| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 02/09/2018 | 3. Issuer Name and Ticker or Trading Symbol DITECH HOLDING Corp [ DHCP ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 252,912 | I | See Footnotes(1)(2)(3)(4) |
| Common Stock | 9,273 | I | See Footnotes(1)(2)(5)(6)(7) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Mandatorily Convertible Preferred Stock | (8) | (8) | Common Stock | 1,444,001(9) | 114.975(8) | I | See Footnotes(1)(2)(3)(4) |
| Series A Warrants (right to buy) | 02/09/2018 | 02/09/2028 | Common Stock | 430,887 | 20.63 | I | See Footnotes(1)(2)(3)(4) |
| Series B Warrants (right to buy) | 02/09/2018 | 02/09/2028 | Common Stock | 341,900 | 28.25 | I | See Footnotes(1)(2)(3)(4) |
| Mandatorily Convertible Preferred Stock | (8) | (8) | Common Stock | 21,270(10) | 114.975(8) | I | See Footnotes(1)(2)(5)(6)(7) |
| Series A Warrants (right to buy) | 02/09/2018 | 02/09/2028 | Common Stock | 15,798 | 20.63 | I | See Footnotes(1)(2)(5)(6)(7) |
| Series B Warrants (right to buy) | 02/09/2018 | 02/09/2028 | Common Stock | 12,535 | 28.25 | I | See Footnotes(1)(2)(5)(6)(7) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On February 9, 2018 (the "Effective Date"), Walter Investment Management Corporation changed its name to Ditech Holding Corporation (the "Issuer"). In addition, on the Effective Date, the Issuer's Amended Prepackaged Chapter 11 Plan of Reorganization (the "Plan") became effective, and the Issuer emerged from bankruptcy proceedings. Pursuant to the Plan, on the Effective Date, (x) each share of old common stock of the Issuer was exchanged for the following new securities of the Issuer: (i) 0.05689208 of the Issuer's new common stock, 0.09692659 Series A Warrants and (iii) 0.07690920 Series B Warrants, (y) every $1,000 principal amount of 7.875% Senior Notes due 2021 was exchanged at a rate of 464.11293167 9.00% Second Lien Senior Subordinated PIK Toggle Notes due 2024 and 0.18564517 shares of Mandatorily Convertible Preferred Stock of the Issuer, |
| 2. (Continued from Footnote 1) and (z) every $1,000 principal amount of 4.50% Convertible Senior Subordinated Notes due 2019 was exchanged at a rate of 8.76919841 shares of the Issuer's new common stock, 14.94011581 of the Issuer's Series A Warrants and 11.85465711 of the Issuer's Series B Warrants. |
| 3. Securities of Issuer held directly by FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"). First Pacific Advisors, LLC ("FPA") is the investment advisor of FPA Crescent Fund and may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Crescent Fund. In addition, Mr. J. Richard Atwood may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Crescent Fund as a Managing Partner of FPA. Mr. Steven T. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Crescent Fund as a Portfolio Manager of FPA Crescent Fund and Managing Partner of FPA. Messrs. Brian A. Selmo and Mark Landecker may be deemed to share voting and/or investment power over securities of the Issuer held by FPA Crescent Fund as Portfolio Managers of FPA Crescent Fund and Partners of FPA. |
| 4. (Continued from Footnote 3) FPA only receives an asset-based management fee for serving as investment adviser to FPA Crescent Fund and therefore does not have any pecuniary interest in the securities of the Issuer held by FPA Crescent Fund. |
| 5. Securities of the Issuer held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund ("FPA Value Partners"). FPA serves as manager of and investment adviser to FPA Value Partners. |
| 6. FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as the investment adviser to and manager of FPA Value Partners. In addition, Mr. Atwood may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as a Managing Partner of FPA. Mr. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as a Managing Partner of FPA. Mr. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as Portfolio Manager of such fund and as a Partner of FPA. Mr. Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as a Partner of FPA. |
| 7. (Continued from Footnote 6) FPA and Messrs. Atwood, Romick, Selmo and Landecker may be deemed to have a pecuniary interest in a portion of the securities held directly by FPA Value Partners due to FPA's right to receive performance-based allocations. In addition, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such fund. Each of FPA and Messrs. Atwood, Romick, Selmo and Landecker disclaims beneficial ownership of securities of the Issuer held directly by FPA Value Partners except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of FPA or Messrs. Atwood, Romick, Selmo or Landecker is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| 8. The Mandatorily Convertible Preferred Stock is immediately convertible and does not expire. Each share of Mandatorily Convertible Preferred Stock is convertible to common stock at a rate of 114.975 shares of common stock per share of Mandatorily Convertible Preferred Stock. The Mandatorily Convertible Preferred Stock is mandatorily convertible at the earliest of (a) February 9, 2023, (b) at any time following one year after the Effective Date, the time that the volume weighted average pricing of the common stock exceeds 150% of the conversion price per share for at least 45 trading days in a 60 consecutive trading day period, including each of the last 20 days in such 60 consecutive trading day period, and (c) a change of control transaction in which the consideration paid or payable per share of common stock is greater than or equal to $8.6975. |
| 9. Represents 9,950 shares of Mandatorily Convertible Preferred Stock on an as-converted basis. |
| 10. Represents 185 shares of Mandatorily Convertible Preferred Stock on an as-converted basis. |
| Remarks: |
| First Pacific Advisors, LLC ("FPA") may be deemed to exercise voting and/or investment power over securities of Ditech Holding Corporation (the "Issuer") that are held directly by certain unaffiliated separately managed accounts (the "Managed Accounts") as FPA serves as investment adviser to such Managed Accounts. FPA only receives an asset-based management fee for serving as investment adviser to such Managed Accounts and therefore does not have any pecuniary interest in the securities of the Issuer held directly by such Managed Accounts. In addition, Messrs. J. Richard Atwood, Steven T. Romick, Brian A. Selmo and Mark Landecker do not have a pecuniary interest in the securities held by the Managed Accounts. |
| FIRST PACIFIC ADVISORS, LLC, Name: /s/ J. Richard Atwood, Title: Managing Partner | 02/21/2018 | |
| FPA CRESCENT FUND, A SERIES OF FPA FUNDS TRUST, Name: /s/ J. Richard Atwood, Title: President | 02/21/2018 | |
| FPA VALUE PARTNERS FUND, By: First Pacific Advisors, LLC, its investment adviser, Name: /s/ J. Richard Atwood, Title: Managing Partner | 02/21/2018 | |
| J. RICHARD ATWOOD, Name: /s/ J. Richard Atwood | 02/21/2018 | |
| STEVEN T. ROMICK, Name: /s/ Steven T. Romick | 02/21/2018 | |
| BRIAN A. SELMO, Name: /s/ Brian A. Selmo | 02/21/2018 | |
| MARK LANDECKER, Name: /s/ Mark Landecker | 02/21/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
