collateral”). The lien on the Collateral securing the New Second Lien Notes will be junior to the first priority lien securing the senior secured term loan.
The Exchange Offer will expire at 11:59 p.m., New York City time, on November 30, 2016, unless extended (such date and time, as the same may be extended, the “Expiration Date”). To be eligible to receive the applicable Total Exchange Consideration (as defined below), eligible holders must validly tender their Existing Notes at or prior to 5:00 p.m., New York City time, on November 15, 2016, unless extended (such date and time, as the same may be extended, the “Early Tender Date”). Tenders of Existing Notes may not be withdrawn after 5:00 p.m., New York City time, on November 15, 2016, unless extended (such date and time, as the same may be extended, the “Withdrawal Deadline”).
Upon the terms and subject to the conditions set forth in the Offering Material, eligible holders who validly tender and do not validly withdraw their Existing Notes on or prior to the Early Tender Date, and whose tenders are accepted for exchange, will receive, the Total Exchange Consideration which consists of $950 principal amount of New Second Lien Notes for each $1,000 principal amount of Existing Notes validly tendered prior to the Expiration Date and accepted for exchange (the “Exchange Consideration”), plus an early tender premium equal to $50 principal amount of New Second Lien Notes for each $1,000 principal amount of Existing Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date (the “Early Tender Premium”). Eligible holders validly tendering their Existing Notes after the Early Tender Date and on or prior to the Expiration Date will only be eligible to receive the Exchange Consideration.
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