WAC / Walter Investment Management Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

DHCP / Ditech Holding Corporation / BANK OF AMERICA CORP /DE/ - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* DITECH HOLDING CORP (Name of Issuer) Common Stock (Title of Class of Securities) 25501G105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

WAC / Walter Investment Management Corp. 15-12B 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-13417 DITECH HOLDING CORPORATION (Exact name of registrant as spe

Other Events

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): May 15, 2019 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001-13417 13-3950486 (State or other jurisdiction of incorporation) (Commis

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K/A (Amendment No.

Employment Agreement, by and between Ditech Holding Corporation and John J. Haas, entered into as of April 12, 2017.

EXHIBIT 10.1 Execution Version As of April 12, 2017 John Haas Dear John: It is with great pleasure that we confirm our offer for you to serve as the General Counsel, Chief Legal Officer and Secretary of Walter Investment Management Corp. (the "Company"). This letter (the “Offer Letter”) sets forth the basic terms and conditions of your employment. Your appointment will become effective upon your a

GLOBAL NOTES AND STATEMENTS OF LIMITATIONS AND DISCLAIMERS REGARDING THE DEBTORS’ MONTHLY OPERATING REPORTS

EX-99.1 Exhibit 99.1 In re: Ditech Holding Corporation, et al. Debtors Case No. 19-10412 (JLG) Reporting Period: March 1, 2019 to March 31, 2019 Federal Tax I.D. #13-39050486 GLOBAL NOTES AND STATEMENTS OF LIMITATIONS AND DISCLAIMERS REGARDING THE DEBTORS’ MONTHLY OPERATING REPORTS On February 11, 2019 (the “Commencement Date”), Ditech Holding Corporation and its thirteen (13) debtor affiliates, a

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 30, 2019 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdiction of incorporation) (Com

GLOBAL NOTES AND STATEMENTS OF LIMITATIONS AND DISCLAIMERS REGARDING THE DEBTORS’ MONTHLY OPERATING REPORTS

EX-99.1 Exhibit 99.1 In re: Ditech Holding Corporation, et al. Case No. 19-10412 (JLG) Debtors Reporting Period: February 11, 2019 to February 28, 2019 Federal Tax I.D. #13-39050486 GLOBAL NOTES AND STATEMENTS OF LIMITATIONS AND DISCLAIMERS REGARDING THE DEBTORS’ MONTHLY OPERATING REPORTS On February 11, 2019 (the “Commencement Date”), Ditech Holding Corporation and its thirteen (13) debtor affili

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 17, 2019 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdiction of incorporation) (Com

Series 2019-VF1 Indenture Supplement, dated and effective as of February 14, 2019, by and among Ditech Agency Advance Trust, as issuer, Wells Fargo Bank, N.A., as indenture trustee, as calculation agent, as paying agent and as securities intermediary, Ditech Financial LLC, as administrator on behalf of the issuer and as servicer under the designated servicing agreements and Barclays Bank PLC, as administrative agent.

EXHIBIT 10.28.11 Execution Copy DITECH AGENCY ADVANCE TRUST, as Issuer and WELLS FARGO BANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and DITECH FINANCIAL LLC, as Administrator and as Servicer and BARCLAYS BANK PLC, as Administrative Agent SERIES 2019-VF1 INDENTURE SUPPLEMENT Dated and effective as of February 14, 2019 to INDENTURE Dated as of Februar

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-13417 Ditech Holding Corporation (Exact name of registrant as specified in its charter) Maryland 13-3950486 State or other jurisdiction of incorporation or organization (I.

Amended and Restated Master Repurchase Agreement, dated as of February 14, 2019, between Barclays Bank PLC, as purchaser and administrative agent, Nomura Corporate Funding Americas, LLC, as purchaser, Reverse Mortgage Solutions, Inc., as seller, and RMS REO BRC II, LLC.

EXHIBIT 10.30.6 Execution Copy AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT among BARCLAYS BANK PLC, as Purchaser and Agent, NOMURA CORPORATE FUNDING AMERICAS, LLC, as Purchaser, REVERSE MORTGAGE SOLUTIONS, INC., as Seller, and RMS REO BRC II, LLC, as REO Subsidiary Dated February 14, 2019 TABLE OF CONTENTS 1. APPLICABILITY.......................................................................

Master Refinancing Agreement, dated as of February 14, 2019, between Barclays Bank PLC, as administrative agent for the buyers and as buyer, Nomura Corporate Funding Americas, LLC, as buyer, other buyers from time to time, Barclays Capital Inc., as MSFTA counterparty, Nomura Securities International, Inc., as MSFTA counterparty, Ditech Financial, LLC, as DIP seller, Reverse Mortgage Solutions, Inc., as DIP seller, RMS REO BRC II, LLC, as DIP seller, and Ditech Holding Corporation, as guarantor.

EXHIBIT 10.40 MASTER REFINANCING AGREEMENT BARCLAYS BANK PLC, as administrative agent for the Buyers and other Secured Parties (in such capacity, “Administrative Agent”), BARCLAYS BANK PLC and NOMURA CORPORATE FUNDING AMERICAS, LLC, each as Buyer and other Buyers from time to time (“Buyers”), BARCLAYS CAPITAL INC. and NOMURA SECURITIES INTERNATIONAL, INC., each as an MSFTA Counterparty (“MSFTA Cou

Subsidiaries of the Registrant.

Exhibit 21 SUBSIDIARIES OF REGISTRANT As of April 5, 2019 Subsidiary State of Incorporation Mid-State Capital, LLC Delaware Walter Reverse Acquisition LLC Delaware Reverse Mortgage Solutions, Inc.

Series 2019-VF1 Indenture Supplement, dated and effective as of February 14, 2019, by and among Ditech PLS Advance Trust II, as issuer, Wells Fargo Bank, N.A., as indenture trustee, as calculation agent, as paying agent and as securities intermediary, Ditech Financial LLC, as administrator on behalf of the issuer and as servicer under the designated servicing agreements and Barclays Bank PLC, as administrative agent.

EXHIBIT 10.29.9 Execution Copy Ditech PLS Advance Trust II, as Issuer and WELLS FARGO BANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and DITECH FINANCIAL LLC, as Administrator and as Servicer and BARCLAYS BANK PLC, as Administrative Agent SERIES 2019-VF1 INDENTURE SUPPLEMENT Dated and effective as of February 14, 2019 to INDENTURE Dated as of February

Master Repurchase Agreement, dated as of February 14, 2019, between Barclays Bank PLC, as administrative agent and committed buyer, Nomura Corporate Funding Americas, LLC, as committed buyer, other buyers from time to time, and Ditech Financial, LLC, as seller.

EXHIBIT 10.38 Execution Copy MASTER REPURCHASE AGREEMENT BARCLAYS BANK PLC, as Administrative Agent, BARCLAYS BANK PLC, as a Committed Buyer, NOMURA CORPORATE FUNDING AMERICAS, LLC, as a Committed Buyer, and other Buyers from time to time and DITECH FINANCIAL LLC, as Seller Dated as of February 14, 2019 TABLE OF CONTENTS Page 1. Applicability........................................................

Participation Interest Sale and Contribution Agreement, dated October 1, 2018, between Reverse Mortgage Solutions, Inc. and RMS 2018-09, LLC.

EXHIBIT 10.34 Execution Copy PARTICIPATION INTEREST SALE AND CONTRIBUTION AGREEMENT by and between REVERSE MORTGAGE SOLUTIONS, INC., as Seller and RMS 2018-09, LLC, as Purchaser dated as of October 1, 2018 Buyout Home Equity Conversion Mortgage Loans and REO Properties TABLE OF CONTENTS Page ARTICLE I DEFINITIONS......................................................................................

Margin, Setoff and Netting Agreement, dated as of February 14, 2019, among Barclays Bank PLC, as administrative agent for the benefit of the buyer group and as repo buyer, Nomura Corporate Funding Americas, LLC, as repo buyer, Barclays Capital Inc., as MSFTA counterparty, Nomura Securities International, Inc., as MSFTA counterparty, Ditech Financial, LLC, as seller, Reverse Mortgage Solutions, Inc., as seller, RMS REO BRC II, LLC, as seller, and Ditech Holding Corporation, as guarantor.

EXHIBIT 10.39 EXECUTION VERSION MARGIN, SETOFF AND NETTING AGREEMENT THIS MARGIN, SETOFF AND NETTING AGREEMENT, dated as of February 14, 2019 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made collectively among (i) BARCLAYS BANK PLC (“Barclays”), as Administrative Agent (as defined in the Master Refinancing Agreement referred to below) (in such

WAC / Walter Investment Management Corp. S-8 POS

S-8 POS 1 d668936ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 10, 2019 Registration No. 333-224350 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-224350 Ditech Holding Corporation (Exact name of registrant as specified in its charter) Maryland 13-3950486 (State of In

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): March 28, 2019 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdiction of incorporation) (Com

AMENDED JOINT CHAPTER 11 PLAN OF DITECH HOLDING CORPORATION AND ITS AFFILIATED DEBTORS

EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK X : In re : Chapter 11 : DITECH HOLDING CORPORATION, et al., : Case No. 19-10412 (JLG) : Debtors.1 : (Jointly Administered) : X AMENDED JOINT CHAPTER 11 PLAN OF DITECH HOLDING CORPORATION AND ITS AFFILIATED DEBTORS WEIL, GOTSHAL & MANGES LLP Ray C. Schrock, P.C. Sunny Singh 767 Fifth Avenue New York, New York 10153 T

AMENDED DISCLOSURE STATEMENT FOR AMENDED JOINT CHAPTER 11 PLAN OF DITECH HOLDING CORPORATION AND ITS AFFILIATED DEBTORS

EX-99.2 Exhibit 99.2 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK X : In re : Chapter 11 : DITECH HOLDING CORPORATION, et al., : Case No. 19-10412 (JLG) : Debtors.1 : (Jointly Administered) : X AMENDED DISCLOSURE STATEMENT FOR AMENDED JOINT CHAPTER 11 PLAN OF DITECH HOLDING CORPORATION AND ITS AFFILIATED DEBTORS WEIL, GOTSHAL & MANGES LLP Ray C. Schrock, P.C. Sunny Singh, Esq. 767

WAC / Walter Investment Management Corp. NT 10-K DHCP FY2018 12B-25

NT 10-K 1 dhcpfy201812b-25.htm NT 10-K DHCP FY2018 12B-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-13417 CUSIP NUMBER NOTIFICATION OF LATE FILING 25501G105 (Check one): þ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2018 ☐ Transition Report on Form 10-K ☐ Transition

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

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): March 20, 2019 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdiction of incorporation) (Com

DISCLOSURE STATEMENT FOR JOINT CHAPTER 11 PLAN OF DITECH HOLDING CORPORATION AND ITS AFFILIATED DEBTORS

EX-99.2 Exhibit 99.2 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK X : In re : Chapter 11 : DITECH HOLDING CORPORATION, et al., : Case No. 19-10412 (JLG) : Debtors.1 : (Jointly Administered) : X DISCLOSURE STATEMENT FOR JOINT CHAPTER 11 PLAN OF DITECH HOLDING CORPORATION AND ITS AFFILIATED DEBTORS WEIL, GOTSHAL & MANGES LLP Ray C. Schrock, P.C. Sunny Singh, Esq. 767 Fifth Avenue New

JOINT CHAPTER 11 PLAN OF DITECH HOLDING CORPORATION AND ITS AFFILIATED DEBTORS WEIL, GOTSHAL & MANGES LLP Ray C. Schrock, P.C. Sunny Singh 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Proposed Attorney

EX-99.1 Table of Contents Exhibit 99.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK X : In re : Chapter 11 : DITECH HOLDING CORPORATION, et al., : Case No. 19-10412 (JLG) : Debtors.1 : (Jointly Administered) : X JOINT CHAPTER 11 PLAN OF DITECH HOLDING CORPORATION AND ITS AFFILIATED DEBTORS WEIL, GOTSHAL & MANGES LLP Ray C. Schrock, P.C. Sunny Singh 767 Fifth Avenue New York, New Yo

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): 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) (Comm

Entry into a Material Definitive Agreement, Other Events

8-K 1 d711280d8k.htm FORM 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): February 14, 2019 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisd

DHCP / Ditech Holding Corporation / Deer Park Road Management Company, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* DITECH HOLDING CORP (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 25501G105 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

DHCP / Ditech Holding Corporation / BANK OF AMERICA CORP /DE/ - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* DITECH HOLDING CORP (Name of Issuer) Common Stock (Title of Class of Securities) 25501G105 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

Restructuring Support Agreement, dated as of February 8, 2019, by and among Ditech Holding Corporation and its direct and indirect subsidiaries and the Consenting Term Lenders party to the Second Amended and Restated Credit Agreement, dated as of February 9, 2018 (Incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 11, 2019).

EX-10.1 Exhibit 10.1 EXECUTION VERSION RESTRUCTURING SUPPORT AGREEMENT This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, and including any exhibits or schedules hereto, this “Agreement”), dated as of February 8, 2019, is entered into by and between: (i) Ditech Holding Corporation and its direct and indirect s

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events, Bankruptcy or Receivership

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): February 8, 2019 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdiction of incorporation) (C

Forbearance Agreement, Dated February 8, 2019, by and among Ditech Financial and Nomura Securities International, Inc.

EX-10.5 Exhibit 10.5 EXECUTION VERSION FORBEARANCE WITH RESPECT TO MSFTA This Forbearance with respect to MSFTA, dated as of the Effective Date (as defined below) (this “Forbearance”), is entered into DITECH FINANCIAL LLC (“Ditech”) and NOMURA SECURITIES INTERNATIONAL, INC. (“Nomura”). RECITALS WHEREAS, Ditech and Nomura are parties to that certain Master Securities Forward Transaction Agreement,

Forbearance Agreement, dated February 8, 2019, by and among the Company and certain of its subsidiaries and the Warehouse Lenders

EX-10.4 Exhibit 10.4 EXECUTION VERSION FORBEARANCE WITH RESPECT TO WAREHOUSE FACILITY AGREEMENTS This Forbearance with respect to Warehouse Facility Agreements, dated as of the Effective Date (as defined below) (this “Forbearance”), is entered into by and among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (“Credit Suisse”), as Administrative Agent on behalf of Buyers (in such capacity, “Adminis

Ditech Holding Corporation Enters Into Restructuring Support Agreement Files for Voluntary Reorganization Under Chapter 11 to Implement Terms of the Agreement Receives Commitment for $1.9 Billion in Financing to Support Operations

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Ditech Holding Corporation Enters Into Restructuring Support Agreement Files for Voluntary Reorganization Under Chapter 11 to Implement Terms of the Agreement Receives Commitment for $1.9 Billion in Financing to Support Operations FORT WASHINGTON, Pa., February 11, 2019 – Ditech Holding Corporation (“Ditech Holding”) (OTC Pink: DHCP) today announced that

Forbearance Agreement, dated February 8, 2019, by and among the Company and the Credit Agreement Forbearing Parties

EX-10.3 Exhibit 10.3 Execution Version FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT (this “Agreement”), dated as of February 8, 2019, is entered into by and among DITECH HOLDING CORPORATION, a Maryland corporation (the “Borrower”), the Lenders listed on the signature pages hereto constituting the Required Lenders and the Agent (as defined below) (the Agent together with the undersigned Lenders

Commitment Letter, dated as of February 8, 2019.

EX-10.2 Exhibit 10.2 EXECUTION VERSION BARCLAYS BANK PLC 745 Seventh Avenue New York, NY 10019 NOMURA CORPORATE FUNDING AMERICAS, LLC Worldwide Plaza, 309 West 49th Street New York, NY 10019-7316 CONFIDENTIAL February 8, 2019 Ditech Holding Corporation Ditech Financial LLC 1100 Virginia Drive, Suite 100 Fort Washington, PA 19034 Attention: Joanna Rodriquez Email: [email protected] Revers

Regulation FD Disclosure, Termination of a Material Definitive Agreement

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): January 17, 2019 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdiction of incorporation) (C

Forbearance Agreement, dated January 16, 2019 by and among the Company and the Credit Agreement Forbearing Parties

EX-10.2 Exhibit 10.2 EXECUTION VERSION FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT (this “Agreement”), dated as of January 16, 2019, is entered into by and among DITECH HOLDING CORPORATION, a Maryland corporation (the “Borrower”), the Lenders listed on the signature pages hereto constituting the Required Lenders and the Agent (as defined below) (the Agent together with the undersigned Lenders

Forbearance Agreement, dated January 16, 2019 by and among the Company and certain of its subsidiaries and the Warehouse Lenders

EX-10.3 Exhibit 10.3 EXECUTION DRAFT FORBEARANCE WITH RESPECT TO WAREHOUSE FACILITY AGREEMENTS This Forbearance with respect to Warehouse Facility Agreements, dated as of the Effective Date (as defined below) (this “Forbearance”), is entered into by and among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (“Credit Suisse”), as Administrative Agent on behalf of Buyers (in such capacity, “Administr

Forbearance Agreement, dated January 16, 2019 by and among the Company, the guarantors under the Indenture and the 2L Holders

EX-10.1 Exhibit 10.1 EXECUTION VERSION FORBEARANCE FORBEARANCE, dated as of January 16, 2019 (this “Agreement”), by and among Ditech Holding Corporation, a Maryland corporation (the “Issuer”), each of the undersigned entities listed as guarantors (the “Guarantors” and, together with the Issuer, the “Note Parties”), and each of the undersigned beneficial owners and/or investment advisors or manager

Termination Letter Agreement between Ritesh Chaturbedi and Ditech Holding Company, dated January 14, 2019 (Incorporated herein by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on January 17, 2019).

EX-10.4 Exhibit 10.4 January 14, 2019 Ritesh Chaturbedi 225 Sollas Ct. Ridgewood, NJ 07450 Re: Termination Letter Agreement Dear Ritesh: This letter agreement (the “Agreement”) is entered into in connection with your termination as Chief Operating Officer of Ditech Holding Corporation (the “Company”) by the Company without cause. Your termination is effective as of January 11, 2019 (the “Terminati

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Form 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): January 14, 2019 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdiction of incorporatio

WAC / Walter Investment Management Corp. / Lion Point Capital, LP - DECEMBER 26, 2018 Activist Investment

SC 13D/A 1 ditech13da1-122618.htm DECEMBER 26, 2018 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* DITECH HOLDING CORP. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 93317W10

WAC / Walter Investment Management Corp. / COOPERMAN LEON G - SCHEDULE 13D/A Activist Investment

SC 13D/A 1 dhcp13da122018.htm SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* DITECH HOLDING CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 93317W102 (CUSIP Number) Edward Levy 810 Seventh Avenue, 33rd Floor New York, New York 10019 212-495-5200 (Name, Address

WAC / Walter Investment Management Corp. / Martini Samuel - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No 2)* DITECH HOLDING CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 93317W102 (CUSIP Number) December 17, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

DHCP / Ditech Holding Corporation / Phoenix Investment Adviser LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Ditech Holding Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 25501G105 (CUSIP Number) Lance Friedler c/o Phoenix Investment Adviser LLC 420 Lexington Avenue, Suite 2040 (212) 359-6200 Name, Address

Regulation FD Disclosure

Form 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): December 17, 2018 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdiction of incorporati

Regulation FD Disclosure, Financial Statements and Exhibits

Form 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): December 14, 2018 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdiction of incorporati

DISCLAIMER CONFIDENTIAL INFORMATION This document has been prepared by Ditech Holding Corporation (“DHCP” or the “Company”), and is for information purposes only. By accepting this document, you hereby acknowledge that (a) the information contained h

Exhibit 99.1 Stakeholder Discussion Materials Exhibit 99.1 DISCLAIMER CONFIDENTIAL INFORMATION This document has been prepared by Ditech Holding Corporation (“DHCP” or the “Company”), and is for information purposes only. By accepting this document, you hereby acknowledge that (a) the information contained herein (the "Confidential Information") contains material non-public information relating to

TRANSACTIONS

EX-99.1 Exhibit 99.1 TRANSACTIONS Except as previously disclosed in this Schedule 13D, as amended, the following table sets forth all transactions by the Reporting Persons or on behalf of the Reporting Persons with respect to securities of the Issuer effected in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on December 7, 2018. All such transaction

DHCP / Ditech Holding Corporation / First Pacific Advisors, LLC - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d669572dsc13da.htm AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* DITECH HOLDING CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title and Class of Securities) 25501G105 (CUSIP Number) J. Richard Atwood First Pacific Advisors, LP 11601

DHCP / Ditech Holding Corporation / NOMURA HOLDINGS INC - SC 13G Passive Investment

SC 13G 1 a18-413371sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Ditech Holding Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 25501G105 (CUSIP Number) November 30, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

Financial Statements and Exhibits, Other Events

Form 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): December 3, 2018 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdiction of incorporatio

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF PENNSYLVANIA ) MICHAEL E. VACEK, JR., derivatively on ) behalf of WALTER INVESTMENT ) MANAGEMENT CORP., ) ) Plaintiff, ) v. ) Case 2:17-cv-02820-JCJ ) GEORGE M. AWAD, DANIEL G. ) BELTZMAN, MICHAEL M. B

EX-99.1 Exhibit 99.1 UNITED STATES DISTRICT COURT EASTERN DISTRICT OF PENNSYLVANIA ) MICHAEL E. VACEK, JR., derivatively on ) behalf of WALTER INVESTMENT ) MANAGEMENT CORP., ) ) Plaintiff, ) v. ) Case 2:17-cv-02820-JCJ ) GEORGE M. AWAD, DANIEL G. ) BELTZMAN, MICHAEL M. BHASKARAN, ) NEAL P. GOLDMAN, WILLIAM J. ) MEURER, ALVARO G. de MOLINA, ) VADIM PERELMAN, and ANTHONY N. ) RENZI, ) ) Defendants,

DHCP / Ditech Holding Corporation / Phoenix Investment Adviser LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Ditech Holding Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 25501G105 (CUSIP Number) Lance Friedler c/o Phoenix Investment Adviser LLC 420 Lexington Avenue, Suite 2040 (212) 359-6200 Name, Address

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ('NYSE' or the 'Exchange') hereby notifies the Securities and Exchange Commission (the 'Commission') of its intention to remove the entire class of Common Stock ('Common Stock'), Series A Warrants (Expiring February 9, 2028) and Series B Warrants (Expiring February 9, 2028) (collectively with the Common Stock, the 'Securities') of Ditech Holding Corporation (the 'Company') from listing and registration on the Exchange on December 3, 2018, pursuant to the provisions of Rule 12d2-2(b) because, in the opinion of the Exchange, the Common Stock is no longer suitable for continued listing and trading on the Exchange.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ('NYSE' or the 'Exchange') hereby notifies the Securities and Exchange Commission (the 'Commission') of its intention to remove the entire class of Common Stock ('Common Stock'), Series A Warrants (Expiring February 9, 2028) and Series B Warrants (Expiring February 9, 2028) (collectively with the Common Stock, the 'Securities') of Ditech Holding Corporation (the 'Company') from listing and registration on the Exchange on December 3, 2018, pursuant to the provisions of Rule 12d2-2(b) because, in the opinion of the Exchange, the Common Stock is no longer suitable for continued listing and trading on the Exchange.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ('NYSE' or the 'Exchange') hereby notifies the Securities and Exchange Commission (the 'Commission') of its intention to remove the entire class of Common Stock ('Common Stock'), Series A Warrants (Expiring February 9, 2028) and Series B Warrants (Expiring February 9, 2028) (collectively with the Common Stock, the 'Securities') of Ditech Holding Corporation (the 'Company') from listing and registration on the Exchange on December 3, 2018, pursuant to the provisions of Rule 12d2-2(b) because, in the opinion of the Exchange, the Common Stock is no longer suitable for continued listing and trading on the Exchange.

DHCP / Ditech Holding Corporation / Baker Street Capital Management, LLC - AMENDMENT NO. 6 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 6)1 Ditech Holding Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 25501G105 (CUSIP Number) VADIM PEREL

DITECH HOLDING CORPORATION ANNOUNCES THIRD QUARTER 2018 HIGHLIGHTS AND FINANCIAL RESULTS Third Quarter Results PRE-TAX INCOME (LOSS) TOTAL REVENUES TOTAL EXPENSES $(37.0) million $204.7 million $252.1 million ADJUSTED EBITDA TOTAL SERVICED UPB TOTAL

Ditech Holding Corporation OTC Pink: DHCP www.ditechholding.com News Release: IMMEDIATE RELEASE DITECH HOLDING CORPORATION ANNOUNCES THIRD QUARTER 2018 HIGHLIGHTS AND FINANCIAL RESULTS Third Quarter Results PRE-TAX INCOME (LOSS) TOTAL REVENUES TOTAL EXPENSES $(37.0) million $204.7 million $252.1 million ADJUSTED EBITDA TOTAL SERVICED UPB TOTAL FUNDED VOLUME $26.1 million $187.4 billion $3.3 billio

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 14, 2018 Ditech Holding Corporation (Exact name of registrant as specified in its charter) Maryland 001-13417 13-3950486 (State or other jurisdiction of incorporation) (Commi

Amendment No. 4 to the Series 2018-VF1 Indenture Supplement, dated as of November 13, 2018, by and among Ditech Agency Advance Trust, as issuer, Wells Fargo Bank, N.A., as indenture trustee, as calculation agent, as paying agent and as securities intermediary, Ditech Financial LLC, as administrator and servicer and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, and consented to by Credit Suisse AG, New York Branch, as noteholder of a Series 2018-VF1 note on behalf of the Credit Suisse purchaser group and Barclays Bank PLC as noteholder of a Series 2018-VF1 note on behalf of the Barclays purchaser group (Incorporated herein by reference to Exhibit 10.4.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 as filed with the Securities and Exchange Commission on November 14, 2018).

EXHIBIT 10.4.2 EXECUTION VERSION DITECH AGENCY ADVANCE TRUST, as Issuer, WELLS FARGO BANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary, DITECH FINANCIAL LLC, as Administrator and as Servicer, CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent, CREDIT SUISSE AG, NEW YORK BRANCH, as a Noteholder of the Series 2018-VF1 Variable Funding

WAC / Walter Investment Management Corp. 10-Q DHCP Q3 FY2018 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13417 Ditec

Amendment No. 4 to the Series 2018-VF1 Indenture Supplement, dated as of November 13, 2018, by and among Ditech PLS Advance Trust II, as issuer, Wells Fargo Bank, N.A., as indenture trustee, as calculation agent, as paying agent and as securities intermediary, Ditech Financial LLC, as administrator and servicer and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, and consented to by Credit Suisse AG, New York Branch, as noteholder of a Series 2018-VF1 note on behalf of the Credit Suisse purchaser group and Barclays Bank PLC as noteholder of a Series 2018-VF1 note on behalf of the Barclays purchaser group (Incorporated herein by reference to Exhibit 10.5.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 as filed with the Securities and Exchange Commission on November 14, 2018).

EXHIBIT 10.5.2 EXECUTION VERSION DITECH PLS ADVANCE TRUST II, as Issuer, WELLS FARGO BANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary, DITECH FINANCIAL LLC, as Administrator and as Servicer, CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent, CREDIT SUISSE AG, NEW YORK BRANCH, as a Noteholder of the Series 2018-VF1 Variable Funding

Form of October 2018 Retention Agreement.

EXHIBIT 10.8 FORM OF RETENTION AGREEMENT [Company Letterhead] As of October 2, 2018 [NAME] [ADDRESS] Re: Key Employee Retention Bonus Dear [FIRST NAME]: In recognition of your continuing key role at Ditech Holding Corporation (the “Company”), the Board of Directors of the Company (the “Board”), upon the recommendation of the Compensation and Human Resources Committee of the Board (the “Committee”)

Amendment No. 9 to Amended and Restated Master Repurchase Agreement, dated as of September 4, 2018, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, a company incorporated under the laws of Switzerland, acting through its Cayman Islands Branch, Alpine Securitization Ltd, Barclays Bank PLC, Ditech Financial LLC and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.)

EXHIBIT 10.7 EXECUTION AMENDMENT NO. 9 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Amendment No. 9 to Amended and Restated Master Repurchase Agreement, dated as of September 4, 2018 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS BRANCH (“CS Cay

DITECH HOLDING CORPORATION CONFIRMS SUSPENSION NOTICE FROM NYSE AND COMMENCEMENT OF DELISTING PROCEEDINGS

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE DITECH HOLDING CORPORATION CONFIRMS SUSPENSION NOTICE FROM NYSE AND COMMENCEMENT OF DELISTING PROCEEDINGS FORT WASHINGTON, Pa., November 6, 2018 – Ditech Holding Corporation (“Ditech” or the “Company”) (NYSE: DHCP) today announced that it received notification from The New York Stock Exchange (the “NYSE”) informing Ditech that the NYSE has determined to c

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): November 6, 2018 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdiction of incorporation) (C

DHCP / Ditech Holding Corporation / Phoenix Investment Adviser LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Ditech Holding Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 25501G105 (CUSIP Number) Lance Friedler c/o Phoenix Investment Adviser LLC 420 Lexington Avenue, Suite 2040 (212) 359-6200 Name, Address

DHCP / Ditech Holding Corporation / First Pacific Advisors, LLC - AMENDMENT NO.2 TO SCHEDULE 13D Activist Investment

Amendment No.2 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* DITECH HOLDING CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title and Class of Securities) 25501G105 (CUSIP Number) J. Richard Atwood First Pacific Advisors, LP 11601 Wilshire Blvd. Suite 1200 Los A

TRANSACTIONS

EX-99.1 Exhibit 99.1 TRANSACTIONS Except as previously disclosed in this Schedule 13D, as amended, the following table sets forth all transactions by the Reporting Persons or on behalf of the Reporting Persons with respect to securities of the Issuer effected in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on October 29, 2018. All such transaction

TRANSACTIONS

EX-99.2 Exhibit 99.2 TRANSACTIONS The following table sets forth all transactions by the Reporting Persons or on behalf of the Reporting Persons with respect to securities of the Issuer effected in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on October 25, 2018. All such transactions were sales of securities of the Issuer effected in the open mar

DHCP / Ditech Holding Corporation / First Pacific Advisors, LLC - AMENDMENT NO.1 TO SCHEDULE 13D Activist Investment

Amendment No.1 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* DITECH HOLDING CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title and Class of Securities) 25501G105 (CUSIP Number) J. Richard Atwood First Pacific Advisors, LP 11601 Wilshire Blvd. Suite 1200 Los A

JOINT FILING AGREEMENT

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Ditech Holding Corporation. This Joint Fil

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d633042d8k.htm FORM 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): October 1, 2018 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001-13417 13-3950486 (State or other jurisdict

DHCP / Ditech Holding Corporation / HIGHBRIDGE CAPITAL MANAGEMENT LLC - DITECH HOLDING CORPORATION Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ditech Holding Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 25501G105 (CUSIP Number) September 12, 2018 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursua

DITECH HOLDING CORPORATION ANNOUNCES SECOND QUARTER 2018 HIGHLIGHTS AND FINANCIAL RESULTS - Reported second quarter 2018 net loss of $40.5 million - Reduced general and administrative and compensation expenses by $35.5 million, or 16%, as compared to

News Release Contact: Jason Harbes, CFA Director of Investor Relations 813.421.7694 [email protected] DITECH HOLDING CORPORATION ANNOUNCES SECOND QUARTER 2018 HIGHLIGHTS AND FINANCIAL RESULTS - Reported second quarter 2018 net loss of $40.5 million - Reduced general and administrative and compensation expenses by $35.5 million, or 16%, as compared to second quarter 2017 -Reduced corpora

Second Quarter 2018 Earnings Presentation August 9, 2018 Forward-Looking Statements Certain statements in this presentation constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Sectio

ex992dhcpfy18q2earnin55c Second Quarter 2018 Earnings Presentation August 9, 2018 Forward-Looking Statements Certain statements in this presentation constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 9, 2018 Ditech Holding Corporation (Exact name of registrant as specified in its charter) Maryland 001-13417 13-3950486 (State or other jurisdiction of incorporation) (Commissi

Form of 2018 Transaction Incentive Award Agreement.

Exhibit 10.4.3 [DATE] [NAME AND ADDRESS] Re: Transaction Incentive Award Dear [EMPLOYEE NAME]: As you know, Ditech Holding Corporation (the “Company”) has recently announced that it is in the process of evaluating strategic alternatives to enhance stockholder value. Among these alternatives is a possible sale or business combination involving the Company. In connection with this evaluation, the Co

Restricted Cash Award Agreement between Ditech Holding Corporation and Jerry Lombardo, dated July 18, 2018.

Exhibit 10.3 DITECH HOLDING CORPORATION 2018 Equity Incentive Plan Restricted Cash Award Agreement This RESTRICTED CASH AWARD AGREEMENT (this “Agreement”) entered into as of this 18 day of July, 2018 (the “Date of Grant”), is between Ditech Holding Corporation, a Maryland corporation (the “Company”), and Jerry Lombardo (the “Participant”). The Compensation and Human Resources Committee of the Comp

Mortgage Loan Purchase Agreement, dated as of June 13, 2018, between Reverse Mortgage Solutions, Inc., as seller and Reverse Mortgage Funding LLC, as purchaser.

Exhibit 10.10 EXECUTION COPY MORTGAGE LOAN PURCHASE AGREEMENT by and between REVERSE MORTGAGE SOLUTIONS, INC., as Seller and REVERSE MORTGAGE FUNDING LLC, as Purchaser dated as of June 13, 2018 Buyout Home Equity Conversion Mortgage Loans (Servicing Released) TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II CLOSING; TERMS AND CONDITIONS 7 Section 2.01 Agreement of Sale 7 Section 2.02 Gap

Performance Stock Unit Award Agreement between Ditech Holding Corporation and Thomas Marano, dated July 18, 2018.

Exhibit 10.1.2 DITECH HOLDING CORPORATION 2018 Equity Incentive Plan Performance Stock Unit Award Agreement This PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) entered into as of this 18th day of July, 2018 (the “Date of Grant”), is between Ditech Holding Corporation, a Maryland corporation (the “Company”), and Thomas Marano (the “Participant”). This award is made pursuant to the terms

Amendment No. 3 to the Series 2018-VF1 Indenture Supplement, dated as of August 6, 2018, by and among Ditech PLS Advance Trust II, as issuer, Wells Fargo Bank, N.A., as indenture trustee, as calculation agent, as paying agent and as securities intermediary, Ditech Financial LLC, as administrator and servicer and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, and consented to by Credit Suisse AG, New York Branch, as noteholder of a Series 2018-VF1 note on behalf of the Credit Suisse purchaser group and Barclays Bank PLC as noteholder of a Series 2018-VF1 note on behalf of the Barclays purchaser group (Incorporated herein by reference to Exhibit 10.8.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 as filed with the Securities and Exchange Commission on August 9, 2018).

Exhibit 10.8.3 EXECUTION VERSION DITECH PLS ADVANCE TRUST II, as Issuer, WELLS FARGO BANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary, DITECH FINANCIAL LLC, as Administrator and as Servicer, CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent, CREDIT SUISSE AG, NEW YORK BRANCH, as a Noteholder of the Series 2018-VF1 Variable Funding

Amendment No. 3 to Master Repurchase Agreement, dated as of August 6, 2018, between Barclays Bank PLC, as purchaser and agent, and Reverse Mortgage Solutions, Inc., as seller.

Exhibit 10.9.5 EXECUTION COPY AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENT Amendment No. 3 to Master Repurchase Agreement, dated as of August 6, 2018 (this “Amendment”), among BARCLAYS BANK PLC, as purchaser and agent (the “Purchaser”), REVERSE MORTGAGE SOLUTIONS, INC., as seller (the “Seller”), and DITECH HOLDING CORPORATION, as guarantor (the “Guarantor”). RECITALS The Purchaser and the Seller

Side Letter Agreement, dated as of June 28, 2018, between New Residential Mortgage LLC and Ditech Financial LLC.

Exhibit 10.11 Ditech Financial LLC 1100 Virginia Drive, Suite 100A Fort Washington, PA ditech.com June 28, 2018 New Residential Mortgage LLC 1345 Avenue of the Americas, 45th Floor New York, NY 10105 Attention: Jonathan Grebinar Re: Subservicing Agreement dated August 8, 2016 by and between New Residential Mortgage LLC “NRM”) and Ditech Financial LLC (“Ditech”) (the “Subservicing Agreement”) Dear

Performance Stock Unit Award Agreement between Ditech Holding Corporation and Ritesh Chaturbedi, dated July 18, 2018.

Exhibit 10.2.2 Ritesh Chaturbedi PSU Form DITECH HOLDING CORPORATION 2018 Equity Incentive Plan Performance Stock Unit Award Agreement This PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) entered into as of this 18th day of July, 2018 (the “Date of Grant”), is between Ditech Holding Corporation, a Maryland corporation (the “Company”), and Ritesh Chaturbedi (the “Participant”). This award

Form of 2018 Tier I Performance Stock Unit Award Agreement under the Ditech Holding Corporation Amended and Restated 2018 Equity Incentive Plan.

Exhibit 10.4.2 Tier I PSU DITECH HOLDING CORPORATION 2018 Equity Incentive Plan Performance Stock Unit Award Agreement This PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) entered into as of this [●] day of July, 2018 (the “Date of Grant”), is between Ditech Holding Corporation, a Maryland corporation (the “Company”), and [●] (the “Participant”). This award is made pursuant to the terms

WAC / Walter Investment Management Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13417 Ditech Hol

Amendment No. 3 to the Series 2018-VF1 Indenture Supplement, dated as of August 6, 2018, by and among Ditech Agency Advance Trust, as issuer, Wells Fargo Bank, N.A., as indenture trustee, as calculation agent, as paying agent and as securities intermediary, Ditech Financial LLC, as administrator and servicer and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, and consented to by Credit Suisse AG, New York Branch, as noteholder of a Series 2018-VF1 note on behalf of the Credit Suisse purchaser group and Barclays Bank PLC as noteholder of a Series 2018-VF1 note on behalf of the Barclays purchaser group (Incorporated herein by reference to Exhibit 10.7.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 as filed with the Securities and Exchange Commission on August 9, 2018).

Exhibit 10.7.4 EXECUTION VERSION DITECH AGENCY ADVANCE TRUST, as Issuer, WELLS FARGO BANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary, DITECH FINANCIAL LLC, as Administrator and as Servicer, CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent, CREDIT SUISSE AG, NEW YORK BRANCH, as a Noteholder of the Series 2018-VF1 Variable Funding

DHCP / Ditech Holding Corporation / Phoenix Investment Adviser LLC - SC 13D/A Activist Investment

SC 13D/A 1 ditech13da1.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ditech Holding Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 25501G105 (CUSIP Number) Lance Friedler c/o Phoenix Investment Adviser LLC 420 Lexington Avenue, Suit

DITECH HOLDING CORPORATION ANNOUNCES LISTING OF WARRANTS ON NYSE

EX-99.1 Exhibit 99.1 Press Release Investor Contact: Kira Vanderwert Head of Investor Relations and Corporate Development 813.421.7694 [email protected] FOR IMMEDIATE RELEASE DITECH HOLDING CORPORATION ANNOUNCES LISTING OF WARRANTS ON NYSE FORT WASHINGTON, PA., July 2, 2018 – Ditech Holding Corporation (“Ditech Holding” or the “Company”) (NYSE: DHCP) today announced that the Company rec

Financial Statements and Exhibits, Other Events

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): July 2, 2018 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001-13417 13-3950486 (State or other jurisdiction of incorporation) (Commis

Regulation FD Disclosure, Financial Statements and Exhibits

Form 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): June 27, 2018 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdiction of incorporation)

DITECH HOLDING CORPORATION TO EXPLORE STRATEGIC ALTERNATIVES TO ENHANCE STOCKHOLDER VALUE

EX-99.1 Exhibit 99.1 Press Release Investor Contact: Kira Vanderwert Head of Investor Relations and Corporate Development 813.421.7694 [email protected] FOR IMMEDIATE RELEASE DITECH HOLDING CORPORATION TO EXPLORE STRATEGIC ALTERNATIVES TO ENHANCE STOCKHOLDER VALUE FORT WASHINGTON, PA., June 27, 2018 – Ditech Holding Corporation (“Ditech Holding” or the “Company”) (NYSE: DHCP) today anno

WAC / Walter Investment Management Corp. 8-A12B

8-A12B 1 d546473d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Ditech Holding Corporation (Exact Name of Registrant as Specified in Its Charter) Maryland 13-3950486 (State or Other Jurisdiction of Incorporation or Organization

WAC / Walter Investment Management Corp. / Martini Samuel - SCHEDULE 13GA Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No 1)* DITECH HOLDING CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 93317W102 (CUSIP Number) March 27, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

Entry into a Material Definitive Agreement

Form 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): June 13, 2018 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdiction of incorporation)

DHCP / Ditech Holding Corporation / Birch Run Capital Advisors, LP Activist Investment

SC 13D/A 1 sch13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* DITECH HOLDING CORP. (Name of Issuer) Common Stock, par value $0.01 per share (Title and Class of Securities) 25501G105 (CUSIP Number) Caren Abramovich Birch Run Capital Advisors, LP 1350 Broadway Suite 2215 New York, NY 10018 (212

Submission of Matters to a Vote of Security Holders

8-K 1 d552206d8k.htm 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): June 7, 2018 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdiction of

First Quarter 2018 Earnings Presentation June 6, 2018 Forward-Looking Statements Certain statements in this presentation constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 2

ex992dhcpq1fy18earningsd First Quarter 2018 Earnings Presentation June 6, 2018 Forward-Looking Statements Certain statements in this presentation constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): June 6, 2018 Ditech Holding Corporation (Exact name of registrant as specified in its charter) Maryland 001-13417 13-3950486 (State or other jurisdiction of incorporation) (Commission

DITECH HOLDING CORPORATION ANNOUNCES FIRST QUARTER 2018 HIGHLIGHTS AND FINANCIAL RESULTS - Reported first quarter 2018 net income of $466.9 million, which includes a net gain from reorganization and other fresh start accounting adjustments of $464.5

News Release Contact: Kira Vanderwert Head of Investor Relations and Corporate Development 813.

Amendment No. 8 to Amended and Restated Master Repurchase Agreement, dated as of May 30, 2018, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, a company incorporated under the laws of Switzerland, acting through its Cayman Islands Branch, Alpine Securitization Ltd, Barclays Bank PLC, Ditech Financial LLC and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.)

Exhibit 10.5.5 EXECUTION VERSION AMENDMENT NO. 8 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Amendment No. 8 to Amended and Restated Master Repurchase Agreement, dated as of May 30, 2018 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS BRANCH (“C

Guaranty, dated as of April 23, 2018, by Ditech Holding Corporation in favor of Barclays Bank PLC as agent and purchaser (the “Purchaser”) under the Master Repurchase Agreement, dated as of April 23, 2018, between the Purchaser and Reverse Mortgage Solutions, Inc., as seller.

Exhibit 10.11.2 EXECUTION VERSION GUARANTY This GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), dated April 23, 2018, is by Ditech Holding Corporation, a Maryland corporation (“Guarantor”). WHEREAS, Guarantor is furnishing its guaranty of the Guaranteed Obligations (as hereinafter defined) in order to induce the Purchaser (as

Amendment No. 1 to the Series 2018-VF1 Indenture Supplement, dated as of April 20, 2018, by and among Ditech Agency Advance Trust, as issuer, Wells Fargo Bank, N.A., as indenture trustee, as calculation agent, as paying agent and as securities intermediary, Ditech Financial LLC, as administrator and servicer and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, and consented to by Credit Suisse AG, New York Branch, as noteholder of a Series 2018-VF1 note on behalf of the Credit Suisse purchaser group and Barclays Bank PLC as noteholder of the Series 2018-VF1 note on behalf of the Barclays purchaser group.

EX-10.9.6 6 ex1096fy2018q1.htm EXHIBIT 10.9.6 Exhibit 10.9.6 EXECUTION VERSION DITECH AGENCY ADVANCE TRUST, as Issuer, WELLS FARGO BANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary, DITECH FINANCIAL LLC, as Administrator and as Servicer, CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent, CREDIT SUISSE AG, NEW YORK BRANCH, as a Note

Amendment No. 1 to the Series 2018-VF1 Indenture Supplement, dated as of April 20, 2018, by and among Ditech PLS Advance Trust II, as issuer, Wells Fargo Bank, N.A., as indenture trustee, as calculation agent, as paying agent and as securities intermediary, Ditech Financial LLC, as administrator and servicer and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, and consented to by Credit Suisse AG, New York Branch, as noteholder of a Series 2018-VF1 note on behalf of the Credit Suisse purchaser group and Barclays Bank PLC as noteholder of a Series 2018-VF1 note on behalf of the Barclays purchaser group (Incorporated herein by reference to Exhibit 10.10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 as filed with the Securities and Exchange Commission on June 6, 2018).

Exhibit 10.10.5 EXECUTION VERSION DITECH PLS ADVANCE TRUST II, as Issuer, WELLS FARGO BANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary, DITECH FINANCIAL LLC, as Administrator and as Servicer, CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent, CREDIT SUISSE AG, NEW YORK BRANCH, as a Noteholder of the Series 2018-VF1 Variable Fundin

Amendment No. 2 to the Series 2018-VF1 Indenture Supplement, dated as of May 15, 2018, by and among Ditech PLS Advance Trust II, as issuer, Wells Fargo Bank, N.A., as indenture trustee, as calculation agent, as paying agent and as securities intermediary, Ditech Financial LLC, as administrator and servicer and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, and consented to by Credit Suisse AG, New York Branch, as noteholder of a Series 2018-VF1 note on behalf of the Credit Suisse purchaser group and Barclays Bank PLC as noteholder of a Series 2018-VF1 note on behalf of the Barclays purchaser group (Incorporated herein by reference to Exhibit 10.10.6 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 as filed with the Securities and Exchange Commission on June 6, 2018).

Exhibit 10.10.6 EXECUTION VERSION DITECH PLS ADVANCE TRUST II, as Issuer, WELLS FARGO BANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary, DITECH FINANCIAL LLC, as Administrator and as Servicer, CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent, CREDIT SUISSE AG, NEW YORK BRANCH, as a Noteholder of the Series 2018-VF1 Variable Fundin

First Amendment to Acknowledgment Agreement with Respect to Servicing Advance Receivables, dated as of April 20, 2018, by and among Ditech Financial LLC, as servicer, Ditech Agency Advance Depositor LLC, as depositor, Ditech Agency Advance Trust, as issuer, Wells Fargo Bank, N.A., as indenture trustee, Credit Suisse First Boston Mortgage Capital LLC, as administrative agent and Fannie Mae.

Exhibit 10.9.7 EXECUTION COPY FIRST AMENDMENT TO ACKNOWLEDGMENT AGREEMENT WITH RESPECT TO SERVICING ADVANCE RECEIVABLES THIS FIRST AMENDMENT TO ACKNOWLEDGMENT AGREEMENT WITH RESPECT TO SERVICING ADVANCE RECEIVABLES (this “Amendment”), made and entered into as of the 20th day of April 2018 by and among DITECH FINANCIAL LLC, a Delaware limited liability company with its principal offices at 1100 Vir

WAC / Walter Investment Management Corp. DHCP FY2018 Q1 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13417 Ditech Ho

Amendment No. 2 to the Series 2018-VF1 Indenture Supplement, dated as of May 15, 2018, by and among Ditech Agency Advance Trust, as issuer, Wells Fargo Bank, N.A., as indenture trustee, as calculation agent, as paying agent and as securities intermediary, Ditech Financial LLC, as administrator and servicer and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, and consented to by Credit Suisse AG, New York Branch, as noteholder of a Series 2018-VF1 note on behalf of the Credit Suisse purchaser group and Barclays Bank PLC as noteholder of a Series 2018-VF1 note on behalf of the Barclays purchaser group (Incorporated herein by reference to Exhibit 10.9.8 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 as filed with the Securities and Exchange Commission on June 6, 2018).

Exhibit 10.9.8 EXECUTION VERSION DITECH AGENCY ADVANCE TRUST, as Issuer, WELLS FARGO BANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary, DITECH FINANCIAL LLC, as Administrator and as Servicer, CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent, CREDIT SUISSE AG, NEW YORK BRANCH, as a Noteholder of the Series 2018-VF1 Variable Funding

Amendment No. 3 to Second Amended and Restated Master Repurchase Agreement, dated as of May 15, 2018, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch, Alpine Securitization LTD, Barclays Bank PLC, Reverse Mortgage Solutions, Inc., RMS REO CS, LLC, RMS REO BRC, LLC and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.)

Exhibit 10.8.4 EXECUTION VERSION AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Amendment No. 3 to Second Amended and Restated Master Repurchase Agreement, dated as of May 15, 2018 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLA

Amendment No. 2 to Master Repurchase Agreement, dated as of May 30, 2018, between Barclays Bank PLC, as purchaser and agent, and Reverse Mortgage Solutions, Inc., as seller.

Exhibit 10.11.4 EXECUTION AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT Amendment No. 2 to Master Repurchase Agreement, dated as of May 30, 2018 (this “Amendment”), among BARCLAYS BANK PLC, as purchaser and agent (the “Purchaser”), REVERSE MORTGAGE SOLUTIONS, INC., as seller (the “Seller”), and DITECH HOLDING CORPORATION, as guarantor (the “Guarantor”). RECITALS The Purchaser and the Seller are p

Amendment No. 7 to Amended and Restated Master Repurchase Agreement, dated as of May 15, 2018, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, a company incorporated under the laws of Switzerland, acting through its Cayman Islands Branch, Alpine Securitization Ltd, Barclays Bank PLC, Ditech Financial LLC and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.)

Exhibit 10.5.4 EXECUTION VERSION AMENDMENT NO. 7 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Amendment No. 7 to Amended and Restated Master Repurchase Agreement, dated as of May 15, 2018 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS BRANCH (“C

Amendment No. 4 to Second Amended and Restated Master Repurchase Agreement, dated as of May 30, 2018, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch, Alpine Securitization LTD, Barclays Bank PLC, Reverse Mortgage Solutions, Inc., RMS REO CS, LLC, RMS REO BRC, LLC and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.)

Exhibit 10.8.5 EXECUTION VERSION AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Amendment No. 4 to Second Amended and Restated Master Repurchase Agreement, dated as of May 30, 2018 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLA

Amendment No. 1 to Master Repurchase Agreement, dated as of May 15, 2018, between Barclays Bank PLC, as purchaser and agent, and Reverse Mortgage Solutions, Inc., as seller.

Exhibit 10.11.3 EXECUTION AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT Amendment No. 1 to Master Repurchase Agreement, dated as of May 15, 2018 (this “Amendment”), among BARCLAYS BANK PLC, as purchaser and agent (the “Purchaser”), REVERSE MORTGAGE SOLUTIONS, INC., as seller (the “Seller”), and DITECH HOLDING CORPORATION, as guarantor (the “Guarantor”). RECITALS The Purchaser and the Seller are p

JOINT FILING AGREEMENT Ditech Holding Corporation

EXHIBIT A JOINT FILING AGREEMENT Ditech Holding Corporation In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing.

DHCP / Ditech Holding Corporation / Phoenix Investment Adviser LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Ditech Holding Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 25501G105 (CUSIP Number) Lance Friedler c/o Phoenix Investment Adviser LLC 101 Park Avenue 420 Lexington Avenue, Suite 2040 (212) 359-6200 N

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

Form 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): May 22, 2018 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001-13417 13-3950486 (State or other jurisdiction of incorporation) (C

DITECH HOLDING CORPORATION ANNOUNCES RECEIPT OF LATE FILING NOTICE FROM THE NYSE

EX-99.1 Exhibit 99.1 Press Release Investor Contact: Kimberly Perez SVP & Chief Accounting Officer 813.421.7694 [email protected] FOR IMMEDIATE RELEASE DITECH HOLDING CORPORATION ANNOUNCES RECEIPT OF LATE FILING NOTICE FROM THE NYSE FORT WASHINGTON, PA., May 25, 2018 – Ditech Holding Corporation (“Ditech Holding” or the “Company”) (NYSE: DHCP) today announced that it has received a late

DHCP / Ditech Holding Corporation / Baker Street Capital Management, LLC - AMENDMENT NO. 5 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da40795001905222018.htm AMENDMENT NO. 5 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 5)1 Ditech Holding Corporation (Name of Issuer) Common Stock, par value $0.01 pe

WAC / Walter Investment Management Corp. NT 10-Q DHCP Q1 FY 2018 12B-25

NT 10-Q 1 dhcpq1fy201812b-25.htm NT 10-Q DHCP Q1 FY 2018 12B-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE Number 001-13417 CUSIP Number NOTIFICATION OF LATE FILING 25501G105 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K þ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2018 ☐ Transition Report on Form 10-K ☐ Transiti

WAC / Walter Investment Management Corp. / Martini Samuel - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No )* DITECH HOLDING CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 93317W102 (CUSIP Number) March 27, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned

DHCP / Ditech Holding Corporation / Phoenix Investment Adviser LLC - SC 13G/A Passive Investment

SC 13G/A 1 ditech13ga1.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* DiTech Holding Corp (Name of Issuer) Common Stock (Title of Class of Securities) 25501G105 (CUSIP Number) Copies to: Lance Friedler Robert Youree c/o Phoenix Investment Adviser LLC 420 Lexington Avenue, Suite 2040 Ne

WAC / Walter Investment Management Corp. DEFA14A

DEFA14A 1 d511602ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

WAC / Walter Investment Management Corp. DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 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): April 23, 2018 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdiction of incorporation)

Master Repurchase Agreement, dated as of April 23, 2018, between Barclays Bank PLC, as purchaser and agent, and Reverse Mortgage Solutions, Inc., as seller (Incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on April 26, 2018).

EX-10.1 Exhibit 10.1 EXECUTION VERSION MASTER REPURCHASE AGREEMENT between BARCLAYS BANK PLC, as Purchaser and Agent, and REVERSE MORTGAGE SOLUTIONS, INC., as Seller Dated April 23, 2018 TABLE OF CONTENTS 1. APPLICABILITY 1 2. DEFINITIONS AND INTERPRETATION 2 3. THE TRANSACTIONS 20 4. CONFIRMATION 24 5. [RESERVED] 25 6. PAYMENT AND TRANSFER 25 7. MARGIN MAINTENANCE 25 8. TAXES; TAX TREATMENT 26 9.

WAC / Walter Investment Management Corp. S-8

S-8 1 d546640ds8.htm S-8 As filed with the Securities and Exchange Commission on April 19, 2018 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ditech Holding Corporation (Exact name of registrant as specified in its charter) Maryland 13-3950486 (State or other jurisdiction of i

Ditech Holding Corporation Amended and Restated 2018 Equity Incentive Plan, effective April 18, 2018. (Incorporated herein by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-8 as filed with the Securities and Exchange Commission on April 19, 2018).

EX-4.3 2 d546640dex43.htm EX-4.3 Exhibit 4.3 DITECH HOLDING CORPORATION 2018 EQUITY INCENTIVE PLAN (as amended and restated) 1. Purpose. The purpose of the Ditech Holding Corporation 2018 Equity Incentive Plan is to further align the interests of eligible participants with those of the Company’s stockholders by providing incentive compensation opportunities tied to the performance of the Company a

Letter Agreement between Thomas F. Marano and Ditech Holding Corporation, dated April 18, 2018 (Incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on April 18, 2018).

EX-10.1 Exhibit 10.1 April 18, 2018 Thomas Marano Dear Tom: It is with great pleasure that we confirm our offer for you to serve as the Chief Executive Officer and President of Ditech Holding Corporation (the “Company”). This letter (the “Letter Agreement”) sets forth the basic terms and conditions of your employment. Your appointment will become effective upon your acceptance of the offer and con

DITECH HOLDING CORPORATION APPOINTS THOMAS MARANO CHIEF EXECUTIVE OFFICER AND PRESIDENT Ritesh Chaturbedi Appointed Chief Operating Officer

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE DITECH HOLDING CORPORATION APPOINTS THOMAS MARANO CHIEF EXECUTIVE OFFICER AND PRESIDENT Ritesh Chaturbedi Appointed Chief Operating Officer FORT WASHINGTON, PA., April 18, 2018 – Ditech Holding Corporation (“Ditech Holding” or the “Company”) (NYSE: DHCP) today announced that Thomas F. Marano, Chairman of the Ditech Holding Board of Directors, has been app

Letter Agreement between Ritesh Chaturbedi and Ditech Holding Corporation, dated April 18, 2018 (Incorporated herein by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on April 18, 2018).

EX-10.2 Exhibit 10.2 April 18, 2018 Ritesh Chaturbedi Dear Ritesh: It is with great pleasure that we confirm our offer for you to serve as the Chief Operating Officer of Ditech Holding Corporation (the “Company”). This letter (the “Letter Agreement”) sets forth the basic terms and conditions of your employment. Your appointment will become effective upon your acceptance of the offer and confirmati

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 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): April 18, 2018 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdiction of incorporation)

DITECH HOLDING CORPORATION ANNOUNCES FULL YEAR AND FOURTH QUARTER 2017 HIGHLIGHTS AND FINANCIAL RESULTS - Reported 2017 GAAP net loss of $426.9 million, or $11.61 per share - Reported fourth quarter 2017 GAAP net loss of $213.0 million, or $5.70 per

EX-99.1 2 dhcpq4fy2017pressrelease.htm EXHIBIT 99.1 News Release Contact: Kimberly Perez SVP & Chief Accounting Officer 813.421.7694 [email protected] FOR IMMEDIATE RELEASE DITECH HOLDING CORPORATION ANNOUNCES FULL YEAR AND FOURTH QUARTER 2017 HIGHLIGHTS AND FINANCIAL RESULTS - Reported 2017 GAAP net loss of $426.9 million, or $11.61 per share - Reported fourth quarter 2017 GAAP net los

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 dhcpq4fy2017earningsreleas.htm 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): April 16, 2018 Ditech Holding Corporation (Exact name of registrant as specified in its charter) Maryland 001-13417 13-3950486 (State or other

Joinder and Amendment No. 4 to Amended and Restated Master Repurchase Agreement, dated as of November 30, 2017, but effective as of the amendment effective date, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, a company incorporated under the laws of Switzerland, acting through its Cayman Islands Branch, Alpine Securitization Ltd, Barclays Bank PLC, Ditech Financial LLC and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.)

Exhibit 10.17.5 EXECUTION JOINDER AND AMENDMENT NO. 4 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Joinder and Amendment No. 4 to Amended and Restated Master Repurchase Agreement, dated as of November 30, 2017, but effective as of the Amendment Effective Date (as such term is defined in the Omnibus Master Refinancing Amendment) (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE C

Amendment No. 2 to Second Amended and Restated Master Repurchase Agreement, dated as of March 29, 2018, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch, Alpine Securitization LTD, Barclays Bank PLC, Reverse Mortgage Solutions, Inc., RMS REO CS, LLC, RMS REO BRC, LLC and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.) (Incorporated herein by reference to Exhibit 10.25.4 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on April 16, 2018).

Exhibit 10.25.4 EXECUTION DRAFT AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Amendment No. 2 to Second Amended and Restated Master Repurchase Agreement, dated as of March 29, 2018 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISL

Indenture dated as of February 9, 2018, and effective as of February 12, 2018, by and among Ditech PLS Advance Trust II, as issuer, Wells Fargo Bank, N.A. as indenture trustee, and as calculation agent, paying agent and securities intermediary, Ditech Financial LLC (formerly known as Green Tree Servicing LLC), as servicer and as owner of the servicing rights under the designated servicing agreements and as administrator, and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent.

Exhibit 10.27.3 EXECUTION VERSION INDENTURE DITECH PLS ADVANCE TRUST II, as Issuer and WELLS FARGO BANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and DITECH FINANCIAL LLC, as Servicer and as Administrator, and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent Dated as of February 9, 2018, and effective as of February 12, 2018 DI

Clean-up Call Agreement between Ditech Financial LLC and Capital One, National Association, dated October 10, 2017.

Exhibit 10.24 EXECUTION COPY CLEAN-UP CALL AGREEMENT between DITECH FINANCIAL LLC and CAPITAL ONE, NATIONAL ASSOCIATION Dated as of October 10, 2017 725351871 17540267 TABLE OF CONTENTS Page Page 1. Definitions..................................................................................................................1 2. Assumption and Release of Obligation to Exercise Clean-up Calls........

Indenture dated as of February 9, 2018, and effective as of February 12, 2018, by and among Ditech Agency Advance Trust, as issuer, Wells Fargo Bank, N.A. as indenture trustee, and as calculation agent, paying agent and securities intermediary, Ditech Financial LLC (formerly known as Green Tree Servicing LLC), as servicer and as owner of the servicing rights under the designated servicing agreements and as administrator, and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent.

Exhibit 10.26.4 EXECUTION VERSION INDENTURE DITECH AGENCY ADVANCE TRUST, as Issuer and WELLS FARGO BANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and DITECH FINANCIAL LLC, as Servicer and as Administrator, and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent Dated as of February 9, 2018, and effective as of February 12, 2018 DI

Guaranty, dated as of February 9, 2018, by Ditech Holding Corporation (formerly known as Walter Investment Management Corp.) in favor of Credit Suisse First Boston Mortgage Capital LLC as administrative agent for the benefit of buyer parties defined therein.

Exhibit 10.17.7 EXECUTION VERSION GUARANTY THIS GUARANTY, dated as of February 9, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), is made by Ditech Holding Corporation (formerly known as Walter Investment Management Corp.), a Maryland corporation (the “Guarantor”), in favor of Credit Suisse First Boston Mortgage Capital LLC as administrative age

Receivables Pooling Agreement dated as of February 9, 2018, and effective as of February 12, 2018, by and between Ditech Agency Advance Depositor LLC, as depositor, and Ditech Agency Advance Trust, as issuer (Incorporated herein by reference to Exhibit 10.26.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on April 16, 2018).

Exhibit 10.26.2 EXECUTION VERSION RECEIVABLES POOLING AGREEMENT DITECH AGENCY ADVANCE DEPOSITOR LLC (Depositor) and DITECH AGENCY ADVANCE TRUST (Issuer) Dated as of February 9, 2018, and effective as of February 12, 2018 DITECH AGENCY ADVANCE TRUST ADVANCE RECEIVABLES BACKED NOTES, ISSUABLE IN SERIES TABLE OF CONTENTS Page Section 1. Definitions; Incorporation by Reference.........................

Receivables Sale Agreement dated as of February 9, 2018, and effective as of February 12, 2018, by and between Ditech Financial LLC, as receivables seller and servicer, Ditech PLS Advance Depositor LLC, as depositor, and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.), as limited guarantor (Incorporated herein by reference to Exhibit 10.27.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on April 16, 2018).

Exhibit 10.27.1 EXECUTION VERSION RECEIVABLES SALE AGREEMENT DITECH FINANCIAL LLC (Receivables Seller and Servicer) and DITECH PLS ADVANCE DEPOSITOR LLC (Depositor) and DITECH HOLDING CORPORATION (formerly known as WALTER INVESTMENT MANAGEMENT CORP.) (Limited Guarantor) Dated as of February 9, 2018, and effective as of February 12, 2018 DITECH PLS ADVANCE TRUST II ADVANCE RECEIVABLES BACKED NOTES,

Series 2018-VF1 Indenture Supplement, dated as of February 9, 2018, and effective as of February 12, 2018, by and among Ditech Agency Advance Trust, as issuer, Wells Fargo Bank, N.A., as indenture trustee, as calculation agent, as paying agent and as securities intermediary, Ditech Financial LLC, as administrator on behalf of the issuer and as servicer under the designated servicing agreements and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent (Incorporated herein by reference to Exhibit 10.26.5 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on April 16, 2018).

Exhibit 10.26.5 EXECUTION VERSION DITECH AGENCY ADVANCE TRUST, as Issuer and WELLS FARGO BANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and DITECH FINANCIAL LLC, as Administrator and as Servicer and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent SERIES 2018-VF1 INDENTURE SUPPLEMENT Dated as of February 9, 2018, and effective

Series 2018-VF1 Indenture Supplement, dated as of February 9, 2018, and effective as of February 12, 2018, by and among Ditech PLS Advance Trust II, as issuer, Wells Fargo Bank, N.A., as indenture trustee, as calculation agent, as paying agent and as securities intermediary, Ditech Financial LLC, as administrator on behalf of the issuer and as servicer under the designated servicing agreements and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent (Incorporated herein by reference to Exhibit 10.27.4 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on April 16, 2018).

Exhibit 10.27.4 EXECUTION VERSION DITECH PLS ADVANCE TRUST II, as Issuer and WELLS FARGO BANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and DITECH FINANCIAL LLC, as Administrator and as Servicer and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent SERIES 2018-VF1 INDENTURE SUPPLEMENT Dated as of February 9, 2018, and effective

Acknowledgment Agreement With Respect to Servicing Advance Receivables, dated as of February 9, 2018, and effective as of February 12, 2018, by and among Ditech Financial LLC, as servicer, Ditech Agency Advance Depositor LLC, as depositor, Ditech Agency Advance Trust, as issuer, Wells Fargo Bank, N.A., as indenture trustee, Credit Suisse First Boston Mortgage Capital LLC, as administrative agent and Fannie Mae (Incorporated herein by reference to Exhibit 10.26.3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on April 16, 2018).

Exhibit 10.26.3 EXECUTION COPY ACKNOWLEDGMENT AGREEMENT WITH RESPECT TO SERVICING ADVANCE RECEIVABLES THIS ACKNOWLEDGMENT AGREEMENT WITH RESPECT TO SERVICING ADVANCE RECEIVABLES (this “Agreement”), made and entered into as of this 9th day of February, 2018, and effective as of February 12, 2018 (the “Effective Date”), by and among DITECH FINANCIAL LLC, a Delaware limited liability company with its

Amendment No. 5 to Amended and Restated Master Repurchase Agreement, dated as of February 9, 2018, and effective as of February 12, 2018, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, a company incorporated under the laws of Switzerland, acting through its Cayman Islands Branch, Alpine Securitization Ltd, Barclays Bank PLC, Ditech Financial LLC and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.)

Exhibit 10.17.6 EXECUTION COPY AMENDMENT NO. 5 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Amendment No. 5 to Amended and Restated Master Repurchase Agreement, dated as of February 9, 2018, and effective as of February 12, 2018 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, act

Retirement Agreement between Ditech Holding Corporation and Gary Tillett, dated December 6, 2017.

Exhibit 10.10 Executed Version December 6, 2017 Gary Tillett 3000 Bayport Drive, Suite 1100 Tampa, Florida 33607 Re: Retirement Agreement Dear Gary: This letter agreement (the “Agreement”) is entered into in connection with your impending retirement from the position of Chief Financial Officer of Walter Investment Management Corp. (the “Company”). Your retirement will be effective on a date as mut

Subsidiaries of the Registrant.

Exhibit 21 SUBSIDIARIES OF REGISTRANT As of March 23, 2018 Subsidiary State of Incorporation 2013 WCO Holdings Corp.

Employment Letter Agreement between Ditech Holding Corporation and Gerald A. Lombardo, dated November 30, 2017.

Exhibit 10.9 November 30, 2017 Jerry Lombardo 5B Foley Square New Providence, NJ 07974 Dear Jerry: I am pleased to confirm our offer of employment to you with Walter Investment Management Corp. (the “Company”). This letter (the “Offer Letter”) sets forth the basic terms and conditions of your employment. Your employment will commence on a date reasonably agreed upon by you and the Company, but in

Employment Letter Agreement between Ditech Holding Corporation and Jeffrey Baker, dated February 20, 2018 (Incorporated herein by reference to Exhibit 10.8.4 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on April 16, 2018).

Exhibit 10.8.4 February 20, 2018 Jeffrey Baker 1100 Virginia Drive Fort Washington, PA 19034 Dear Jeff: It is with great pleasure that we confirm our offer for you to serve as the Interim Chief Executive Officer and President of Ditech Holding Corporation (fka Walter Investment Management Corp.) (the "Company"). This letter (the “Offer Letter”) sets forth the basic terms and conditions of your emp

Amendment No. 1 to Second Amended and Restated Master Repurchase Agreement, dated as of February 9, 2018, and effective as of February 12, 2018, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch, Alpine Securitization LTD, Barclays Bank PLC, Reverse Mortgage Solutions, Inc., RMS REO CS, LLC, RMS REO BRC, LLC and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.) (Incorporated herein by reference to Exhibit 10.25.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on April 16, 2018).

Exhibit 10.25.2 EXECUTION COPY AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Amendment No. 1 to Second Amended and Restated Master Repurchase Agreement, dated as of February 9, 2018, and effective as of February 12, 2018 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Sw

Amendment No. 6 to Amended and Restated Master Repurchase Agreement, dated as of March 29, 2018, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, a company incorporated under the laws of Switzerland, acting through its Cayman Islands Branch, Alpine Securitization Ltd, Barclays Bank PLC, Ditech Financial LLC and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.)

Exhibit 10.17.8 EXECUTION DRAFT AMENDMENT NO. 6 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Amendment No. 6 to Amended and Restated Master Repurchase Agreement, dated as of March 29, 2018 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS BRANCH (“

Second Amended and Restated Master Repurchase Agreement, dated as of November 30, 2017, but effective as of the amendment effective date by and among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent on behalf of buyers, including but not limited to Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch, Alpine Securitization Ltd., Barclays Bank PLC, Reverse Mortgage Solutions, Inc., RMS REO CS, LLC and RMS REO BRC, LLC.

Exhibit 10.25.1 EXECUTION SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as administrative agent (“Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS BRANCH (“CS Cayman”, a “Committed Buyer” and a “Buyer”), ALPINE SECURITIZATION LTD (“Alpine” and a “Buyer”), BARCLAYS BANK PLC (

WAC / Walter Investment Management Corp. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-13417 Ditech Holding Corporation (Exact name of registrant as specified in its charter) (Successor Registrant to Walter Investment Management Corp.

Resignation Letter Agreement between Ditech Holding Corporation and Anthony N. Renzi, dated February 20, 2018 (Incorporated herein by reference to Exhibit 10.6.5 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on April 16, 2018).

Exhibit 10.6.5 February 20, 2018 Anthony Renzi 1100 Virginia Drive, Suite 100A Fort Washington, PA 19034 Re: Resignation Letter Agreement Dear Tony: This letter agreement (the “Agreement”) is entered into in connection with your voluntary resignation as Chief Executive Officer and President of Ditech Holding Corporation (fka Walter Investment Management Corp.) (the “Company”). Your resignation is

Receivables Pooling Agreement dated as of February 9, 2018, and effective as of February 12, 2018, by and between Ditech PLS Advance Depositor LLC, as depositor, and Ditech PLS Advance Trust II, as issuer (Incorporated herein by reference to Exhibit 10.27.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on April 16, 2018).

Exhibit 10.27.2 EXECUTION VERSION RECEIVABLES POOLING AGREEMENT DITECH PLS ADVANCE DEPOSITOR LLC (Depositor) and DITECH PLS ADVANCE TRUST II (Issuer) Dated as of February 9, 2018, and effective as of February 12, 2018 DITECH PLS ADVANCE TRUST II ADVANCE RECEIVABLES BACKED NOTES, ISSUABLE IN SERIES TABLE OF CONTENTS Page Section 1. Definitions; Incorporation by Reference 2 Section 2. Transfer of Re

Receivables Sale Agreement dated as of February 9, 2018, and effective as of February 12, 2018, by and between Ditech Financial LLC, as receivables seller and servicer, Ditech Agency Advance Depositor LLC, as depositor, and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.), as limited guarantor (Incorporated herein by reference to Exhibit 10.26.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on April 16, 2018).

Exhibit 10.26.1 EXECUTION VERSION RECEIVABLES SALE AGREEMENT DITECH FINANCIAL LLC (Receivables Seller and Servicer) and DITECH AGENCY ADVANCE DEPOSITOR LLC (Depositor) and DITECH HOLDING CORPORATION (formerly known as WALTER INVESTMENT MANAGEMENT CORP.) (Limited Guarantor) Dated as of February 9, 2018, and effective as of February 12, 2018 DITECH AGENCY ADVANCE TRUST ADVANCE RECEIVABLES BACKED NOT

Guaranty, dated as of February 9, 2018, by Ditech Holding Corporation (formerly known as Walter Investment Management Corp.) in favor of Credit Suisse First Boston Mortgage Capital LLC as administrative agent for the benefit of buyer parties defined therein (Incorporated herein by reference to Exhibit 10.25.3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on April 16, 2018).

Exhibit 10.25.3 EXECUTION VERSION GUARANTY THIS GUARANTY, dated as of February 9, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), is made by Ditech Holding Corporation (formerly known as Walter Investment Management Corp.), a Maryland corporation (the “Guarantor”), in favor of Credit Suisse First Boston Mortgage Capital LLC as administrative age

Ditech Holding Corporation 2018 Equity Incentive Plan, effective March 23, 2018 (Incorporated herein by reference to Exhibit 10.12.3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on April 16, 2018).

Exhibit 10.12.3 DITECH HOLDING CORPORATION 2018 EQUITY INCENTIVE PLAN 1.Purpose. The purpose of the Ditech Holding Corporation 2018 Equity Incentive Plan is to further align the interests of eligible participants with those of the Company’s stockholders by providing incentive compensation opportunities tied to the performance of the Company and its Common Stock. The Plan is intended to advance the

DHCP / Ditech Holding Corporation / CANYON CAPITAL ADVISORS LLC - CANYON CAPITAL ADVISORS LLC Passive Investment

SC 13G/A 1 dhcpa241018.htm CANYON CAPITAL ADVISORS LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Ditech Holding Corp (Name of Issuer) COMMON STOCK (Title of Class of Securities) 25501G105 (CUSIP Number) March 27, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate

DHCP / Ditech Holding Corporation / CANYON CAPITAL ADVISORS LLC - CANYON CAPITAL ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ditech Holding Corp (Name of Issuer) COMMON STOCK (Title of Class of Securities) 25501G105 (CUSIP Number) March 23, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

WAC / Walter Investment Management Corp. NT 10-K DHCP FY2017 12B-25

NT 10-K 1 dhcpfy201712b-25.htm NT 10-K DHCP FY2017 12B-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE Number 001-13417 CUSIP Number NOTIFICATION OF LATE FILING 25501G105 (Check one): þ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2017 ☐ Transition Report on Form 10-K ☐ Transition

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 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): March 29, 2018 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdiction of incorporation)

Amendment No. 1 to the Second Amended and Restated Credit Agreement, dated as of March 29, 2018, by and among Ditech Holding Corporation and the lenders party thereto (Incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 29, 2018).

EX-10.1 2 d525244dex101.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of March 29, 2018, is entered into by and among DITECH HOLDING CORPORATION, a Maryland corporation (the “Borrower”) and the Lenders listed on the signature pages hereto constituting the Req

Results of Operations and Financial Condition

8-K 1 d536410d8k.htm 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): March 21, 2018 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdiction o

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d551276d8k.htm FORM 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): March 20, 2018 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdict

DITECH CONFIDENTIAL Forward-Looking Statements Certain statements in this presentation constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act

EX-99.1 2 d551276dex991.htm EX-99.1 Credit Agreement Amendment Summary March 20, 2018 Exhibit 99.1 DITECH CONFIDENTIAL Forward-Looking Statements Certain statements in this presentation constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not histor

WAC / Walter Investment Management Corp. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on March 12, 2018 Registration No.

WAC / Walter Investment Management Corp. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on March 12, 2018 Registration No.

WAC / Walter Investment Management Corp. S-8 POS

S-8 POS 1 d492129ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 12, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-220348 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-213112 POST-EFFECTIVE AMENDMENT NO. 1 TO FOR

WAC / Walter Investment Management Corp. S-8 POS

As filed with the Securities and Exchange Commission on March 12, 2018 Registration No.

WAC / Walter Investment Management Corp. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on March 12, 2018 Registration No.

WAC / Walter Investment Management Corp. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on March 12, 2018 Registration No.

DHCP / Ditech Holding Corporation / Oaktree Capital Management LP - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 DITECH HOLDING CORP (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 25501G105 (CUSIP Number) February 28, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

DHCP / Ditech Holding Corporation / CANYON CAPITAL ADVISORS LLC - CANYON CAPITAL ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Ditech Holding Corp (Name of Issuer) COMMON STOCK (Title of Class of Securities) 25501G105 (CUSIP Number) February 09, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X]

DHCP / Ditech Holding Corporation / Deer Park Road Management Company, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* DITECH HOLDING CORP (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 25501G105 (CUSIP Number) February 28, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

Joint Filer Information

Joint Filer Information Names: CQS ABS Master Fund Limited Address: PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands Names: CQS Aiguille du Chardonnet MF S.

DHCP / Ditech Holding Corporation / Cqs (us), Llc Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

EX-99

Exhibit 99 Form 3 Joint Filer Information Name: FPA Crescent Fund, a series of FPA Funds Trust Address: 11601 Wilshire Blvd.

JOINT FILING AGREEMENT

EX-99.1 2 d523636dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Ditech Holding

DHCP / Ditech Holding Corporation / First Pacific Advisors, LLC - SC 13D Activist Investment

SC 13D 1 d523636dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* DITECH HOLDING CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title and Class of Securities) 25501G105 (CUSIP Number) J. Richard Atwood First Pacific Advisors, LLC 11601 Wilshire Blvd. Suite 1200 Lo

DHCP / Ditech Holding Corporation / Phoenix Investment Adviser LLC - SC 13G Passive Investment

SC 13G 1 ditech13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* DiTech Holding Corp (Name of Issuer) Common Stock (Title of Class of Securities) 25501G105 (CUSIP Number) Copies to: Lance Friedler Robert Youree c/o Phoenix Investment Adviser LLC 420 Lexington Avenue, Suite 2040 New York, N

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned

DITECH HOLDING CORPORATION APPOINTS JEFFREY BAKER INTERIM CHIEF EXECUTIVE OFFICER AND PRESIDENT

EX-99.1 Exhibit 99.1 Press Release Investor Contact: Kimberly Perez SVP & Chief Accounting Officer 813.421.7694 [email protected] FOR IMMEDIATE RELEASE DITECH HOLDING CORPORATION APPOINTS JEFFREY BAKER INTERIM CHIEF EXECUTIVE OFFICER AND PRESIDENT FORT WASHINGTON, PA., February 20, 2018 ? Ditech Holding Corporation (?Ditech Holding? or the ?Company?) (NYSE: DHCP) today announc

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d504640d8k.htm 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): February 20, 2018 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdictio

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the neces

WAC / Walter Investment Management Corp. / Lion Point Capital, LP - SC 13D Activist Investment

SC 13D 1 d532613dsc13d.htm SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* DITECH HOLDING Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 93317W102 (CUSIP Number) Ir

WAC / Walter Investment Management Corp. / COOPERMAN LEON G - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* DITECH HOLDING CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 93317W102 (CUSIP Number) Edward Levy 810 Seventh Avenue, 33rd Floor New York, New York 10019 212-495-5200 (Name, Address and Telephone Number of Person Authorized to R

EX-24

POWER OF ATTORNEY The undersigned does hereby nominate, constitute and appoint John Haas and Jeanetta Brown, or either of them, the undersigned's true and lawful attorney and agent to do any and all acts and things and execute and file any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable the undersigned (in the undersigned's individual

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d493136d8k.htm FORM 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): February 9, 2018 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdi

WAC / Walter Investment Management Corp. / Baker Street Capital Management, LLC - AMENDMENT NO. 4 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)1 Ditech Holding Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 93317W102 (CUSIP Number) VADIM PEREL

WAC / Walter Investment Management Corp. / Raging Capital Management, LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Walter Investment Management Corp. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 93317W 10 2 (CU

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K/A 1 d510316d8ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) 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 9, 2018 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (St

Walter Investment Management Corp. Articles of Amendment and Restatement, including the Articles Supplementary for the Convertible Preferred Stock attached thereto as Exhibit A, effective February 9, 2018 (Incorporated herein by reference to Exhibit 3.1 to Amendment No. 2 to Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 13, 2018).

EX-3.1 2 d510316dex31.htm EX-3.1 Exhibit 3.1 WALTER INVESTMENT MANAGEMENT CORP. ARTICLES OF AMENDMENT AND RESTATEMENT FIRST: Walter Investment Management Corp., a Maryland corporation, desires to amend and restate its charter as currently in effect and as hereinafter amended. SECOND: The following provisions are all the provisions of the charter currently in effect and as hereinafter amended: ARTI

WAC / Walter Investment Management Corp. / GoodHaven Capital Management, LLC Passive Investment

SC 13G/A 1 fp0031127sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 3)* Walter Investment Management Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 93317W102 (C

DHCP / Ditech Holding Corporation / Birch Run Capital Advisors, LP - SC 13D Activist Investment

Birch Run Capital Advisors, LP: Schedule 13D - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* DITECH HOLDING CORP. (Name of Issuer) Common Stock, par value $0.01 per share (Title and Class of Securities) 25501G105 (CUSIP Number) Caren Abramovich Birch Run Capital Advisors, L

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 9, 2018 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdiction of incorporation) (Com

Second Amended and Restated Credit Agreement, dated as of February 9, 2018, among Ditech Holding Corporation, the Lenders Party Hereto and Credit Suisse AG, Cayman Islands Branch (Incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 12, 2018).

EX-10.1 Exhibit 10.1 EXECUTION VERSION SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 9, 2018 among DITECH HOLDING CORPORATION, as Borrower, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative Agent and Collateral Agent TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 Section 1.01 Defined Terms 2 Section 1.02 Terms Generally 41 Section 1.03 Class

Amendment No. 2, dated as of February 9, 2018, to Amended and Restated Section 382 Rights Agreement between Walter Investment Management Corp. and Computershare Trust Company, N.A., as Rights Agent, (Incorporated herein by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-A12B/A as filed with the Securities and Exchange Commission on February 9, 2018).

EX-4.3 Exhibit 4.3 AMENDMENT NO. 2 TO AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT This AMENDMENT NO. 2 (this “Amendment”) is entered into as of February 9, 2018, by and between Walter Investment Management Corp., a Maryland corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”), and amends and modifies tha

WAC / Walter Investment Management Corp. 8-A12B/A

8-A12B/A 1 d457465d8a12ba.htm 8-A12B/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 4) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Walter Investment Management Corp. (Exact name of registrant as specified in its charter) Maryland 13-3950486 (State or other jurisdiction

Indenture, dated as of February 9, 2018, between Ditech Holding Corporation and Wilmington Savings Fund Society FSB, as trustee (Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 9, 2018).

EX-4.1 4 d445253dex41.htm EXHIBIT 4.1 Exhibit 4.1 EXECUTION VERSION INDENTURE Dated as of February 9, 2018 Among DITECH HOLDING CORPORATION (f/k/a WALTER INVESTMENT MANAGEMENT CORP.), as the Company THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee and Collateral Agent 9.0% SECOND LIEN SENIOR SUBORDINATED PIK TOGGLE NOTES DUE 2024 CROSS-REFERE

Articles of Amendment and Restatement, including the Articles Supplementary for the Mandatorily Convertible Preferred Stock attached thereto as Exhibit A, dated as of February 9, 2018.

Exhibit 3.1 Exhibit 3.1 WALTER INVESTMENT MANAGEMENT CORP. ARTICLES OF AMENDMENT AND RESTATEMENT FIRST: Walter Investment Management Corp., a Maryland corporation, desires to amend and restate its charter as currently in effect and as hereinafter amended. SECOND: The following provisions are all the provisions of the charter currently in effect and as hereinafter amended: ARTICLE I NAME The name o

Series B Warrant Agreement dated February 9, 2018 (Incorporated herein by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 9, 2018).

Exhibit 10.3 SERIES B WARRANT AGREEMENT THIS SERIES B WARRANT AGREEMENT (?Agreement?) dated as of February 9, 2018 is between Ditech Holding Corporation (f/k/a Walter Investment Management Corp.), a Maryland corporation, (?Company?), and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively

Registration Rights Agreement, dated as of February 9, 2018, by and among Ditech Holding Corporation and the Holders party hereto (Incorporated herein by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 9, 2018).

Exhibit 10.4 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT by and among DITECH HOLDING CORPORATION (f/k/a WALTER INVESTMENT MANAGEMENT CORP.) and the Holders party hereto Dated as of February 9, 2018 This Registration Rights Agreement (this ?Agreement?) is made and entered into as of February 9, 2018, by and among Ditech Holding Corporation (f/k/a Walter Investment Management Corp.), a Maryland

Ditech Holding Corporation Bylaws effective February 9, 2018 (Incorporated herein by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 9, 2018).

Exhibit 3.2 Exhibit 3.2 DITECH HOLDING CORPORATION BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors m

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 9, 2018 Ditech Holding C

Form 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): February 9, 2018 Ditech Holding Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdiction of incorporatio

WALTER INVESTMENT MANAGEMENT CORP. SUCCESSFULLY COMPLETES FINANCIAL RESTRUCTURING Emerges from Chapter 11 as Ditech Holding Corporation

Exhibit 99.1 FOR IMMEDIATE RELEASE WALTER INVESTMENT MANAGEMENT CORP. SUCCESSFULLY COMPLETES FINANCIAL RESTRUCTURING Emerges from Chapter 11 as Ditech Holding Corporation FORT WASHINGTON, Pa., February 9, 2018 ? Walter Investment Management Corp. (NYSE: WAC.BC) today announced that it successfully completed its financial restructuring plan and emerged from Chapter 11 under the name Ditech Holding

Second Amended and Restated Credit Agreement, by and among the Ditech Holding Corporation (f/k/a Walter Investment Management Corp.), Credit Suisse AG, as administrative agent and collateral agent, and the lenders identified therein, dated as of February 9, 2018.

Exhibit 10.1 EXECUTION VERSION SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 9, 2018 among DITECH HOLDING CORPORATION, as Borrower, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative Agent and Collateral Agent TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 Section 1.01 Defined Terms 2 Section 1.02 Terms Generally 41 Section 1.03 Classificatio

Series A Warrant Agreement dated February 9, 2018 (Incorporated herein by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 9, 2018).

Exhibit 10.2 SERIES A WARRANT AGREEMENT THIS SERIES A WARRANT AGREEMENT (?Agreement?) dated as of February 9, 2018 is between Ditech Holding Corporation (f/k/a Walter Investment Management Corp.), a Maryland corporation, (?Company?), and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively

WALTER INVESTMENT MANAGEMENT CORP. ANNOUNCES CEO TRANSITION PLAN

EX-99.1 2 d417824dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE WALTER INVESTMENT MANAGEMENT CORP. ANNOUNCES CEO TRANSITION PLAN FORT WASHINGTON, PA., February 2, 2018 – Walter Investment Management Corp. (“Walter” or the “Company”) (NYSE: WAC.BC) today announced that Anthony N. Renzi, the Company’s Chief Executive Officer and President, will be leaving the Company. To ensure a smooth trans

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK WALTER INVESTMENT MANAGEMENT CORP. 1100 Virginia Drive, Suite 100 Fort Washington, Pennsylvania 19034 Case No. 17-13446 Chapter 11 Amended Monthly Operating Report for the period December 1

EX-99.2 Exhibit 99.2 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK WALTER INVESTMENT MANAGEMENT CORP. 1100 Virginia Drive, Suite 100 Fort Washington, Pennsylvania 19034 Case No. 17-13446 Chapter 11 Amended Monthly Operating Report for the period December 1, 2017 through December 31, 2017 Report Preparer: The undersigned having reviewed the attached report and being familiar with the

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d417824d8k.htm 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): February 2, 2018 Walter Investment Management Corp. (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other juri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON SAVINGS FUND SOCIETY, FSB (Exact name of trustee as specified in its charter) N/A 51-0054940

INDENTURE Dated as of January [•], 2018 DITECH HOLDING CORPORATION (f/k/a WALTER INVESTMENT MANAGEMENT CORP.), as the Company THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee and Collateral Agent 9.

EX-99.(T)(3)(C).1 2 d519067dex99t3c1.htm EX-99.(T)(3)(C).1 Exhibit T3C.1 INDENTURE Dated as of January [•], 2018 Among DITECH HOLDING CORPORATION (f/k/a WALTER INVESTMENT MANAGEMENT CORP.), as the Company THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee and Collateral Agent 9.0% SECOND LIEN SENIOR SUBORDINATED PIK TOGGLE NOTES DUE 2024 CROSS-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-3/A (Amendment No. 1) FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 WALTER INVESTMENT MANAGEMENT CORP. DITECH FINANCIAL LLC DF INS

T-3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-3/A (Amendment No. 1) FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 WALTER INVESTMENT MANAGEMENT CORP. (Issuer) DITECH FINANCIAL LLC DF INSURANCE AGENCY LLC GREEN TREE CREDIT LLC GREEN TREE CREDIT SOLUTIONS LLC GREEN TREE INSURANCE AGENCY OF NEVADA, INC. GREEN TREE INVESTME

WAC / Walter Investment Management Corp. CORRESP

CORRESP WALTER INVESTMENT MANAGEMENT CORP. 1100 Virginia Drive, Suite 100 Fort Washington, PA 19034 January 29, 2018 VIA EDGAR TRANSMISSION AND ELECTRONIC DELIVERY Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Dave Gessert Re: Walter Investment Management Corp. and the other Applicants Form T-3 (File No. 022-29050) Ladies and Gentl

WAC / Walter Investment Management Corp. 8-K (Current Report)

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): January 23, 2018 Walter Investment Management Corp. (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdiction of incorpora

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK WALTER INVESTMENT MANAGEMENT CORP. 1100 Virginia Drive, Suite 100 Fort Washington, Pennsylvania 19034 Case No. 17-13446 Chapter 11 Monthly Operating Report for the period December 1, 2017 t

EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK WALTER INVESTMENT MANAGEMENT CORP. 1100 Virginia Drive, Suite 100 Fort Washington, Pennsylvania 19034 Case No. 17-13446 Chapter 11 Monthly Operating Report for the period December 1, 2017 through December 31, 2017 Report Preparer: The undersigned having reviewed the attached report and being familiar with the Debtor?

Side Letter Agreement, dated as of January 17, 2018, between New Residential Mortgage LLC and Ditech Financial LLC (Incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on January 23, 2018).

EX-10.1 2 d505273dex101.htm EX-10.1 Exhibit 10.1 Sent via email January 17, 2018 New Residential Mortgage LLC 1345 Avenue of the Americas, 45th Floor New York, New York 10105 Re: Assignment Agreement for Mortgage Loans, to be dated on or about January 17, 2018, by and between Ditech Financial LLC, as Seller, and New Residential Mortgage LLC, as Purchaser Ladies and Gentlemen: Reference is hereby m

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d505273d8k.htm 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): January 17, 2018 Walter Investment Management Corp. (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other juri

Findings of Fact, Conclusions of Law and Order Confirming the Amended Prepackaged Chapter 11 Plan of Walter Investment Management Corp. and the Affiliate Co-Plan Proponents, dated January 18, 2018 (Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on January 19, 2018).

EX-2.1 Exhibit 2.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re : : Chapter 11 WALTER INVESTMENT MANAGEMENT : CORP., : Case No. 17-13446 (JLG) : Debtor.1 : : x FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER (I) APPROVING DEBTOR?S (A) DISCLOSURE STATEMENT, (B) SOLICITATION OF VOTES AND VOTING PROCEDURES AND (C) FORM OF BALLOTS, AND (II) CONFIRMING AMENDED PREPACKAGED CHAPTER

WALTER INVESTMENT MANAGEMENT CORP. PREPACKAGED CHAPTER 11 PLAN APPROVED BY COURT Expects to Emerge from Chapter 11 by January 31, 2018 Announces Composition of Post-Emergence Board of Directors Operations Expected to Continue in the Ordinary Course

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE WALTER INVESTMENT MANAGEMENT CORP. PREPACKAGED CHAPTER 11 PLAN APPROVED BY COURT Expects to Emerge from Chapter 11 by January 31, 2018 Announces Composition of Post-Emergence Board of Directors Operations Expected to Continue in the Ordinary Course FORT WASHINGTON, Pa., January 17, 2018 ? Walter Investment Management Corp. (?Walter? or the ?Company?) (NYS

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events, Bankruptcy or Receivership

8-K 1 d507541d8k.htm 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): January 17, 2018 Walter Investment Management Corp. (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other juri

WAC / Walter Investment Management Corp. 8-K (Current Report)

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): November 30, 2017 Walter Investment Management Corp. (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or other jurisdiction of incorpor

WALTER INVESTMENT MANAGEMENT CORP. ANNOUNCES SENIOR EXECUTIVE CHANGES Jerry Lombardo Joins Company to Succeed Gary Tillett as Chief Financial Officer Jeffrey Baker Appointed Chief Operations Officer

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE WALTER INVESTMENT MANAGEMENT CORP. ANNOUNCES SENIOR EXECUTIVE CHANGES Jerry Lombardo Joins Company to Succeed Gary Tillett as Chief Financial Officer Jeffrey Baker Appointed Chief Operations Officer FORT WASHINGTON, Pa., December 6, 2017– Walter Investment Management Corp. (“Walter” or the “Company”) (NYSE: WAC.BC) today announced that Jerry Lombardo, a s

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events, Bankruptcy or Receivership

8-K 1 d498473d8k.htm FORM 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): November 30, 2017 Walter Investment Management Corp. (Exact Name of Registrant as Specified in its Charter) Maryland 001- 13417 13-3950486 (State or othe

WALTER INVESTMENT MANAGEMENT CORP. FILES PREPACKAGED CHAPTER 11 PLAN TO CONTINUE IMPLEMENTATION OF ITS PREVIOUSLY ANNOUNCED FINANCIAL RESTRUCTURING Filing Follows Approval of Prepackaged Plan by Term Loan Lenders, Senior Unsecured Noteholders and Con

EX-99.1 2 d498473dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE WALTER INVESTMENT MANAGEMENT CORP. FILES PREPACKAGED CHAPTER 11 PLAN TO CONTINUE IMPLEMENTATION OF ITS PREVIOUSLY ANNOUNCED FINANCIAL RESTRUCTURING Filing Follows Approval of Prepackaged Plan by Term Loan Lenders, Senior Unsecured Noteholders and Convertible Noteholders Operations Expected to Continue in the Ordinary Course FOR

WALTER INVESTMENT MANAGEMENT CORP. ANNOUNCES THIRD QUARTER 2017 HIGHLIGHTS AND FINANCIAL RESULTS - Reported third quarter 2017 GAAP net loss of $124.1 million , or $3.38 per share - Continue to reduce costs and improve efficiency across business line

Document Exhibit 99.1 News Release Contact : Kimberly Perez SVP & Chief Accounting Officer 813.421.7694 [email protected] FOR IMMEDIATE RELEASE WALTER INVESTMENT MANAGEMENT CORP. ANNOUNCES THIRD QUARTER 2017 HIGHLIGHTS AND FINANCIAL RESULTS - Reported third quarter 2017 GAAP net loss of $124.1 million , or $3.38 per share - Continue to reduce costs and improve efficiency acros

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): November 9, 2017 Walter Investment Management Corp. (Exact name of registrant as specified in its charter) Maryland 001-13417 13-3950486 (State or other jurisdiction of incor

WAC / Walter Investment Management Corp. 8-A12B/A

8-A12B/A 1 d489821d8a12ba.htm 8-A12B/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 3) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Walter Investment Management Corp. (Exact name of registrant as specified in its charter) Maryland 13-3950486 (State or other jurisdiction

Amendment No. 1, dated as of November 9, 2017, to the Amended and Restated Section 382 Rights Agreement, dated as of November 11, 2016, between Walter Investment Management Corp. and Computershare Trust Company, N.A., as Rights Agent (Incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 9, 2017).

EX-4.1 2 d479843dex41.htm EX-4.1 Exhibit 4.1 Execution Version AMENDMENT NO. 1 TO AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT This AMENDMENT NO. 1 (this “Amendment”) is entered into as of November 9, 2017, by and between Walter Investment Management Corp., a Maryland corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the

WAC / Walter Investment Management Corp. FORM 8-K (Current Report)

Form 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): November 9, 2017 Walter Investment Management Corp. (Exact Name of Registrant as Specified in its Charter) Maryland 001-13417 13-3950486 (State or other jurisdiction of incor

Amendment No. 1 to Amended and Restated Master Repurchase Agreement, dated February 21, 2017, among Credit Suisse First Boston Mortgage Capital LLC, Credit Suisse AG, Cayman Islands Branch, Alpine Securitization LTD, Ditech Financial LLC and Walter Investment Management Corp. (Incorporated herein by reference to Exhibit 10.5.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 as filed with the Securities and Exchange Commission on November 9, 2017).

EX-10.5.2 6 ex1052fy2017q3.htm EXHIBIT 10.5.2 Exhibit 10.5.2 EXECUTION VERSION AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Amendment No. 1 to Amended and Restated Master Repurchase Agreement, dated as of February 21, 2017 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated under the

Amendment No. 6 to Amended and Restated Master Repurchase Agreement, dated as of August 8, 2017, among Sutton Funding LLC, as a purchaser, Barclays Bank PLC, as a purchaser and agent, Green Tree Servicing LLC, as a seller, and Ditech Mortgage Corp., as a seller.

EX-10.6.8 16 ex1068fy2017q3.htm EXHIBIT 10.6.8 Exhibit 10.6.8 EXECUTION AMENDMENT NO. 6 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT THIS AMENDMENT NO. 6 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of August 8, 2017 (this “Amendment”), is entered into by and between Ditech Financial LLC (the “Seller”) and Barclays Bank PLC (“Barclays”), as the purchaser (in such capacity,

Amendment No. 4 to Amended and Restated Master Repurchase Agreement, dated as of May 22, 2017, among Sutton Funding LLC, as a purchaser, Barclays Bank PLC, as a purchaser and agent, Green Tree Servicing LLC, as a seller, and Ditech Mortgage Corp., as a seller.

EX-10.6.6 14 ex1066fy2017q3.htm EXHIBIT 10.6.6 Exhibit 10.6.6 EXECUTION VERSION AMENDMENT NO. 4 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of May 22, 2017 (this “Amendment”), is entered into by and between Ditech Financial LLC (the “Seller”) and Barclays Bank PLC (“Barclays”), as the purchaser (in such capa

Amendment No. 2 to Amended and Restated Master Repurchase Agreement, dated as of May 23, 2016, among Sutton Funding LLC, as a purchaser, Barclays Bank PLC, as a purchaser and agent, Green Tree Servicing LLC, as a seller, and Ditech Mortgage Corp., as a seller.

Exhibit 10.6.4 EXECUTION AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of May 23, 2016 (this “Amendment”), is entered into by and among Ditech Financial LLC (the “Seller”), Barclays Bank PLC, as a purchaser (in such capacity, “Barclays”) and as the agent (in such capacity, the “Agent”), and Sut

Key Employee Retention Plan Letter Agreement by and between Walter Investment Management Corp. and Anthony N. Renzi, dated as of September 1, 2017 (Incorporated herein by reference to Exhibit 10.11.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 as filed with the Securities and Exchange Commission on November 9, 2017).

EX-10.11.1 18 ex10111fy2017q3.htm EXHIBIT 10.11.1 Exhibit 10.11.1 September 1, 2017 Tony Renzi 1100 Virginia Drive, Suite 100A Fort Washington, PA 19034 Re: Key Employee Retention Bonus Dear Tony: In recognition of your continuing key role at Walter Investment Management Corp. (the “Company”), the Compensation and Human Resources Committee of the Board of Directors (the “Committee”) has determined

Commitment Letter, dated as of September 13, 2017, by and among Walter Investment Management Corp. and Barclays Bank PLC (Incorporated herein by reference to Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 as filed with the Securities and Exchange Commission on November 9, 2017).

Exhibit 10.9 EXECUTION COPY BARCLAYS 745 Seventh Avenue New York, New York 10019 PRIVILEGED AND CONFIDENTIAL September 13, 2017 Walter Investment Management Corp. Commitment Letter Ladies and Gentlemen: You (“you,” “Walter” or “Guarantor”) have advised Barclays Bank PLC (“Barclays”, “us” or “we”) that your affiliates may wish to upsize the following facilities, for which you act as guarantor (toge

Amendment No. 7 to Amended and Restated Master Repurchase Agreement, dated as of October 2, 2017, among Sutton Funding LLC, as a purchaser, Barclays Bank PLC, as a purchaser and agent, Green Tree Servicing LLC, as a seller, and Ditech Mortgage Corp., as a seller.

EX-10.6.9 17 ex1069fy2017q3.htm EXHIBIT 10.6.9 Exhibit 10.6.9 EXECUTION VERSION AMENDMENT NO. 7 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT THIS AMENDMENT NO. 7 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of October 2, 2017 (this “Amendment”), is entered into by and between Ditech Financial LLC (the “Seller”) and Barclays Bank PLC (“Barclays”), as the purchaser (in such c

Amendment No. 2 to Amended and Restated Master Repurchase Agreement, dated August 8, 2017, among Credit Suisse First Boston Mortgage Capital LLC, Credit Suisse AG, Cayman Islands Branch, Alpine Securitization LTD, Ditech Financial LLC and Walter Investment Management Corp. (Incorporated herein by reference to Exhibit 10.5.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 as filed with the Securities and Exchange Commission on November 9, 2017).

Exhibit 10.5.3 EXECUTION AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Amendment No. 2 to Amended and Restated Master Repurchase Agreement, dated as of August 8, 2017 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated under the laws of Switzerland, acting through its CAYMAN ISLANDS B

Amendment No. 5 to Amended and Restated Master Repurchase Agreement, dated as of July 21, 2017, among Sutton Funding LLC, as a purchaser, Barclays Bank PLC, as a purchaser and agent, Green Tree Servicing LLC, as a seller, and Ditech Mortgage Corp., as a seller.

EX-10.6.7 15 ex1067fy2017q3.htm EXHIBIT 10.6.7 Exhibit 10.6.7 EXECUTION COPY AMENDMENT NO. 5 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of July 21, 2017 (this “Amendment”), is entered into by and between Ditech Financial LLC (the “Seller”) and Barclays Bank PLC (“Barclays”), as the purchaser (in such capaci

Amended and Restated Master Repurchase Agreement, dated November 18, 2016, among Credit Suisse First Boston Mortgage Capital LLC, Credit Suisse AG, Cayman Islands Branch, Alpine Securitization LTD, Ditech Financial LLC and Walter Investment Management Corp. (Incorporated herein by reference to Exhibit 10.5.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 as filed with the Securities and Exchange Commission on November 9, 2017).

Exhibit 10.5.1 EXECUTION AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as administrative agent (“Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS BRANCH, as committed buyer (“Committed Buyer”), ALPINE SECURITIZATION LTD, as buyer and other Buyers from time to time (“Buyers”) and DI

WAC / Walter Investment Management Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13417 Walte

Amendment No. 1 to Amended and Restated Master Repurchase Agreement, dated as of April 21, 2016, among Sutton Funding LLC, as a purchaser, Barclays Bank PLC, as a purchaser and agent, Green Tree Servicing LLC, as a seller, and Ditech Mortgage Corp., as a seller.

Exhibit 10.6.3 EXECUTION COPY AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of April 21, 2016 (this “Amendment”), is entered into by and among Ditech Financial LLC (the “Seller”), Barclays Bank PLC, as a purchaser (in such capacity, “Barclays”) and as the agent (in such capacity, the “Agent”),

Key Employee Retention Plan Letter Agreement by and between Walter Investment Management Corp. and Alfred W. Young, Jr., dated as of August 18, 2017 (Incorporated herein by reference to Exhibit 10.11.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 as filed with the Securities and Exchange Commission on November 9, 2017).

EX-10.11.3 20 ex10113fy2017q3.htm EXHIBIT 10.11.3 Exhibit 10.11.3 August 18, 2017 Fred Young Re: Key Employee Retention Bonus Dear Fred: In recognition of your continuing key role at Walter Investment Management Corp. (the “Company”), the Compensation and Human Resources Committee of the Board of Directors (the “Committee”) has determined that you shall be eligible to earn a retention bonus upon t

Amendment No. 3 to Amended and Restated Master Repurchase Agreement, dated October 18, 2017, among Credit Suisse First Boston Mortgage Capital LLC, Credit Suisse AG, Cayman Islands Branch, Alpine Securitization LTD, Ditech Financial LLC and Walter Investment Management Corp. (Incorporated herein by reference to Exhibit 10.5.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 as filed with the Securities and Exchange Commission on November 9, 2017).

Exhibit 10.5.4 EXECUTION AMENDMENT NO. 3 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Amendment No. 3 to Amended and Restated Master Repurchase Agreement, dated as of October 18, 2017 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated under the laws of Switzerland, acting through its CAYMAN ISLANDS