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NOTE 15 OTHER BORROWINGS

6 Months Ended

Jun. 30, 2013

NOTE 15

OTHER BORROWINGS

Lines of credit and other secured and unsecured borrowings are comprised of the following at the dates indicated:

				Available		Balance Outstanding
Borrowings	Collateral	Interest Rate	Maturity	Borrowing Capacity		June 30, 2013			December 31, 2012

Servicing:
SSTL (1)	(1)	1ML + 550 bps; LIBOR floor of 150 bps (1)	Sept. 2016	$	—	$	—		$	314,229
SSTL (2)	(2)	(2)	Feb. 2018		—		1,296,750			—

Senior unsecured term loan (3)		1-Month Euro-dollar rate + 675 bps with a Eurodollar floor of 150 bps	Mar. 2017		—		—			75,000
Financing liability – MSRs pledged (4)	MSRs (4)	(4)	(4)		—		428,339			303,705
Financing liability – MSRs pledged (5)	MSRs (5)	(5)	(5)		—		—			2,603
Promissory note (6)	MSRs	1ML + 350 bps	May 2017		—		17,844			18,466
Repurchase agreement	Loans held for sale (LHFS)	1 ML + 250 – 345 bps	Apr. 2014		92,579		7,421			—
					92,579		1,750,354			714,003

Lending:
Master repurchase agreement (7)	LHFS	1ML + 175 bps	Mar. 2014		231,875		68,125			88,122
Participation agreement (8)	LHFS	N/A	May 2014		—		21,742			58,938
Master repurchase agreement (9)	LHFS	1ML + 200 bps	Aug. 2013		143,392		106,608			133,995
Master repurchase agreement	LHFS	1ML + 200 bps	Jul. 2013		216,806		83,194			107,020
Master repurchase agreement	LHFS	1ML + 275 bps	Aug. 2013		39,690		60,310			—
Financing liability – MSRs pledged (5)	MSRs (5)	(5)	(5)		—		10,068			—
Secured borrowings - owed to securitization investors (10)	Loans held for investment	1ML + 220 bps	(10)		—		73,641			—
					631,763		423,688			388,075

Corporate Items and Other
Securities sold under an agreement to repurchase (11)	Ocwen Real Estate Asset Liquidating Trust 2007-1 Notes	Class A-2 notes: 1ML + 200 bps; Class A-3 notes: 1ML + 300 bps	Monthly		—		4,045			2,833
					724,342		2,178,087			1,104,911

Discount (1) (2)					—		(6,009	)		(8,232	)
				$	724,342	$	2,172,078		$	1,096,679

(1)

In February 2013, we repaid this loan in full and wrote off the remaining discount as part of the loss on extinguishment.

(2)

On February 15, 2013, we entered into a new SSTL facility agreement and borrowed $1.3 billion that was used principally to fund the ResCap Acquisition and repay the balance of the previous SSTL. The loan was issued with an original issue discount of $6.5 million that we are amortizing over the term of the loan. We are required to repay the principal amount of the borrowings in consecutive quarterly installments of $3.3 million. In addition, we are required to use the net cash proceeds (as defined) from any asset sale (as defined) to repay loan principal. Generally, this provision applies to non-operating sales of assets, such as the HLSS Transactions, and generally, net cash proceeds represent the proceeds from the sale of the assets, net of the repayment of any debt secured by a lien on the assets sold. The borrowings are secured by a first priority security interest in substantially all of the assets of Ocwen. Borrowings bear interest, at the election of Ocwen, at a rate per annum equal to either (a) the base rate [the greatest of (i) the prime rate in effect on such day, (ii) the federal funds rate in effect on such day plus 0.50% and (iii) the one-month Eurodollar rate (1-Month LIBOR)], plus a margin of 2.75% and a base rate floor of 2.25% or (b) the one month Eurodollar rate, plus a margin of 3.75% with a 1-Month LIBOR floor of 1.25%. To date we have elected option (b) to determine the interest rate.

(3)

We repaid this loan in full in February 2013.

(4)

As part of the HLSS Transactions, we transfer certain Rights to MSRs to HLSS. Because we have not yet transferred legal title to the MSRs, we account for these transfers as financings with the proceeds from the sale of the Rights to MSRs recorded as a financing liability. The financing liability is amortized using the interest method with the servicing income that is remitted to HLSS representing payments of principal and interest. The liability has no contractual maturity but is amortized over the estimated life of the transferred Rights to MSRs. The balance of the liability is reduced each month based on the change in the estimated fair value of the transferred rights to MSRs. See Note 3 – Transfers of Financial Assets for additional information.

(5)

We sold MSRs for certain loans to an unrelated third party in December 2012 and June 2013; however, we are required to repurchase the MSRs for any loans that cannot be refinanced by the purchaser under the federal government’s Home Affordable Refinance Program (HARP). As a result, the sale is being accounted for as a financing. The financing liability is being amortized using the interest method with the servicing income that is remitted to the purchaser representing payments of principal and interest. In June 2013, we derecognized a portion of the liability from the December 2012 sale related to loans that had been refinanced under HARP and recognized a $3.2 million gain on the retirement of the financing liability.

(6)

Prepayments of the balance on this note may be required if the borrowing base, as defined, falls below the amount of the note outstanding.

(7)

On March 19, 2013, the maturity date of the Master Repurchase Agreement was extended to March 18, 2014 and the maximum borrowing capacity was increased to $120.0 million to $300.0 million.

(8)

Under this participation agreement, the lender provides financing on an uncommitted basis for up to $100.0 million at the discretion of the lender. The participation agreement allows the lender to acquire a 100% beneficial interest in the underlying mortgage loans. However, the transaction does not qualify for sales accounting treatment and is, therefore, accounted for as a financing. The lender earns the stated interest rate of the underlying mortgage loans while the loans are financed under the participation agreement. In April 2013, we extended the participation agreement maturity date to May 31, 2014.

(9)

On June 12, 2013, the maturity date of the Master Repurchase Agreement was extended to August 2, 2013.

(10)

This represents amounts due to the holders of beneficial interests in Ginnie Mae guaranteed securitization that we include in our consolidated financial statements because the transfers of reverse mortgage loans to the trusts did not qualify for sales accounting treatment. There are no maturity dates; the borrowings mature as the related loans are repaid.

(11)

This agreement has no stated credit limit and lending is determined for each transaction based on the acceptability of the securities presented as collateral.