8-K

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): August 8, 2016

New Residential Investment Corp.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-35777	45-3449660
(Commission File Number)	(IRS Employer Identification No.)

1345 Avenue of the Americas, 45th Floor New York, New York	10105
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (212) 479-3150

N/A

(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 (see General Instruction A.2. below):

☐ 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))

Item 8.01. Other Events.

Purchase Agreement

On August 8, 2016, New Residential Mortgage LLC (“NRM”), a Delaware limited liability company and a wholly-owned subsidiary of New Residential Investment Corp. (the “Company”), entered into a flow and bulk agreement for the purchase and sale of mortgage servicing rights (the “Purchase Agreement”) with Ditech Financial LLC (“Ditech”). Pursuant to the Purchase Agreement, NRM agreed to (i) purchase the mortgage servicing rights (“MSRs”) and related servicing advances with respect to approximately 272,000 existing residential mortgage loans in Federal National Mortgage Association pools with a total unpaid principal balance (“UPB”) of approximately $33 billion (the “Existing MSRs”) for an aggregate purchase price of approximately $215 million in cash, subject to certain adjustments set forth in the Purchase Agreement, and (ii) provide ongoing daily pricing to Ditech for the purchase of MSRs from Ditech relating to new mortgage loans originated or purchased by Ditech on a flow basis and pooled into Federal National Mortgage Association, Federal Home Loan Mortgage Corporation or Government National Mortgage Association (collectively, the “Agencies”) securities (the “Flow MSRs”). The initial term of the Purchase Agreement is three years, with annual, one-year renewals thereafter, subject to certain termination rights; provided, that, NRM may decline to provide pricing for Flow MSRs on any day and may terminate the Purchase Agreement with respect to Flow MSRs on 30 days’ notice. The purchase of the Existing MSRs and any Flow MSRs are subject to, among other customary conditions, the approval of the applicable Agencies. Ditech will initially service the mortgage loans related to the Existing MSRs and the Flow MSRs pursuant to the Subservicing Agreement referred to below.

Guaranty

On August 8, 2016, in connection with the entry of the Purchase Agreement, Walter Investment Management Corp. (“Walter”), a Maryland corporation and the parent of Ditech, provided NRM with a payment and performance guaranty of Ditech’s obligations, including repurchase and indemnification obligations, under the Purchase Agreement.

Subservicing Agreement

On August 8, 2016, in connection with the entry of the Purchase Agreement, NRM and Ditech entered into a subservicing agreement (the “Subservicing Agreement”), pursuant to which Ditech agreed to act as subservicer for NRM and perform all of the actual servicing activities (“subservicing”) required under the servicing agreements relating to the Existing MSRs, any Flow MSRs purchased by NRM under the Purchase Agreement and certain other MSRs that may be acquired in the future by NRM. Under the Subservicing Agreement and related documents, Ditech will perform all daily servicing obligations on behalf of NRM, including collecting payments from borrowers and offering refinancing options to borrowers for purposes of minimizing portfolio runoff. Ditech agreed to perform subservicing on behalf of NRM at fixed prices set forth in the Subservicing Agreement for an initial term of one year, with annual, one-year renewals thereafter, subject to certain termination rights set forth in the Subservicing Agreement. With respect to NRM, the initial term of the Subservicing Agreement will expire on the first anniversary of the effective date and shall automatically terminate unless renewed on a month-by-month basis, subject to certain termination rights set forth in the Subservicing Agreement.

WCO Transaction

NRM, Walter and Walter Capital Opportunity, LP have agreed in principle for the purchase and sale of substantially all of the assets of Walter Capital Opportunity, LP and its subsidiaries (“WCO”), along with certain related assets owned by Walter, which, collectively, represent approximately $35 billion UPB of MSRs for a purchase price of approximately $264 million. The transaction, which is subject to negotiation and execution of definitive documentation, is expected to contain similar general terms, including term, representations and warranties, covenants and indemnification, and be subject to similar conditions precedent, such as regulatory and government-sponsored enterprise approvals, as the Purchase Agreement described above, as well as additional terms and conditions customary for a transaction of this type. There can be no assurance that definitive documentation will be entered into on the terms described herein, or at all. Upon acquisition of the assets in the WCO transaction, Ditech will subservice the related mortgage loans for NRM under the Subservicing Agreement described above.

Press Release

On August 9, 2016, the Company and Walter jointly issued a press release in connection with the transactions described herein. The full text of the press release is being filed herewith as Exhibit 99.1 and the information contained therein is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
99.1	Press Release, dated August 9, 2016.

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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.

NEW RESIDENTIAL INVESTMENT CORP.

(Registrant)

/s/ Nicola Santoro, Jr.

Nicola Santoro, Jr.

Chief Financial Officer and Treasurer

Date: August 10, 2016

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EXHIBIT INDEX

Exhibit Number	Exhibit
99.1	Press Release, dated August 9, 2016.

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EX-99.1

Exhibit 99.1

NEW RESIDENTIAL AND WALTER INVESTMENT ANNOUNCE MORTGAGE SERVICING

RIGHTS PURCHASE AGREEMENT AND SUBSERVICING AGREEMENT

NEW YORK, NEW YORK AND TAMPA, FLORIDA - (BUSINESS WIRE) - August 9, 2016 - New Residential Investment Corp. (NYSE:NRZ, “New Residential”) and Walter Investment Management Corp. (NYSE:WAC, “Walter”) today announced an agreement (the “Purchase Agreement”) for the purchase and sale of approximately $35 billion UPB of seasoned conventional mortgage servicing rights (“MSRs”) for a purchase price of approximately $231 million.

In addition, New Residential, Walter and Walter Capital Opportunity, LP have agreed in principle for the purchase and sale of substantially all of the assets of Walter Capital Opportunity, LP and its subsidiaries (“WCO”), along with certain related assets owned by Walter, which, collectively, represent approximately $37 billion UPB of MSRs for a purchase price of approximately $283 million.

Assuming completion of both transactions with Walter and WCO, aggregate purchase price is expected to be approximately $514 million.

New Residential, through its wholly-owned subsidiary, New Residential Mortgage LLC (“NRM”), has also entered into a forward flow arrangement with Walter to acquire MSRs of newly-originated residential mortgage loans, subject to the parties’ mutual agreement on pricing. This agreement is intended to have an initial term of three years, subject to an extension at the option of the parties and earlier termination date in accordance with its terms.

Concurrently with the Purchase Agreement, NRM entered into a subservicing agreement with Ditech Financial LLC (“Ditech”), a wholly owned subsidiary of Walter, pursuant to which Ditech will subservice the mortgage loans underlying the MSRs acquired by NRM under the Purchase Agreement.

“We are excited to announce this transaction with Walter and look forward to a successful long-term strategic partnership,” said Michael Nierenberg, Chairman and Chief Executive Officer of New Residential. “This transaction further demonstrates New Residential’s role as a leading capital provider to the residential mortgage servicing market. Our new relationship with Walter allows us to add another highly rated mortgage servicer as a partner while creating meaningful value and returns for our shareholders.”

George M. Awad, Executive Chairman of the Board and interim Chief Executive Officer and President of Walter commented, “We are extremely pleased to have entered into this strategic relationship with New Residential. We anticipate this will be a long-term and mutually beneficial relationship, allowing both entities to achieve their shared objectives of growth and improved earnings with lower risk, which should ultimately drive significant value for shareholders.”

The transactions are expected to close in the third or fourth quarter of 2016 and are subject to (i) GSE and other regulatory approvals, (ii) for the WCO assets, negotiation and execution of definitive documentation and (iii) certain customary closing conditions.

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ABOUT NEW RESIDENTIAL INVESTMENT CORP.

New Residential focuses on opportunistically investing in, and actively managing, investments related to residential real estate. New Residential primarily targets investments in mortgage servicing related assets and other related opportunistic investments. New Residential is organized and conducts its operations to qualify as a real estate investment trust (“REIT”) for federal income tax purposes. New Residential is managed by an affiliate of Fortress Investment Group LLC (NYSE: FIG), a global investment management firm.For more information about New Residential, please visit New Residential's website at www.newresi.com.

ABOUT WALTER INVESTMENT MANAGEMENT CORP.

Walter is a diversified mortgage banking firm focused primarily on the servicing and origination of residential loans, including reverse loans. Based in Tampa, Fla., Walter has approximately 5,600 employees and services a diverse loan portfolio. For more information about Walter, please visit Walter's website at www.walterinvestment.com.

FORWARD-LOOKING STATEMENTS

Certain statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the expected closing of the purchase of MSRs from Walter, the entry into a legally binding agreement to purchase certain assets of WCO or the closing of any such transaction with WCO. These statements are based on the current expectations and beliefs of management of each of New Residential and Walter and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond the control of New Residential and Walter, such as regulatory approvals. Neither New Residential nor Walter can give any assurance that its expectations will be attained as described herein, or at all. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in each company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are available on each company’s website (www.newresi.com; www.walterinvestment.com). Factors which could have a material adverse effect on each company’s  operations, future prospects or the transactions described herein include, but are not limited to, various risks relating to such transactions, including in respect of the satisfaction of closing conditions to the transactions; unanticipated difficulties financing the purchase prices; unanticipated expenditures relating to the transactions; uncertainties as to the timing of the transactions; litigation relating to the transactions; and the inability to obtain, or delays in achieving the expected benefits of the transactions. In addition, new risks and uncertainties emerge from time to time, and it is not possible for New Residential or Walter to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press release. New Residential and Walter expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

CONTACTS

New Residential Investment Corp.

Investor Relations

212-479-3150

Walter Investment Management Corp.

Investor Relations

813-421-7694

Source: New Residential Investment Corp. and Walter Investment Management Corp.

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