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Borrowings
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Borrowings
Note 14 — Borrowings
Advance Match Funded Liabilities
Available Borrowing Capacity
Outstanding Balance at December 31,
Borrowing Type
Expected Repayment Date (1)
Un-committed
Committed
20232022
$500 million Ocwen Master Advance Receivables Trust (OMART) - Advance Receivables Backed Notes - Series 2015-Variable Funding (VF) 5 (2) (3)
August 2025$50.0 $40.2 $409.8 $422.5 
$200 million Ocwen GSE Advance Funding (OGAF) - Advance Receivables Backed Notes, Series 2015-VF1 (2) (4)
August 2025— 110.9 89.1 90.0 
$14.4 million EBO Advance facility (5)
May 202613.5 — 0.9 1.2 
$63.5 $151.1 $499.7 $513.7 
Weighted average interest rate (6)
8.07 %7.09 %
(1)The Expected Repayment Date of our facilities, as defined, is the date on which the revolving period ends under each advance facility note and repayment of the outstanding balance is required if the note is not renewed or extended. In certain of our advance facilities, there are multiple notes outstanding.
(2)The committed borrowing capacity under the OMART and OGAF facilities is available to us provided that we have sufficient eligible collateral to pledge. At December 31, 2023, none of the available borrowing capacity of the OMART and OGAF advance financing notes could be used based on the amount of eligible collateral.
(3)In August 2023, the Expected Repayment Date was extended to August 13, 2025 and the borrowing capacity was increased from $450.0 million to $500.0 million.
(4)In August 2023, the Expected Repayment Date was changed to August 22, 2025 and the borrowing capacity was increased from $90.0 million to $200.0 million.
(5)At December 31, 2023, none of the available borrowing capacity of the facility could be used based on the amount of eligible collateral.
(6)The weighted average interest rate excludes the effect of the amortization of prepaid lender fees. At December 31, 2023 and 2022, the balance of unamortized prepaid lender fees was $5.5 million and $2.3 million, respectively, and are included in Other assets in our consolidated balance sheets.

Mortgage Loan Financing Facilities
Available Borrowing CapacityOutstanding Balance at December 31,
Borrowing TypeCollateral MaturityUn-committedCommitted (1)20232022
$175 million Master repurchase agreement (2)
Loans held for sale (LHFS), Receivables and REO October 2024$125.0 $34.3 $15.7$142.2
Master repurchase agreement (3)LHFS and Loans held for investment (LHFI)N/A— — —100.3
$350 million Mortgage warehouse agreement (4)
LHFSN/A350.0 — — —
$400 million Participation agreement (5)
LHFSSeptember 2024316.1 — 83.964.3
$200 million Master repurchase agreement (6)
LHFS, LHFI and receivables
September 2024— 135.8 64.226.1 
Master repurchase agreement (7)
LHFSJune 2024— 1.0 — — 
$40 million Loan and security agreement (8)
 LHFI
April 2024— 40.0 —7.8
$204 million Master purchase and servicing agreement (9)
LHFS and LHFIMarch 2024132.9 — 71.144.2 
$230 million Mortgage warehouse agreement (10)
LHFS and Receivables
(10)
217.8 — 12.221.9 
Master repurchase agreement (11)
LHFS
(11)
— — 151.7— 
$50 million Loan and security agreement (12)
LHFS and Receivables
March 2024
— 50.0 —7.2 
$500 million Master repurchase agreement (13)
LHFS and LHFI
April 2024250.0 81.6 168.4288.8 
$200 million Master repurchase agreement (14)
LHFS,
Receivables and REO		April 2024200.0 — —— 
OLIT Asset-Backed Notes (15)Reverse LHFS,
Receivables and REO		June 2036— — 164.4— 
$30 million Loan and security agreement (16)
LHFI
September 2024— 30.0 —— 
Total Mortgage Loan Financing Facilities
$1,591.7 $372.7 $731.6$702.7
Unamortized discount and debt issuance costs - OLIT Notes$(21.0)$—
Total Mortgage Loan Financing Facilities, net$710.6$702.7
Weighted average interest rate (17)
6.15 %5.74 %
(1)Of the borrowing capacity on mortgage loan financing facilities extended on a committed basis, $39.2 million of the available borrowing capacity could be used at December 31, 2023 based on the amount of eligible collateral that could be pledged on a committed basis.
(2)In October 2023, the maturity date of the facility was extended to October 11,2024.
(3)On February 9, 2023, we voluntarily allowed the facility to mature.
(4)This agreement has no stated maturity date. In 2023, the uncommitted borrowing capacity was increased from $50.0 million to $350.0 million.
(5)In September 2023, the maturity date was extended to September 20, 2024 and the uncommitted borrowing capacity was reduced from $650.0 million to $400.0 million after November 30, 2023 upon mutual agreement.
(6)In September 2023, the maturity date was extended to September 20, 2024 and the committed borrowing capacity was increased from $173.0 million to $200.0 million.
(7)In June 2023, the maturity date was extended to June 22, 2024.
(8)In July 2023, the committed borrowing capacity was reduced from $50.0 million to $40.0 million. In January 2024, the maturity date was extended to April 9,2024.
(9)In May 2023, the maturity date was extended to March 31, 2024 and the interest rate margin was revised.
(10)The agreement has no stated maturity date, however each transaction has a maximum duration of four years.
(11)This repurchase agreement provides borrowing at our discretion up to a certain maximum amount of capacity on a rolling 90-day committed basis. This facility is structured as a gestation repurchase facility whereby dry Agency mortgage loans are transferred to a trust which issues a trust certificate that is pledged as the collateral for the borrowings. Each certificate is renewed monthly and the interest rate for this facility is 1-Month (1M) Term Secured Overnight Financing Rate (SOFR) plus applicable margin. See Note 2 — Securitizations and Variable Interest Entities for additional information.
(12)This revolving facility agreement provides committed borrowing capacity secured by eligible HECM loans that are active buyouts, as defined in the agreement. In April 2023, the maturity date was extended to March 31, 2024.
(13)In June 2023, the total borrowing capacity was increased to $700.0 million until November 30,2023 after which the borrowing capacity was reduced to $500.0 million, of which $250.0 million is committed. In April 2023, the maturity date was extended to April 6, 2024.
(14)On April 3, 2023, we entered into a master repurchase agreement with a total uncommitted borrowing capacity of $200.0 million to finance the purchase of reverse mortgage loans held for sale, claim receivables from HUD and REOs at an interest rate of 1M Term SOFR plus applicable margin.
(15)In June 2023, OLIT issued different classes of Asset-Backed Notes with an initial principal amount of $264.9 million, at a discount, with a stated interest rate of 3.0% and a mandatory call date of June 2026. Payments of interest and principal are made from available funds from a pool of reverse mortgage buyout loans and REOs in accordance with the indenture priority of payments. Also see Note 2 — Securitizations and Variable Interest Entities.
(16)On September 22, 2023, we entered into a Loan and security agreement with a total committed borrowing capacity of $30.0 million to finance HECM tails at an interest rate of 1M Term SOFR plus applicable margin.
(17)The weighted average interest rate excludes the effect of the amortization of prepaid lender fees. At December 31, 2023 and 2022, unamortized prepaid lender fees were $1.0 million and $0.5 million, respectively, and are included in Other assets in our consolidated balance sheets.
MSR Financing Facilities, netAvailable Borrowing CapacityOutstanding Balance at December 31,
Borrowing TypeCollateralMaturityUn-committedCommitted (1)20232022
$365 million GSE MSR financing facility (2)
MSRsJune 2024$— $122.1 $242.9$309.8
$250 million Ginnie Mae MSR financing facility (3)
MSRs, AdvancesApril 202437.5 — 212.5157.9
Ocwen Excess Spread-Collateralized Notes, Series 2022-PLS1 (4)
MSRsFebruary 2025— — 39.256.7
Secured Notes, Ocwen Asset Servicing Income Series Notes, Series 2014-1 (5)MSRsFebruary 2028— — 28.133.4
$400 million GSE MSR financing facility - (6)
MSRsDecember 2025— 6.1 393.9396.8
Total MSR financing facilities$37.5 $128.2 $916.6 $954.6 
Unamortized debt issuance costs - PLS Notes (7)
(0.4)(0.8)
Total MSR financing facilities, net$916.2$953.8
Weighted average interest rate (8)
8.18%7.31%
(1)Of the borrowing capacity on MSR financing facilities extended on a committed basis, $0.7 million of the available borrowing capacity could be used at December 31, 2023 based on the amount of eligible collateral that could be pledged on a committed basis.
(2)PHH’s obligations under this facility are secured by a lien on certain related MSRs. Ocwen guarantees the obligations of PHH under this facility. See Note 2 — Securitizations and Variable Interest Entities for additional information. We are subject to daily margining requirements under the terms of the facility. In June 2023, the maturity date of this facility was extended to June 28, 2024, the committed borrowing capacity was reduced by $185.0 million to $265.0 million, and the interest rate margin was revised. In December 2023, the committed borrowing capacity was increased to $365.0 million.
(3)In connection with this facility, PHH entered into a repurchase agreement pursuant to which PHH has sold a participation certificate representing certain economic interests in the Ginnie Mae MSRs and servicing advances and has agreed to repurchase such participation certificate at a future date at the repurchase price set forth in the repurchase agreement. PHH’s obligations under this facility are secured by a lien on the related Ginnie Mae MSRs and servicing advances. Ocwen guarantees the obligations of PHH under the facility. We are subject to daily margining requirements under the terms of the facility. In April 2023, the maturity date of this facility was extended to April 26, 2024. On September 29,2023, we entered into a joint assignment and assumption agreement and the total borrowing capacity of the facility was increased from $200.0 million to $250.0 million and the committed borrowing capacity was voluntarily reduced from $100.0 million to zero.
(4)The single class PLS Notes are an amortizing debt instrument with an original principal amount of $75.0 million and a fixed interest rate of 5.114%. The PLS Notes are issued by a trust (PLS Issuer) that is included in our consolidated financial statements, and PLS Issuer’s obligations under the facility are secured by a lien on the related PLS MSRs. Ocwen guarantees the obligations of PLS Issuer under the
facility. The principal balance amortizes in accordance with a predetermined schedule subject to modification under certain events, with a final payment due in February 2025. See Note 2 — Securitizations and Variable Interest Entities for additional information.
(5)OASIS noteholders are entitled to receive a monthly payment equal to the sum of: (a) 21 basis points of the UPB of the reference pool of Freddie Mac mortgages; (b) any termination payment amounts; (c) any excess refinance amounts; and (d) the note redemption amounts, each as defined in the indenture supplement for the notes. Monthly amortization of the liability is estimated using the proportion of monthly projected service fees on the underlying MSRs as a percentage of lifetime projected fees, adjusted for the term of the notes.
(6)This facility is secured by a lien on certain of PHH’s Agency MSRs and is subject to daily margining requirements. Any outstanding borrowings on the revolving loan will convert into a term loan in November 2024.
(7)At December 31, 2023 and 2022, unamortized prepaid lender fees related to revolving-type MSR financing facilities were $3.6 million and $4.9 million, respectively, and are included in Other assets in our consolidated balance sheets.
(8)The weighted average interest rate excludes the effect of the amortization of debt issuance costs and prepaid lender fees.
Senior Notes
Outstanding Balance at December 31,
Interest Rate (1)Maturity20232022
PMC Senior Secured Notes7.875%March 2026$360.0 $375.0 
OFC Senior Secured Notes (due to related parties)
12% paid in cash or 13.25% paid-in-kind
March 2027285.0 285.0 
Principal balance645.0 660.0 
Discount (2)(0.9)(1.3)
Unamortized debt issuance costs (2)(3.0)(4.3)
PMC Senior Secured Notes(3.9)(5.6)
Discount (2) (3)
(39.1)(47.3)
Unamortized debt issuance costs (2)(6.2)(7.5)
OFC Senior Secured Notes(45.3)(54.8)
$595.8 $599.6 
(1)Excluding the effect of the amortization of debt issuance costs and discount.
(2)The discount and debt issuance costs are amortized to interest expense through the maturity of the respective notes.
(3)Includes original issue discount (OID) and additional discount related to the concurrent issuance of warrants and common stock. See below for additional information.
Issuance of 7.875% Senior Secured Notes due 2026
On March 4, 2021, PHH (formerly referred to as PMC) completed the issuance and sale of $400.0 million aggregate principal amount of 7.875% senior secured notes due March 15, 2026 (the PMC Senior Secured Notes) at a discount of $2.1 million. The PMC Senior Secured Notes are guaranteed on a senior secured basis by Ocwen and PHH Corporation and were sold in an offering exempt from the registration requirements of the Securities Act of 1933, as amended (the Securities Act). Interest on the PMC Senior Secured Notes accrues at a rate of 7.875% per annum and is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021.
PHH may redeem some or all of the PMC Senior Secured Notes at its option at the following redemption prices, plus accrued and unpaid interest, if any, on the notes redeemed to, but excluding, the redemption date if redeemed during the 12-month period beginning on March 15th of the years indicated below:
Redemption YearRedemption Price
2023103.938 %
2024101.969 
2025 and thereafter100.000 
The Indenture contains customary covenants for debt securities of this type that limit the ability of PHH Corporation and its restricted subsidiaries (including PHH) to, among other things, (i) incur or guarantee additional indebtedness, (ii) incur liens, (iii) pay dividends on or make distributions in respect of PHH Corporation’s capital stock or make other restricted payments, (iv) make investments, (v) consolidate, merge, sell or otherwise dispose of certain assets, and (vi) enter into transactions with Ocwen’s affiliates.
In 2023 and 2022, we repurchased and extinguished a total of $15.0 million and $25.0 million, respectively, of the PMC Senior Secured Notes in the open market for a price of $13.5 million and $23.6 million, and recognized a gain of $1.3 million and $0.9 million on debt extinguishment, net of the respective write-off of unamortized discount and debt issuance costs.
Issuance of OFC Senior Secured Notes
On March 4, 2021, Ocwen completed the private placement of $199.5 million aggregate principal amount of senior secured notes (the OFC Senior Secured Notes) with an OID of $24.5 million to certain entities owned by funds and accounts managed by Oaktree Capital Management, L.P. (the Oaktree Investors). Concurrent with the issuance of the OFC Senior Secured Notes, Ocwen issued to the Oaktree Investors warrants to purchase shares of its common stock. The $158.5 million proceeds were allocated to the OFC Senior Secured Notes on a relative fair value basis resulting in an initial discount.
On May 3, 2021, Ocwen issued to Oaktree the second tranche of the OFC Senior Secured Notes in an aggregate principal amount of $85.5 million with an OID of $10.5 million. Concurrent with the issuance of the second tranche of OFC Senior Secured Notes, Ocwen issued to the Oaktree Investors shares and warrants to purchase shares of its common stock. The $68.0 million proceeds were allocated to the OFC Senior Secured Notes on a relative fair value basis resulting in an initial discount. See Note 16 — Stockholders’ Equity for additional information regarding the issuance of common stock and warrants.
The OFC Senior Secured Notes mature on March 4, 2027 with no amortization of principal. Interest is payable quarterly in arrears on the last business day of each March, June, September and December and accrues at the rate of 12% per annum to the extent interest is paid in cash or 13.25% per annum to the extent interest is “paid-in-kind” through an increase in the principal amount or the issuance of additional notes (PIK Interest). A minimum amount of interest is required to be paid in cash equal to the lesser of (i) 7% per annum of the outstanding principal amount of the OFC Senior Secured Notes and (ii) the total amount of unrestricted cash of Ocwen and its subsidiaries less the greater of $125.0 million and the minimum liquidity amounts required by any agency.
The OFC Senior Secured Notes are solely the obligation of Ocwen and are secured by a pledge of substantially all of the assets of Ocwen, including a pledge of the equity of Ocwen’s directly held subsidiaries. The lien on Ocwen’s assets securing the OFC Senior Secured Notes is junior to the lien securing Ocwen’s guarantee of the 7.875% PMC Senior Secured Notes described above. The OFC Senior Secured Notes are not guaranteed by any of Ocwen’s subsidiaries nor are they secured by a pledge or lien on any assets of Ocwen’s subsidiaries.
Prior to March 4, 2026, we are permitted to redeem the OFC Senior Secured Notes in whole or in part at any time at a redemption price equal to par, plus a make-whole premium, plus accrued and unpaid interest. The make-whole premium represents the present value of all scheduled interest payments due through March 4, 2026. On and after March 4, 2026, we will be permitted to redeem the OFC Senior Secured Notes in whole or in part at any time at a redemption price equal to par plus accrued and unpaid interest.
Credit Ratings
Credit ratings are intended to be an indicator of the creditworthiness of a company’s debt obligations. On January 25, 2024, S&P affirmed the issuer credit rating for Ocwen of “B-” and the “B” rating of the PMC Senior Secured Notes. On August 15, 2022, Moody’s affirmed PHH’s long-term corporate family ratings of Caa1 and revised their outlook to Positive from Stable. It is possible that additional actions by credit rating agencies could have a material adverse impact on our liquidity and funding position, including materially changing the terms on which we may be able to borrow money.
Covenants
Under the terms of our debt agreements, we are subject to various affirmative and negative covenants. Collectively, these covenants include:
•Financial covenants, including, but not limited to, specified levels of net worth, liquidity and leverage;
•Covenants to operate in material compliance with applicable laws;
•Restrictions on our ability to engage in various activities, including but not limited to incurring or guarantying additional forms of debt, paying dividends or making distributions on or purchasing equity interests of Ocwen and its subsidiaries, repurchasing or redeeming capital stock or junior capital, repurchasing or redeeming subordinated debt prior to maturity, issuing preferred stock, selling or transferring assets or making loans or investments or other restricted payments, entering into mergers or consolidations or sales of all or substantially all of the assets of Ocwen and its subsidiaries or of PHH Corporation or PHH and their respective subsidiaries, creating liens on assets to secure debt, and entering into transactions with affiliates;
•Monitoring and reporting of various specified transactions or events, including specific reporting on defined events affecting collateral underlying certain debt agreements; and
•Requirements to provide audited financial statements within specified timeframes, including requirements that Ocwen’s financial statements and the related audit report be unqualified as to going concern.
The most restrictive consolidated net worth requirement contained in our debt agreements with borrowings outstanding at December 31, 2023, excluding additional Agency minimum requirements, is a minimum of $275.0 million and $300.0 million tangible net worth for Ocwen and PHH, respectively. The most restrictive liquidity requirement under our debt agreements with borrowings outstanding at December 31, 2023, excluding additional Agency minimum requirements, is for a minimum of $75.0 million for both Ocwen and PHH consolidated liquidity. The minimum tangible net worth and liquidity requirements at PHH contained in some debt agreements are also subject to the minimum requirements set forth by the Agencies, refer to Note 24 — Regulatory Requirements.
As a result of the covenants to which we are subject, we may be limited in the manner in which we conduct our business and may be limited in our ability to engage in favorable business and investment activities or raise certain types of capital to finance future operations or satisfy future liquidity needs. In addition, breaches or events that may result in a default under our debt agreements include, among other things, nonpayment of principal or interest, noncompliance with our covenants, breach of representations, the occurrence of a material adverse change, insolvency, bankruptcy, certain material judgments and changes of control.
Covenants and default provisions of this type are commonly found in debt agreements such as ours. Certain of these covenants and default provisions are open to subjective interpretation and, if our interpretation was contested by a lender, a court may ultimately be required to determine compliance or lack thereof. In addition, our debt agreements generally include cross default provisions such that a default under one agreement could trigger defaults under other agreements. If we fail to comply with our debt agreements and are unable to avoid, remedy or secure a waiver of any resulting default, we may be subject to adverse action by our lenders, including termination of further funding, acceleration of outstanding obligations, enforcement of liens against the assets securing or otherwise supporting our obligations and other legal remedies. Our lenders can waive their contractual rights in the event of a default.
We believe we were in compliance with all of the covenants in our debt agreements as of the date of these consolidated financial statements.
Collateral
Our assets held as collateral for secured borrowings and other unencumbered assets which may be subject to a lien under various collateralized borrowings are as follows at December 31, 2023:
AssetsPledged
Assets		Collateralized BorrowingsUnencumbered Assets (1)
Cash$201.6 $— $— $201.6 
Restricted cash53.5 53.5 6.3 — 
Loans held for sale677.3 618.4 605.0 58.8 
Loans held for investment - securitized (2)7,868.5 7,868.5 7,797.3 — 
Loans held for investment - unsecuritized101.5 63.1 56.1 38.3 
MSRs (3)1,604.6 1,616.2 1,119.5 0.9 
Advances, net678.8 574.5 545.6 104.2 
Receivables, net154.8 50.8 51.1 103.9 
REO18.3 12.5 13.0 5.7 
Total (4)$11,358.8 $10,857.7 $10,194.1 $513.5 
(1)Certain assets are pledged as collateral to the PMC Senior Secured Notes and OFC Senior Secured (second lien) Notes.
(2)Reverse mortgage loans and real estate owned are pledged as collateral to the HMBS beneficial interest holders, and are not available to satisfy the claims of our creditors. Ginnie Mae, as guarantor of the HMBS, is obligated to the holders of the HMBS in an instance of PHH’s default on its servicing obligations, or if the proceeds realized on HECMs are insufficient to repay all outstanding HMBS related obligations. Ginnie Mae has recourse to PHH in connection with certain claims relating to the performance and obligations of PHH as both issuer of HMBS and servicer of HECMs underlying HMBS.
(3)Excludes MSRs transferred to MAV, Rithm and others, and associated Pledged MSR liability recorded as sale accounting criteria are not met. Pledged assets exceed the MSR asset balance due to the netting of certain PLS MSR portfolios with negative and positive fair values as eligible collateral.
(4)The total of selected assets disclosed in the above table does not represent the total consolidated assets of Ocwen. For example, the total excludes premises and equipment and certain other assets.
The OFC Senior Secured Notes due 2027 have a second lien priority on specified security interests, as defined under the OFC Senior Secured Note Agreement and summarized in the table below, and have a priority lien on the following assets: investments by OFC in subsidiaries not guaranteeing the PMC Senior Secured Notes, including PHH Corporation and MAV; cash and investment accounts at OFC; and certain other assets, including receivables.
As of December 31, 2023
Specified net servicing advances$177.9
Specified deferred servicing fee4.1
Specified MSR value less borrowings586.2
Specified unrestricted cash balances124.2
Specified advance facility reserves15.7
Specified loan value116.1
Specified residual value—
Total$1,024.1
Maturities of Borrowings and Management’s Plans to Address Maturing Borrowings
Certain of our borrowings mature within one year of the date of issuance of these financial statements. Based on management’s evaluation, we expect to renew, replace or extend all such borrowings to the extent necessary to finance our business on or prior to their respective maturities consistent with our historical experience.
Expected Maturity/Repayment Date (1)
20242025202620272028ThereafterTotal
Balance		Fair
Value
Advance match funded liabilities$— $498.9 $0.9 $— $— $— $499.7 $499.7 
Mortgage loan financing facilities
567.2 — 164.4 — — — 731.6 717.6 
MSR financing facilities469.3 419.2 — — 28.1 — 916.6 900.3 
Senior notes
— — 360.0 285.0 — — 645.0 556.5 
$1,036.5 $918.1 $525.2 $285.0 $28.1 $— $2,792.9 $2,674.1 
(1)Amounts are exclusive of any related discount, unamortized debt issuance costs or fair value adjustment.
Our MSR financing facilities provide funding based on an advance rate of MSR value that is subject to periodic mark-to-market valuation adjustments. In the normal course, MSR value is expected to decline over time due to runoff of the loan balances in our servicing portfolio. As a result, we anticipate having to repay a portion of our MSR debt over a given time period. The requirements to repay MSR debt including those due to unfavorable fair value adjustment, for example due to a decline in market interest rates, may require us to allocate a substantial amount of our available liquidity or future cash flows to meet these requirements.