UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (date of earliest reported event):
(Exact name of registrant as specified in its charter)
Commission File No. 001-14310
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(I.R.S. Employer Identification No.) | |
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Securities registered pursuant to Section 12(b) of the Act:
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| None | Not applicable | None |
Item 1.01 Entry into a Material Definitive Agreement.
Purchase of Additional Mortgage Servicing Rights
Pursuant to the terms of the previously filed Reference Spread Payment Agreement (the “RSPA”), dated September 29, 2023, GlassBridge Enterprises, Inc. (the “Company”) purchased additional Mortgage Servicing Rights (“MSRs”) and assumed related obligations from Greenway Mortgage Holding Corporation (“Greenway”) on August 30, 2024 (the “Subsequent Closing”). Under the transaction, the Company acquired the MSRs for certain additional fixed rate residential Mortgage Loans with an aggregate value of approximately $967,179,604.43, for a total purchase price of approximately $12.6 Million (with approximately $11.4 Million of the purchase price due at closing; an additional 5% to be paid two (2) business days after the transfer date and an additional 5% to be paid upon the Company’s receipt of the trial balances and all mortgage loan file data and documentation. The purchase price was based on the purchase price percentage of 1.305% (calculated by multiplying the purchase price percentage by the unpaid principal balance of the underlying Mortgage Loans as of the sale date).
After the sale date, an affiliate of Greenway will continue to service the loans with its subservicer, Valon. To effect the purchase and the subsequent transfer, Greenway has made customary representations and warranties, as well as, provided indemnification rights including for the servicer, subservicer or Greenway’s failure to comply with applicable requirements and accepted servicing practices relating to the servicing of the related Mortgage Loans or any breach of its representations, warranties or covenants in the RSPA, or any termination of the servicer as servicer for cause by Fannie Mae or Freddie Mac.
The Company financed the purchase of the MSRs, in part, with approximately $2.1 Million under its loan agreement with Western Alliance Bank. Greenway also provided the Company with financing in the amount of $2.4 Million. The terms of such financing with Greenway are currently being negotiated between the parties.
The RSPA has been filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by the Company on November 14, 2023. This summary description of the RSPA does not purport to be complete and is qualified in its entirety by reference to the agreement, which is incorporated herein by reference as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Reference Spread Payment Agreement, dated as of September 29, 2023, by and between Greenway Mortgage Holding Corporation and GlassBridge Enterprises, Inc. (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
Dated: September 6, 2024
| GLASSBRIDGE ENTERPRISES, INC. | ||
| By: | /s/ Daniel Strauss | |
| Name: | Daniel Strauss | |
| Title: | Chief Executive Officer | |