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Borrowings
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Borrowings
Note 13 – Borrowings
Advance Match Funded Liabilities
Available Borrowing Capacity
Outstanding Balance
Borrowing Type
Expected Repayment Date (1)
Uncommitted
Committed
September 30, 2024December 31, 2023
$500 million Ocwen Master Advance Receivables Trust (OMART) - Advance Receivables Backed Notes - Series 2015-Variable Funding (VF) 5 (2)
August 2025$50.0 $117.2 $332.8 $409.8 
$200 million Ocwen GSE Advance Funding (OGAF) - Advance Receivables Backed Notes, Series 2015-VF1 (2)
August 2025— 156.2 43.8 89.1 
$14.4 million EBO Advance facility (3)
May 202613.8 — 0.6 0.9 
Total Advance match funded liabilities
$63.8 $273.4 $377.2 $499.7 
Weighted average interest rate (4)
7.85 %8.07 %
(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 September 30, 2024, 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)At September 30, 2024, none of the available borrowing capacity of the facility could be used based on the amount of eligible collateral.
(4)The weighted average interest rate excludes the effect of the amortization of prepaid lender fees. At September 30, 2024 and December 31, 2023, the balance of unamortized prepaid lender fees was $2.9 million and $5.5 million, respectively, and are included in Other assets in our consolidated balance sheets. At September 30, 2024 and December 31, 2023, 1-Month (1M) Term Secured Overnight Financing Rate (SOFR) was 4.85% and 5.35%, respectively.
Mortgage Loan Financing Facilities
Available Borrowing Capacity Outstanding Balance
Borrowing TypeCollateralMaturity
Uncommitted
Committed (1)September 30, 2024December 31, 2023
Financing Agreements
$175 million Master repurchase agreement (2)
Loans held for sale (LHFS), Receivables and REONovember 2024$125.0 $45.6 $4.4 $15.7 
$40 million Mortgage warehouse agreement (3)
 LHFIDecember 2024— 40.0 — — 
$500 million Master repurchase agreement (4)
LHFS and LHFI
January 2025
240.0 — 260.0 168.4 
$205 million Mortgage warehouse agreement (5)
LHFS and LHFIMay 202565.8 — 139.2 71.1 
Master repurchase agreement (6)
LHFSSeptember 2025— 1.0 — — 
$500 million Participation agreement (7)
LHFSSeptember 2025 355.5 — 144.5 83.9 
$250 million Master repurchase agreement (8)
LHFS, LHFI and ReceivablesSeptember 2025— 190.2 59.8 64.2 
$40 million Loan and security agreement (9)
LHFI
September 2025— 28.6 11.4 — 
Securities Master repurchase agreement (10)
Reverse LHFS,
Receivables and REO		N/A3.5 — 6.0 — 
$350 million Mortgage warehouse agreement (11)
LHFSN/A350.0 — — — 
Mortgage Loan Financing Facilities
Available Borrowing Capacity Outstanding Balance
Borrowing TypeCollateralMaturity
Uncommitted
Committed (1)September 30, 2024December 31, 2023
Financing Agreements
$230 million Mortgage warehouse agreement (12)
LHFS and Receivables
(12)
220.2 — 9.8 12.2 
Master repurchase agreement (13)
LHFS
(13)
— — 202.1 151.7 
$200 million Master repurchase agreement (14)
LHFS,
Receivables and REO		April 2024— — — — 
$50 million Loan and security agreement (15)
LHFS and ReceivablesJune 2024— — — — 
1,360.0 305.4 837.2 567.2 
Securitization Notes
OLIT Asset-Backed Notes, Series 2023-HB1 (16)
Reverse LHFS,
Receivables and REO		June 2036— — 117.0 164.4 
OLIT Asset-Backed Notes, Series 2024-HB1 (16)
Reverse LHFS,
Receivables and REO		February 2037— — 172.0 — 
OLIT Asset-Backed Notes, Series 2024-HB2 (16)
Reverse LHFS,
Receivables and REO		August 2037— — 270.8 — 
— — 559.8 164.4 
Total Mortgage loan financing facilities
$1,360.0 $305.4 1,397.0 731.6 
Unamortized discount and debt issuance costs - OLIT Notes(41.1)(21.0)
Total Mortgage loan financing facilities, net
$1,355.9 $710.6 
Weighted average interest rate (17)
5.64 %6.15 %
(1)Of the borrowing capacity on mortgage loan financing facilities extended on a committed basis, none of the available borrowing capacity could be used at September 30, 2024 based on the amount of eligible collateral that could be pledged on a committed basis.
(2)In October 2024, the maturity date was extended to November 29, 2024.
(3)In September 2024, the maturity date was extended to December 31, 2024.
(4)In January 2024, the maturity date was extended to January 3, 2025.
(5)In May 2024, the maturity date was extended to May 31, 2025 and the total maximum borrowing under this agreement was increased to $205.0 million.
(6)In September 2024,the maturity date was extended to September 20, 2025.
(7)In September 2024, the maturity date was extended to September 20, 2025 and the total maximum borrowing under this agreement was temporarily increased to $500.0 million through December 31, 2024.
(8)In September 2024, the maturity date was extended to September 20, 2025 and the total maximum borrowing under this agreement was increased to $250.0 million.
(9)In September 2024, the maturity date was extended to September 20, 2025 and the total maximum borrowing under this agreement was increased to $40.0 million.
(10)In June 2024, we entered into a repurchase agreement which provides borrowing at our discretion up to a certain maximum amount of capacity on a rolling 30-day uncommitted basis. This facility is structured as a repurchase facility whereby the retained notes of the OLIT 2023 transaction are pledged as collateral for the borrowings and this agreement has no stated maturity date. Also see (16) below and Note 2 – Securitizations and Variable Interest Entities.
(11) This agreement has no stated maturity date.
(12) The agreement has no stated maturity date, however each transaction has a maximum duration of four years.
(13) 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. In April 2024, we voluntarily increased the trust certificates by $50.0 million to $200.0 million. See Note 2 – Securitizations and Variable Interest Entities for additional information.
(14) On April 1, 2024, we voluntarily allowed the facility to mature.
(15) On June 28,2024, we voluntarily allowed the facility to mature.
(16) In June 2023, February 2024 and September 2024, OLIT issued different classes of Asset-Backed Notes with an initial principal amount of $264.9 million, $268.6 million and $330.6 million at a discount and a mandatory call date of June 2026, February 2027 and August 2027, respectively. The notes have a stated interest rate of 3.0%, 3.0%, and 5.0%, respectively. 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.
(17) The weighted average interest rate excludes the effect of the amortization of discount, debt issuance costs and prepaid lender fees. At September 30, 2024 and December 31, 2023, unamortized prepaid lender fees were $1.3 million and $1.0 million, respectively, and are included in Other assets in our consolidated balance sheets.
MSR Financing Facilities
Available Borrowing CapacityOutstanding Balance
Borrowing TypeCollateralMaturity
Uncommitted
Committed (1)September 30, 2024December 31, 2023
$500 million GSE MSR financing facility (2)
MSRsSeptember 2025$— $293.7 $206.3 $242.9 
$300 million Ginnie Mae MSR financing facility (3)
MSRs, AdvancesFebruary 2025163.5 — 136.5 212.5 
Ocwen Excess Spread-Collateralized Notes, Series 2022-PLS1 (4)MSRsFebruary 2025— — 28.8 39.2 
2022-PLS1 Notes Issuer Membership Interest Master repurchase agreement (5)
MSRsFebruary 2025— — 34.0 — 
$400 million GSE MSR financing facility (6)
MSRsDecember 2025— 24.8 375.2 393.9 
Secured Notes, Ocwen Asset Servicing Income Series Notes, Series 2014-1 MSRsFebruary 2028— — 24.3 28.1 
Total MSR financing facilities$163.5 $318.5 805.0 916.6 
Unamortized debt issuance costs - PLS facilities (7)
(0.3)(0.4)
Total MSR financing facilities, net$804.8 $916.2 
Weighted average interest rate (8)
7.86%8.18%
(1)Of the borrowing capacity on MSR financing facilities extended on a committed basis, $27.1 million of the available borrowing capacity could be used at September 30, 2024 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. Onity 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 September 2024, the maturity date was extended to September 11, 2025 and the borrowing capacity was increased to $500.0 million.
(3)PHH’s obligations under this facility are secured by a lien on the related Ginnie Mae MSRs and servicing advances. Onity guarantees the obligations of PHH under the facility. We are subject to daily margining requirements under the terms of the facility. In March 2024, the maturity date was extended to February 25, 2025 and the uncommitted borrowing capacity was increased to $300.0 million.
(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. Onity 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)On March 4, 2024, PHH entered into a $34.0 million repurchase agreement pursuant to which PHH sold the membership interest certificate representing 100% of the limited liability company interests in PLS Issuer and has agreed to repurchase such membership interest certificate at a specified future date at the price set forth in the repurchase agreement. Onity guarantees the obligations of PHH under the facility subject to the terms and conditions set forth in the guaranty. We are subject to daily margining requirements under the terms of the facility. Refer to Note 2 – Securitizations and Variable Interest Entities for additional information regarding PLS Issuer and the PLS 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 on February 27, 2025.
(7)At September 30, 2024 and December 31, 2023, unamortized prepaid lender fees related to revolving-type MSR financing facilities were $2.7 million and $3.6 million, respectively, and are included in Other assets in our consolidated balance sheets.
(8)Weighted average interest rate excludes the effect of the amortization of debt issuance costs and prepaid lender fees.
Senior NotesInterest Rate (1)MaturityOutstanding Balance
September 30, 2024December 31, 2023
PMC Senior Secured Notes (2)7.875%March 2026$289.1 $360.0 
Onity Senior Secured Notes (due to related parties) (3)
12% paid in cash or 13.25% paid-in-kind (see below)
March 2027285.0 285.0 
Principal balance574.1 645.0 
Unamortized discount
(0.4)(0.9)
Unamortized debt issuance costs
(1.8)(3.0)
PMC Senior Secured Notes(2.2)(3.9)
Unamortized discount
(31.8)(39.1)
Unamortized debt issuance costs
(5.0)(6.2)
Onity Senior Secured Notes
(36.8)(45.3)
$535.1 $595.8 
(1)Excludes the effect of the amortization of debt issuance costs and discount.
(2)Redeemable at 101.969% before March 15, 2025, at par thereafter. 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 Onity’s affiliates.
(3)Redeemable at par plus a make-whole premium prior to March 4, 2026, at par thereafter. The make-whole premium represents the present value of all scheduled interest payments due through March 4, 2026. The Notes are solely the obligation of Onity and are secured by a pledge of substantially all of the assets of Onity, including a pledge of the equity of Onity’s directly held subsidiaries. See Note 11 - Investment in Equity Method Investee and Related Party Transactions.
During March and September 2024, we repurchased a total of $47.4 million and $23.5 million, respectively, of the PMC Senior Secured Notes for a price of $45.5 million and $23.0 million, and recognized a gain of $1.4 million and $0.3 million on debt extinguishment, net of the associated write-off of unamortized discount and debt issuance costs.
On November 6, 2024, Onity issued $500 million aggregate principal amount of 9.875% Senior Notes due 2029 at a price of 99.556% of the principal amount. Upon release of funds from escrow, the net proceeds from the offering will be used, together with the net proceeds from the MAV Sale and available liquidity, to redeem all of the outstanding PMC Senior Secured Notes and Onity Senior Secured Notes described above, refer to Note 22 – Subsequent Events.
Credit Ratings
On October 21, 2024, Moody’s assigned a Caa1 rating to the new $500 million PHH Corporation Senior Notes due in 2029 (See Note 22 – Subsequent Events). Moody’s also assigned a B3 corporate family rating to Onity and withdrew the B3 corporate family rating of PHH Mortgage Corporation. The entities’ outlooks are stable.
On October 21, 2024, S&P assigned a B- rating to the new $500 million PHH Corporation Senior Notes due in 2029 (See Note 22 – Subsequent Events). S&P also affirmed the B- rating of Onity with a Stable Outlook
Covenants
Under the terms of our debt agreements in effect as of September 30, 2024, 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 Onity 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 Onity 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 Onity’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 September 30, 2024, excluding additional Agency minimum requirements, is a minimum of $275.0 million and $300.0 million, tangible net worth for Onity and PHH, respectively. The most restrictive liquidity requirement under our debt agreements with borrowings outstanding at September 30, 2024, excluding additional Agency minimum requirements, is for a minimum of $75.0 million for both Onity 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. See Note 19 – Regulatory Requirements.
We believe we were in compliance with all of the covenants in our debt agreements as of the date of these unaudited 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 September 30, 2024:
AssetsPledged
Assets		Collateralized BorrowingsUnencumbered Assets (1)
Cash$201.6 $— $— $201.6 
Restricted cash78.5 78.5 15.7 — 
Loans held for sale1,197.7 1,174.1 1,198.4 23.6 
Loans held for investment - securitized (2)8,214.4 8,214.4 8,132.5 — 
Loans held for investment - unsecuritized111.9 77.2 68.9 34.7 
MSRs (3)1,631.3 1,636.4 1,018.0 — 
Advances, net522.7 496.8 407.5 25.9 
Receivables, net172.2 59.6 67.6 112.6 
REO44.4 40.5 46.5 3.9 
Total (4)$12,174.7 $11,777.4 $10,955.0 $402.3 
(1)Certain assets are pledged as collateral to the PMC Senior Secured Notes and Onity 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 primarily 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 Onity. For example, the total excludes premises and equipment and certain other assets.
The Onity Senior Secured Notes due 2027 have a second lien priority on specified security interests, as defined under the Onity Senior Secured Note Agreement and summarized in the table below, and have a priority lien on the following assets: investments by Onity in subsidiaries not guaranteeing the PMC Senior Secured Notes, including PHH Corporation and MAV; cash and investment accounts at Onity; and certain other assets, including receivables.
September 30, 2024
Specified net servicing advances$156.4
Specified deferred servicing fee6.1
Specified MSR value less borrowings720.3
Specified unrestricted cash balances124.3
Specified advance facility reserves11.3
Specified loan value26.8
Specified residual value—
Total $1,045.1