XML 16 R39.htm IDEA: XBRL DOCUMENT v2.4.0.6
NOTE 32 SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2011
Subsequent Events [Text Block]

NOTE 32 SUBSEQUENT EVENTS


On January 27, 2012, Ocwen terminated its foreign exchange forward contracts which had a notional balance of $46,200 at December 31, 2011 and recognized a gain of $3,359. See Note 19 for additional information on these derivative financial instruments.


On February 10, 2012, OLS entered into an agreement to sell to HLSS Holdings, LLC (HLSS Holdings), a wholly owned subsidiary of Home Loan Servicing Solutions, Ltd. (HLSS), the right to receive the servicing fees, excluding ancillary income, relating to certain mortgage servicing (Rights to MSRs) for approximately $16 billion of UPB and related servicing advances that Ocwen acquired in connection with the HomEq Acquisition. With the exception of the Class D Term Note, HLSS Holdings will also assume the related match funded liabilities under the structured servicing advance financing facility that Ocwen entered into to fund the advances that were acquired. We refer to this sale to HLSS Holdings of the Rights to MSRs and related servicing advances and the assumption of the HomEq Servicing advance facility by HLSS Holdings as the HLSS Transaction. Prior to the closing of the HLSS Transaction, Ocwen will repay the Class D Term Notes which had an outstanding balance of $11,638 at December 31, 2011. See Note 13 for additional information regarding the match funded liabilities to be assumed by HLSS Holdings.


OLS also entered into an agreement with HLSS Holdings for the provision of certain professional services to OLS and the provision by OLS of certain professional services to HLSS Holdings. Services provided by HLSS Holdings include pricing and valuation analysis of potential MSR acquisitions, treasury management services and other similar services. Services provided by OLS include legal, licensing and regulatory compliance support services, risk management services and other similar services. This agreement has an initial term of six years and is subject to termination by either party upon the occurrence of certain events. The fees charged by OLS and HLSS Holdings are based on the actual costs incurred by the party providing the service plus an additional markup of 15%.


As part of the HLSS Transaction, OLS will retain legal ownership of the MSRs and continue to service the related mortgage loans. However, OLS will service the loans for a reduced fee because HLSS Holdings will assume the match funded liabilities as well as the obligation to make and finance future servicing advances related to the MSRs. OLS will be obligated to transfer legal ownership of the MSRs to HLSS Holdings if and when the required third party consents are obtained. At that time, OLS would commence subservicing the MSRs under essentially the same terms and conditions pursuant to a subservicing agreement with HLSS Holdings, which was also executed on February 10, 2012.


The HLSS Transaction will not close until HLSS completes an initial public offering of its ordinary shares and other closing conditions are satisfied. The HLSS Transaction will result in cash proceeds of approximately $181,000 to Ocwen, 25% of which will be used to reduce the balance on Ocwen’s senior secured term loan that it entered into on September 1, 2011 as required under the terms of the related loan agreement. The remainder will be used for general corporate purposes. See Note 15 for additional information regarding the senior secured term loan. As of December 31, 2011, Ocwen had paid fees of $1,479 on behalf of HLSS for organizational costs and costs associated with HLSS’ planned initial public offering. This amount is included in Other receivables. Ocwen may make additional payments on behalf of HLSS until the initial public offering is completed at which time Ocwen expects to be reimbursed by HLSS.


On February 27, 2012, we provided notice of redemption to all the holders of our 3.25% Convertible Notes stating our election to redeem all of the $56,435 outstanding notes on March 28, 2012 (Redemption Date).  Holders can have their notes redeemed at a price of 100% of principal outstanding, plus any accrued and unpaid interest. The Convertible Notes called for redemption may be converted at any time prior to the close of business on the business day prior to the Redemption Date.  Holders may convert their notes to shares of our common stock, at a conversion rate of 82.1693 per $1,000 (in dollars) principal amount of the Convertible Notes (representing a conversion price of $12.17 per share). Upon conversion, we can choose to satisfy all or any portion of the conversion obligation in cash.  We expect most of the holders to elect conversion and we plan to satisfy the entire conversion obligation in shares.  Assuming all holders elect to convert, the number of shares of common stock outstanding is expected to increase by 4,637,224. See Note 16 for additional information regarding the Convertible Notes.