On
September 9, 2019, New Residential Investment Corp., a Delaware corporation (the “Company”), amended its “stalking-horse” Asset Purchase Agreement (the “APA”) dated as of June 17, 2019, with Ditech Holding Corporation, a Maryland corporation
(“Holding”), and Ditech Financial LLC, a Delaware limited liability company (“Financial” and together with Holding, the “Sellers” and each a “Seller”) by entering into Amendment No. 6 to the APA (the “Amendment”). The Amendment (i) extended the
date by which the Company may terminate the APA pursuant to Section 8.1(c)(vi) of the APA to September 30, 2019 at 11:59 p.m. Eastern Time and (ii) extended the milestone date by which the Confirmation Order (as defined in the APA) must be entered
to September 30, 2019.
The foregoing description of the Amendment does not purport to be complete and is qualified in
its entirety by reference to the full text of the Amendment, which will be filed in the time period prescribed by the rules of the Securities and Exchange Commission.
Forward Looking Statements
Certain information in this Current Report on Form 8-K constitutes “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, the risks relating to the APA and the Amendment, including in respect of the satisfaction of closing conditions and the timing thereof;
unanticipated difficulties financing the APA and the Amendment; unexpected challenges related to the integration of the Sellers’ businesses and operations; changes in general economic and/or industry specific conditions; difficulties in obtaining
governmental and other third party consents in connection with the APA and the Amendment; unanticipated expenditures relating to or liabilities arising from the APA, the Amendment or the acquired businesses; the Sellers’ ability to service MSRs
pursuant to agreements entered into in connection with the APA and the Amendment; uncertainties as to the timing of the APA and the Amendment; litigation or regulatory issues relating to the APA and the Amendment, the Sellers, the Company or the
acquired businesses; the impact of the APA and the Amendment on relationships with, and potential difficulties retaining, employees, customers and other third parties; and the inability to obtain, or delays in obtaining, expected benefits from the
APA and the Amendment. These statements are not historical facts. They represent management’s current expectations regarding future events and are subject to a number of risks and uncertainties, many of which are beyond our control, which could
cause actual results to differ materially from those described in the forward-looking statements. Accordingly, you should not place undue reliance on any forward-looking statements contained herein. In addition, risks and uncertainties to which the
Sellers’ businesses are subject could affect the APA and the Amendment and, following the closing of the APA, the Company may be subject to such risks and uncertainties (including certain risks and uncertainties that currently apply to the Company
and certain new risks and uncertainties applicable to the Sellers). Forward-looking statements contained herein speak only as of the date of this Current Report on Form 8-K, and the Company expressly disclaims any obligation to release publicly any
updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based. For a discussion of
some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Cautionary Statements Regarding Forward Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in the Company’s annual and quarterly reports filed with the SEC, which are available on the Company’s website (www.newresi.com).