UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February 14~~March 5, 2019

Ditech Holding Corporation

(Exact Name of Registrant as Specified in its Charter)

Maryland

001- 13417

13-3950486

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1100 Virginia Drive, Suite 100

Fort Washington, PA 19034

(Address of principal executive offices, including zip code)

(844) 714-8603

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 17.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

As previously disclosed, on February 811, 2019, Ditech Holding Corporation (the “Company”) and certain of its direct and indirect subsidiaries (collectively with the Company, the “Debtors”), ~~including~~filed ~~Ditech~~voluntary ~~Financial~~petitions ~~LLC~~ (~~“Ditech~~the ~~Financial”)~~cases ~~and~~commenced ~~Reverse Mortgage Solutions~~thereby, ~~Inc.~~the (“~~RMS~~Chapter 11 Cases”), ~~entered~~under ~~into~~chapter a11 ~~Restructuring~~of ~~Support~~title ~~Agreement~~11 ~~(including~~of the ~~Restructuring~~ ~~Term~~United ~~Sheet~~States ~~attached~~Code ~~thereto,~~ (the “~~RSA~~Bankruptcy Code”) ~~setting~~in ~~forth~~ the United ~~principal~~States ~~terms~~Bankruptcy ofCourt afor ~~financial~~the ~~restructuring~~Southern District of ~~the~~New ~~Debtors~~York (the “~~Restructuring~~Court”). ~~with~~The ~~lenders~~Chapter ~~holding,~~11 asCases ofare ~~February 13,~~being ~~2019,~~administered ~~more~~under ~~than 80% of~~ the ~~loans~~ ~~and~~caption ~~commitments~~In ~~outstanding~~re ~~under~~Ditech ~~that~~Holding ~~certain~~Corporation ~~Second~~(Case No. 19-10412). ~~Amended~~During ~~and~~the ~~Restated~~pendency ~~Credit Agreement, dated as~~ of ~~February 9, 2018, by and among~~ the ~~Company,~~Chapter as11 ~~borrower~~Cases, ~~Credit~~the ~~Suisse~~Debtors ~~AG,~~will ascontinue ~~administrative~~to ~~agent,~~operate ~~and~~their ~~the~~businesses ~~lenders party thereto (~~as ~~amended,~~ ~~restated,~~“debtors ~~amended~~in ~~and~~possession” ~~restated,~~under ~~supplemented,~~the orjurisdiction ~~otherwise~~of ~~modified~~the ~~from~~Court ~~time~~and ~~to time~~ in accordance with the ~~terms~~applicable ~~thereof)~~provisions of the Bankruptcy Code.

AsOn ~~previously disclosed,~~March ~~on February 8~~5, 2019, the ~~Company,~~Debtors asfiled ~~guarantor,~~the ~~along~~Joint ~~with~~Chapter ~~Ditech~~11 ~~Financial~~Plan ~~and~~of ~~RMS,~~Ditech ~~also~~Holding ~~entered~~Corporation ~~into~~and Its aAffiliated ~~commitment~~Debtors ~~letter~~ (~~“Commitment~~the ~~Letter~~“Plan”) ~~with~~and ~~Barclays~~the ~~Bank~~related ~~PLC~~disclosure statement (the “~~Barclays~~Disclosure Statement”) aswith ~~Administrative~~the ~~Agent~~Court. ~~and~~The ~~as Buyer~~Plan and ~~Nomura~~Disclosure ~~Corporate~~Statement ~~Funding~~are ~~Americas,~~subject ~~LLC~~to asapproval ~~Buyer~~by ~~(together~~the ~~with~~Court. ~~Barclays,~~Once the ~~“DIP~~Disclosure ~~Lenders”),~~Statement ~~regarding~~is approved by the ~~terms~~Court, the Plan will be solicited for approval by a vote of certain ~~master~~of ~~warehouse~~the ~~refinancing~~Company’s ~~facilities (collectively~~creditors, as described ~~below,~~in the ~~“DIP Facilities”)~~Disclosure Statement and the Plan.

OnThe ~~February 11,~~Plan ~~2019,~~and the Restructuring Support Agreement previously entered into by the Debtors ~~filed~~and ~~voluntary~~certain ~~petitions~~holders of the Company’s term loans (the “RSA”) ~~cases~~provide ~~commenced~~for ~~thereby,~~a recapitalization of the ~~“Chapter~~Debtors which would, among other things, extinguish over $800 11million ~~Cases”)~~in funded debt, leaving a significantly deleveraged reorganized Company wholly owned by the holders of the ~~under~~Company’s ~~chapter~~prepetition term loans, with $400 11million of ~~title 11~~term loan debt and an appropriately sized exit working capital facility or consummation of ~~the~~another ~~United~~liquidity ~~States~~enhancing ~~Code~~transaction (the “~~Bankruptcy~~Reorganization ~~Code~~Transaction”). inThe Reorganization Transaction also contemplates that holders of equity securities of the ~~United~~Company ~~States~~will ~~Bankruptcy~~not ~~Court~~receive any recovery on account of such securities and such securities will be cancelled. As a toggle to the Reorganization Transaction, the RSA also provides for the ~~Southern~~continuation ~~District~~of the Company’s prepetition review of ~~New~~strategic ~~York~~alternatives (whereby any and all bids for the ~~“Court”)~~Company or its assets will be evaluated as a precursor to ~~implement~~confirmation of the ~~Restructuring~~Plan (the “Marketing Process”).

OnThe ~~February 13,~~Debtors ~~2019,~~intend asto ~~part~~proceed ofexpeditiously to commence the ~~Debtors’~~mailing ~~“first~~of ~~day~~ballots and other solicitation materials (the “Solicitation Materials”) ~~motions,~~concerning the ~~Court~~Plan. ~~entered~~A anhearing ~~interim~~to ~~order~~consider ~~approving~~approval of the ~~DIP~~Disclosure ~~Facilities,~~Statement ~~and~~is scheduled before the Court on ~~February~~ April 1411, 2019. There can be no assurance that the Debtors’ stakeholders will approve the Plan, or that the Court will confirm the Plan. The Debtors ~~and~~will ~~certain~~emerge ~~other~~from ~~subsidiaries~~chapter 11 when the Plan receives the requisite approval from holders of claims, the ~~Company~~Court ~~entered~~enters ~~into~~an order confirming the ~~DIP~~Plan, ~~Facilities~~and the conditions to the effectiveness of the Plan, as stated therein, are satisfied.

The ~~DIP~~Plan ~~Facilities~~and ~~provide~~Disclosure ~~the~~Statement, ~~Company up~~as towell ~~$1.9 billion~~as inCourt ~~available~~filings ~~warehouse~~and ~~financing.~~other ~~Proceeds~~information ofrelated to the ~~DIP~~Chapter ~~Facilities~~11 ~~were~~Cases, ~~used~~are toor ~~refinance~~will ~~RMS’s~~be available ~~and~~at ~~Ditech~~a ~~Financial~~website administered by the Company’s ~~pre-petition~~claims ~~warehouse~~agent, ~~and~~Epiq, ~~servicer~~at ~~advance~~http://dm.epiq11.com/Ditech. ~~facilities~~The ~~and are~~Solicitation ~~intended~~Materials towill ~~fund~~also be available at http://dm.epiq11.com/Ditech. ~~Financial’s~~This ~~and~~Current ~~RMS’s~~Report ~~continued~~on ~~business~~Form ~~operations~~8-K ~~during~~is ~~the~~not ~~Chapter~~intended 11to ~~Cases~~be, ~~providing~~nor ~~the~~should ~~necessary~~it ~~liquidity~~be toconstrued ~~the~~as, ~~Debtors~~a tosolicitation ~~implement~~for a vote on the ~~Restructuring~~Plan.

Specifically, under the DIP Facilities (i) up to $650 million will be available to fund Ditech Financial’s origination business pursuant to a master repurchase agreement (the “Forward Repo Agreement”), (ii) up to $1.0 billion will be available to fund RMS’s buyouts of certain Home Equity Conversion Mortgages (“HECMs”) and real estate owned from Ginnie Mae securitization pools (the “Reverse Repo Agreement”) and (iii) up to $250 million will be available to finance delinquency, escrow and corporate advances made by Ditech Financial in connection with its servicing of certain Fannie Mae and private label mortgage loans, as applicable, pursuant to the Ditech Agency Advance Trust Series 2019-VF1 variable funding notes (the “Agency VFN,” and the related indenture supplement, the “2019-VF1 Agency Supplement”) and the Ditech PLS Advance Trust II Series 2019-VF1 variable funding notes (the “Private Label VFN,” and the related indenture supplement, the “2019-VF1 PLS Supplement”), respectively. In addition, the lenders under the DIP Facilities have agreed to provide Ditech Financial, through the pendency of the Chapter 11 Cases, up to $1.9 billion in trading capacity for Ditech Financial to hedge its interest rate exposure with respect to the loans in Ditech Financial’s loan origination pipeline.

The ~~obligations~~foregoing ofdescription ~~Ditech Financial and RMS under certain~~ of the ~~DIP~~Plan ~~Facilities~~ and ~~related~~Disclosure ~~hedges~~Statement ~~are netted~~does ~~and~~not ~~cross-collateralized,~~purport ~~pursuant~~ to ~~the~~be ~~terms~~complete ofand ais qualified ~~master~~in ~~netting~~its ~~agreement~~entirety ~~(the~~by ~~“Netting~~reference ~~Agreement”). Pursuant~~ to the ~~Netting~~full ~~Agreement,~~text of the ~~DIP~~Plan ~~Lenders may setoff~~ and ~~net~~Disclosure ~~certain~~Statement, ~~margin~~copies ~~held~~of bywhich orare ~~pledged~~filed toas ~~them~~Exhibit ~~under~~99.1 ~~the DIP Facilities~~ and ~~related~~99.2 ~~hedges~~hereto ~~against~~and ~~the~~are ~~obligations~~incorporated ~~owed~~herein by ~~Ditech Financial or RMS under certain of the DIP Facilities~~reference.

~~The~~In ~~proceeds~~accordance ofwith ~~the~~General ~~initial draw~~Instruction onB.2 of Form 8-K, the ~~Forward~~information ~~Repo~~being ~~Agreement~~furnished ~~were~~under ~~used~~this Item 7.01 pursuant to this Current Report on Form 8-K, ~~among~~including ~~other~~Exhibits ~~things~~99.1 and 99.2, ~~pay~~shall ~~off~~not ~~Ditech~~be ~~Financial’s~~deemed ~~previously~~to ~~existing~~be ~~master~~“filed” ~~repurchase~~for ~~agreement~~purposes ~~and~~of ~~purchase~~Section 18 of the ~~mortgage~~Securities ~~loans~~Exchange ~~previously~~Act ~~financed~~of by1934, ~~Ditech~~as ~~Financial~~amended ~~thereunder.~~(the “Exchange ~~The~~Act”), ~~advance~~or ~~rate provided~~otherwise ~~under~~subject to the ~~Forward~~liabilities ~~Repo~~of ~~Agreement~~that issection, ~~equal~~nor toshall upit tobe ~~96%~~deemed ~~for~~incorporated ~~certain~~by ~~qualifying~~reference ~~agency~~into ~~mortgage~~any ~~loans~~registration statement or other document filed by the Company under the Securities Act of 1933, ~~and~~as amended (the ~~interest~~“Securities ~~rate~~Act”), ~~thereunder~~or isthe ~~equal~~Exchange toAct, ~~three-month~~except ~~LIBOR~~as ~~plus~~expressly aset ~~per~~forth ~~annum~~by ~~margin~~specific ofreference 2in such filing.~~25%.~~

The proceeds of the initial draw on the Reverse Repo Agreement were used to, among other things, pay off RMS’s previously existing master repurchase agreements and purchase the HECMs and related real estate owned previously financed by RMS thereunder. The advance rates provided under the Reverse Repo Agreement generally range from 85%-90%, depending on the classification of the underlying purchased assets, and the interest rate thereunder is equal to three-month LIBOR plus a per annum margin of 3.25%. The DIP Lenders have also agreed to work towards documenting, within thirty (30) days following the closing date of the DIP Facilities, a separate master repurchase agreement with RMS in order to fund RMS’s Ginnie Mae HMBS tail securities. Such additional repurchase agreement is contemplated to provide for an advance rate of 92% and a maximum committed sublimit of $80 million. Any amounts drawn under such repurchase agreement would reduce the amount otherwise available to be drawn by RMS under the Reverse Repo Agreement.

The Agency VFN and Private Label VFN have maximum capacity sublimits of $160 million and $90 million, respectively, and were issued under the existing revolving pool master trust facilities of Ditech Agency Advance Trust and Ditech PLS Advance Trust II, as applicable. The proceeds of the initial draw of the Agency VFN were used to redeem in whole the Series 2018-VF1 variable funding notes previously issued by Ditech Agency Advance Trust, and the proceeds of the initial draw of the Private Label VFN were used to redeem in whole the Series 2018-VF1 variable funding notes previously issued by Ditech PLS Advance Trust II. The interest payable with respect to amounts outstanding under each of the Agency VFN and the Private Label VFN is equal to three-month LIBOR plus a per annum margin of 2.25%.

The proceeds of the initial draw on the DIP Facilities, in addition to paying off and refinancing the Debtors’ previously existing warehouse facilities as described above, were available to pay general working capital and operational expenses of the Debtors, as well as customary fees and expenses in connection with the closing of the DIP Facilities. The undrawn fee payable with respect to the unused capacity under the DIP Facilities is equal to a per annum rate of 0.75%.

The DIP Facilities contain numerous events of default customary for debtor-in-possession financing of its kind as set forth in a Master Refinancing Agreement, dated as of February 14, 2019 (the “Master Refinancing Agreement”), by and among the DIP Lenders, the Company, Ditech Financial, RMS and certain other subsidiaries of the Company, including, among other events, (i) the breach of certain representations, warranties and covenants (including certain financial covenants), (ii) the dismissal of the Chapter 11 Cases, (iii) the conversion of any Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code, (iv) any stay, reversal or revocation of the Debtors’ debtor-in-possession financing and cash collateral orders, (v) the termination or other adverse modification being made to the RSA without the consent of the DIP Lenders, (vi) the occurrence of a change in control

with respect to certain Debtors, (vii) the loss or suspension of Ditech Financial’s or RMS status as an approved servicer or an approved issuer by Fannie Mae, Freddie Mac or Ginnie Mae, and (viii) the exercise of remedies by certain counterparties of the Debtors (x) against any collateral of the DIP Lenders or (y) in a manner that is materially adverse to the rights, claims or interests of the DIP Lenders.

The DIP Facilities are scheduled to mature upon the earliest to occur of (a) the effective date of a plan of reorganization in any of the Chapter 11 Cases, (b) the consummation of a sale under section 363 of the Bankruptcy Code of all or substantially all of the assets of the Debtors, or (c) 180 days after the filing of the Chapter 11 Cases.

The foregoing description of the DIP Facilities does not purport to be complete and is qualified in its entirety by reference to the full text of the Forward Repo Agreement, Reverse Repo Agreement, 2019-VF1 Agency Supplement, 2019-VF1 PLS Supplement, Netting Agreement and Master Refinancing Agreement.

Item 8.01

Other Events.

The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Cases.

Cautionary Statements Regarding Forward-Looking Information

Certain statements in this Form 8-K constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements that are not historical fact are forward-looking statements. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “estimates,” “assumes,” “may,” “should,” “could,” “shall,” “will,” “seeks,” “targets,” “future,” or other similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors, and the Company’s actual results, performance or achievements could differ materially from future results, performance or achievements expressed in these forward-looking statements. Such statements include, but are not limited to, statements relating to: the terms of and potential transactions contemplated by the RSA, Plan, Disclosure Statement, Reorganization Transaction and Marketing Process; the Chapter 11 Cases and ~~Restructuring~~Court proceedings; the ~~Commitment~~anticipated ~~Letter~~mailing ~~and~~date ~~the~~of ~~DIP~~Solicitation ~~Facilities~~Materials; management’s strategy, plans, opportunities, objectives, expectations, or intentions; and descriptions of assumptions underlying any of the above matters and other statements that are not historical fact.

These forward-looking statements are based on the Company’s current beliefs, intentions and expectations and are not guarantees or indicative of future performance, nor should any conclusions be drawn or assumptions be made as to any potential outcome of any potential transactions or strategic initiatives the Company considers. Risks and uncertainties relating to the proposed ~~Restructuring~~restructuring include: the ability of the Company to comply with the terms of the RSA and DIP Facilities (as defined in the Disclosure Statement), including completing various stages of the ~~Restructuring~~ restructuring within the dates specified by the RSA and DIP Facilities; the ability of the Company to obtain requisite support for the ~~Restructuring~~restructuring from various stakeholders; the ability of the ~~Company~~Plan to ~~successfully~~satisfy ~~execute~~all the ~~transactions~~requirements ~~contemplated~~necessary byfor ~~the RSA~~confirmation ~~without~~by ~~substantial disruption to~~ the ~~business of one or more of its primary operating or other subsidiaries~~Court; ~~and~~ the ~~effects~~ability of ~~disruption from the proposed Restructuring making it more difficult to maintain business, financing and operational~~ ~~relationships, to retain key executives and to maintain various licenses and approvals necessary for the~~

the Company to successfully execute the transactions contemplated by the RSA without substantial disruption to the business of one or more of its primary operating or other subsidiaries; the high costs of bankruptcy proceedings and related fees, including the risk that the restructuring will take longer than anticipated; the actions and decisions of the Company’s creditors and other third parties who have interests in the Chapter 11 Cases that may be inconsistent with the Company’s operational and strategic plans; the ability of the Company to continue as a going concern; and the effects of disruption from the proposed restructuring making it more difficult to maintain business, financing and operational relationships, to retain key executives and to maintain various licenses and approvals necessary for the Company to conduct its business. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements include, but are not limited to, those factors, risks and uncertainties described in more detail under the heading “Risk Factors” and elsewhere in the Company’s annual and quarterly reports, including amendments thereto, and other filings with the Securities and Exchange Commission.

The above factors, risks and uncertainties are difficult to predict, contain uncertainties that may materially affect actual results and may be beyond the Company’s control. New factors, risks and uncertainties emerge from time to time, and it is not possible for management to predict all such factors, risks and uncertainties. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore any of these statements may prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the results or conditions described in such statements or the Company’s objectives and plans will be achieved. These forward-looking statements speak only as of the date such statements were made or any earlier date indicated, and the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changes in underlying assumptions or otherwise. If the Company were in any particular instance to update or correct a forward-looking statement, investors and others should not conclude that the Company would make additional updates or corrections thereafter.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index

EXHIBIT INDEX


Exhibit Number		Description

99.1		Joint Chapter 11 Plan of Ditech Holding Corporation and its Affiliated Debtors, dated March 5, 2019

99.2		Disclosure Statement for Joint Chapter 11 Plan of Ditech Holding Corporation and its Affiliated Debtors, dated March 5, 2019

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Ditech Holding Corporation

Date: February 21, 2019

/s/ John J. Haas

Date: March 6, 2019

/s/ John J. Haas

John J. Haas, General Counsel, Chief Legal Officer and Secretary

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