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RECENT ACTIVITIES
12 Months Ended
Dec. 31, 2014
Subsequent Events [Abstract]  
RECENT ACTIVITIES
RECENT ACTIVITIES
These financial statements include a discussion of material events that have occurred subsequent to December 31, 2014 (referred to as “subsequent events”) through the issuance of these consolidated financial statements. Events subsequent to that date have not been considered in these financial statements.

Excess MSRs

On January 16, 2015, New Residential invested approximately $23.8 million to acquire a 33.3% interest in the Excess MSR on a portfolio of Freddie Mac residential mortgage loans with an aggregate UPB of $8.4 billion. Fortress-managed funds and Nationstar each agreed to acquire a 33.3% interest in the Excess MSRs. Nationstar as servicer will perform all servicing and advancing functions, and retain the ancillary income, servicing obligations and liabilities as the servicer of the underlying loans in each of the portfolios. Under the terms of these investments, to the extent that any loans in the portfolios are refinanced by Nationstar, the resulting Excess MSRs are shared on a pro rata basis by New Residential, the Fortress-managed funds and Nationstar, subject to certain limitations. New Residential has remaining commitments of $2.6 million to invest in Excess MSRs on this portfolio of Freddie Mac residential mortgage loans.

Subsequent to December 31, 2014, New Residential and the Fortress-managed funds restructured their investments in two of the Excess MSR joint ventures and now each directly owns their share of the underlying assets of the joint ventures.

Servicer Advances

Subsequent to December 31, 2014 and prior to February 28, 2015, New Residential funded a total of $133.8 million remaining servicer advances and related basic fee portion of the MSR (the “Advance Fee” commitments)(with approximately $121.2 million of related financing) and $2.1 million to fund the remaining portion of the call rights on 57 of the 99 underlying securitization trusts, which represents substantially all of the remaining balance to complete the acquisition (the “SLS Transaction”) of 50% of the Excess MSRs, all of the servicer advances and Advance Fee, and a portion of the call rights related to an underlying pool of residential mortgage loans with a UPB of approximately $3.0 billion which is serviced by Specialized Loan Servicing LLC (“SLS”). New Residential funded a total of $33.8 million of new servicer advances in February 2015 and notes payable outstanding decreased by $0.2 million in relation to these fundings (net of $18.1 million of principal paydown of the existing debt and $17.9 million of additional financing). New Residential recovered $79.1 million of existing servicer advances and restricted cash increased approximately $0.7 million in relation to the January and February 2015 fundings.
Subsequent to December 31, 2014 and prior to February 28, 2015, the Buyer funded a total of $458.0 million of servicer advances and recovered $571.1 million of existing servicer advances.  Notes payable outstanding decreased by $100.4 million and restricted cash decreased approximately $1.1 million in relation to these fundings. Additionally, the Buyer paid $8.1 million to Nationstar as a contractual incentive fee.
Subsequent to December 31, 2014, the Buyer entered into agreements to increase financing pursuant to one servicer advance facility and one of the notes, which will settle in March 2015. The facility will increase capacity from $500.0 million to $1.0 billion, and the note will increase from $650.0 million to $800.0 million and will have a fixed interest rate equal to 2.50% with an expected repayment date of March 2017.
Real Estate Securities
Subsequent to December 31, 2014, New Residential acquired Non-Agency RMBS with an aggregate face amount of approximately $40.7 million for approximately $26.1 million, financed with repurchase agreements. New Residential acquired Agency RMBS with an aggregate face amount of approximately $980.7 million for approximately $1.0 billion, financed with repurchase agreements. New Residential sold Non-Agency RMBS with a face amount of $245.3 million and an amortized cost basis of approximately $222.2 million for approximately $223.9 million and recorded a gain of approximately $1.8 million. New Residential sold Agency RMBS with a face amount of $1.0 billion and an amortized cost basis of approximately $1.0 billion for approximately $1.1 billion and recorded a gain of approximately $20.4 million.
Subsequent to December 31, 2014, New Residential paid off $1.0 billion of Agency RMBS financing within various repurchase facilities as a result of sales. In addition, New Residential also rolled $40.1 million within various repurchase facilities to mature between March 2015 and May 2015.
Subsequent to December 31, 2014, New Residential paid off $175.3 million of Non-Agency RMBS financing within various repurchase facilities as a result of sales. In addition, New Residential also rolled $11.4 million within various repurchase facilities to mature between March 2015 and May 2015.
Residential Mortgage Loans

Subsequent to December 31, 2014, New Residential obtained financing for $34.3 million of real estate owned and $28.2 million of non-performing residential mortgage loans, respectively, with a $30.6 million repurchase facility and used the proceeds to fully pay down another outstanding repurchase facility. Borrowings on this facility bear interest equal to the sum of (i) a floating rate index rate equal to one-month LIBOR and (ii) a margin of 2.75% and have an expected repayment date of May 28, 2016. This facility contains customary covenants, event of default provisions, and is subject to required monthly principal payments.
As a result of ASU No. 2014-11 (Note 2), New Residential has determined that, as of January 1, 2015, its linked transactions will be accounted for as secured borrowings. As a result, $32.4 million carrying amount of derivatives will be removed from the balance sheet and replaced with $116.7 million carrying amount of Non-Agency RMBS, $1.6 million carrying amount of Residential Mortgage Loans, Held-for-Investment, and $85.9 million of Repurchase Agreements.

Subsequent to December 31, 2014 and prior to February 28, 2015, New Residential sold non-performing residential mortgage loans with a UPB of $135.2 million for proceeds of $102.8 million.

Subsequent to December 31, 2014 and prior to February 28, 2015, New Residential committed to sell re-performing and non-performing residential mortgage loans and REO with a UPB of approximately $699.9 million.
Corporate Activities
On December 18, 2014, New Residential’s board of directors declared a fourth quarter 2014 dividend of $0.38 per common share or $53.7 million, which was paid on January 30, 2015 to stockholders of record as of December 30, 2014.

Subsequent to December 31, 2014, New Residential entered into a $100.0 million secured corporate loan with Credit Suisse First Boston Mortgage Capital LLC, an affiliate of Credit Suisse Securities (USA) LLC. The loan bears interest equal to the sum of (i) a floating rate index rate equal to one-month LIBOR and (ii) a margin of 3.75%. The loan contains customary covenants and event of default provisions.

On February 22, 2015, New Residential entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Home Loan Servicing Solutions, Ltd. (“HLSS”) and Hexagon Merger Sub, Ltd., a wholly owned subsidiary of New Residential (“Merger Sub”).  The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into HLSS (the “Merger”), with HLSS continuing as the surviving company and a wholly owned subsidiary of New Residential.

Pursuant to the Merger Agreement, and upon the terms and conditions set forth therein, at the effective time of the Merger (the “Effective Time”), each ordinary share of HLSS, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time, will be automatically converted into the right to receive $18.25 in cash, without interest (the “Merger Consideration”).

In aggregate, the Merger Consideration is expected to be approximately $1.3 billion. The acquisition is expected to close in the second quarter of 2015.

The Merger does not require the approval of New Residential’s shareholders and is not conditioned on the receipt of financing by New Residential.  However, consummation of the Merger is subject to, among other things: (i) approval of the Merger by the requisite vote of HLSS’s shareholders (the “HLSS Shareholder Approval”) and (ii) certain other customary closing conditions. 

The Merger Agreement may be terminated by either party under certain circumstances, including, among others: (i) if the closing of the Merger (“Closing”) has not occurred by the six-month anniversary of the Merger Agreement; (ii) if a court or other governmental entity has issued a final and non-appealable order prohibiting the Closing; (iii) if HLSS fails to obtain the HLSS Shareholder Approval; (iv) upon a material uncured breach by the other party that would result in a failure of the conditions to the Closing to be satisfied; or (v) if the Board of Directors of HLSS makes an Adverse Recommendation Change (as defined in the Merger Agreement).  In addition, prior to obtaining the HLSS Shareholder Approval and subject to the payment of a termination fee, HLSS may terminate the Merger Agreement in order to enter into an agreement for a Superior Proposal (as defined in the Merger Agreement).  Upon termination of the Merger Agreement under specified circumstances (including in connection with a Superior Proposal), HLSS will be required to pay the Company a termination fee of $45,400,000. In the event that the Merger Agreement is terminated for failure to obtain the HLSS Shareholder Approval, HLSS will be required to reimburse the Company for out-of-pocket expenses incurred by the Company, up to a maximum amount of $7,000,000.