SEC Form 3/A · accession 0001140361-18-011494
DITECH HOLDING Corp · DHCP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2,F3,F4 | holding | — | — | — | 185,906 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Mandatorily Convertible Preferred StockF4,F5 | $114.975 | holding | — | — | — | Feb 9, 2018 | — | Common Stock, par value $0.01 per share | 689,735 | — | D |
| Series A WarrantsF4 | $20.63 | holding | — | — | — | Feb 9, 2018 | Feb 9, 2018 | Common Stock, par value $0.01 per share | 316,729 | — | D |
| Series B WarrantsF4 | $28.25 | holding | — | — | — | Feb 9, 2018 | Feb 9, 2018 | Common Stock, par value $0.01 per share | 251,317 | — | D |
Explanation of responses
- F1On February 9, 2018 (the "Effective Date"), the Issuer changed its name and ticker symbol from Walter Investment Management Corporation (WAC) to Ditech Holding Corp (DHCP). In addition, on the Effective Date, the Issuer's Amended Prepackaged Plan of Reorganization (the "Plan") became effective, and the Issuer emerged from bankruptcy proceedings. On the Effective Date, all outstanding shares of the Issuer's common stock, par value $0.01 per share ("Old Common Stock") and all rights of any holder in respect thereof were cancelled and extinguished.
- F2Continued from footnote 1) Pursuant to the Plan, on the Effective Date, (x) each share of Old Common Stock of the Issuer was exchanged for the following new securities of the Issuer: (i) 0.05689208 shares ("Shares") of the Issuer's new common stock ("New Common Stock"), (ii) 0.09692659 Series A Warrants and (iii) 0.07690920 Series B Warrants, (y) every $1,000 principal amount of Senior Notes was exchanged for $464.11293167 principal amount of New Second Lien Notes and 0.18564517 shares of Mandatorily Convertible Preferred Stock of the Issuer, and (z) every $1,000 principal amount of Convertible Notes was exchanged for 8.76919841 Shares of New Common Stock, 14.94011581 Series A Warrants and 11.85465711 Series B Warrants of the Issuer.
- F3Continued from footnote 2) The Reporting Persons' beneficial ownership, as calculated in accordance with the SEC rules, is approximately 26.2%, but this percentage does not accurately reflect the voting power of the Reporting Persons. At all times, the Issuer's Mandatorily Convertible Preferred Stock votes on an as-converted basis with the shares, whether or not such preferred stock has been converted. As a result, the Reporting Persons' actual voting power, assuming full exercise of the Series A Warrants and the Series B Warrants held by the Reporting Persons only, is approximately 8.8% based on the holdings reported herein.
- F4These equity securities are owned (x) directly by Lion Point Master, LP, a Cayman Islands exempted limited partnership ("Lion Point Master ") and (y) indirectly by (i) Lion Point Capital GP, LLC, a Delaware limited liability company ("Lion Point Capital GP"), as the general partner of Lion Point Master, (ii) Lion Point Capital, LP, a Delaware limited partnership ("Lion Point Capital"), as the investment manager of Lion Point Master, (iii) Lion Point Holdings GP, LLC, a Delaware limited liability company ("Lion Point Holdings GP"), as the general partner of Lion Point Capital, (iv) Didric Cederholm, as Founding Partner and Chief Investment Officer of each of Lion Point Capital GP and Lion Point Capital and the Managing Member of Lion Point Holdings GP, and (v) Jim Freeman, as Founding Partner and Chief Investment Officer of each of Lion Point Capital GP and Lion Point Capital and a Managing Member of Lion Point Holdings GP.
- F5The Mandatorily Convertible Preferred Stock is mandatorily convertible at the earliest of (a) February 9, 2023, (b) any time following one year after the Effective Date, upon which the volume weighted average price of the Shares exceeds 150% of the conversion price per share for at least 45 trading days in a 60 consecutive trading day period, including each of the last 20 days in such 60 consecutive trading day period, and (c) a change of control transaction in which the consideration paid or payable per Share is greater than or equal to $8.6975.
Remarks
This Form 3 is being filed jointly by: (i) Lion Point Master, with respect to the Shares directly and beneficially owned by it; (ii) Lion Point Capital GP, as the general partner of Lion Point Master; (iii) Lion Point Capital, as the investment manager of Lion Point Master; (iv) Lion Point Holdings GP, as the general partner of Lion Point Capital; (v) Didric Cederholm, as Founding Partner and Chief Investment Officer of each of Lion Point Capital GP and Lion Point Capital and a Managing Member of Lion Point Holdings GP; and (vi) Jim Freeman, as Founding Partner and Chief Investment Officer of each of Lion Point Capital GP and Lion Point Capital and a Managing Member of Lion Point Holdings GP.