Ditech Asset Purchase Agreement

Paul, Weiss, Rifkind, Wharton – Garrison LLP acts as legal counsel and Barclays Capital Inc. as financial advisor for mortgage assets related to the agreement. « We are pleased that the Court of Auditors has accepted the agreement and that we can continue to complete this acquisition, » said Michael Nierenberg, President, Chief Executive Officer and President of New Residential. « As part of this acquisition, we are bringing a number of very talented employees to our service, origination and corporate functions and we are very pleased to welcome them into our family. From the outset, we have focused on achieving a result that is in the best interest of our company`s and shareholders` long-term strategy, and we believe that today`s confirmation by the Court allows us to move forward in the implementation of our vision. FORT WASHINGTON, Pa., June 18, 2019 /PRNewswire/ — Ditech Holding Corporation (Ditech Holding or, with its subsidiaries, the « Company ») (OTC Pink: DHCP) announced today that it and some of its subsidiaries have entered into a sales agreement with New Residential Investment Corp. (« New Residential ») and a share and asset purchase agreement with Mortgage Assets Management, LLC and its subsidiary (together « Mortgage Assets ») that, if concluded, « We believe that the agreements with New Residential and Mortgage Assets will allow us to maximize value and create the best way for our stakeholders, including owners and customers, » said Thomas F. Marano, Chairman and Chief Executive Officer. New Residential also acquires the service`s preliminary claims in relation to these MSRs and « other assets that belong to the core of the origination and service business. » In accordance with the provisions of the APA, New Residential will acquire Fannie Mae, Ginnie Mae and non-institutional mortgage rights (« MSRs »), service advance requests related to these MSRs and other net assets that are part of Forward Origination`s core business und serviceing. In addition, New Residential has agreed to take over some Ditech offices and place job offers with a number of Ditech employees. Under the APA, New Residential will not acquire shares or assets related to Ditech`s reverse mortgage business or the shares of other Ditech subsidiaries. Ditech Holding is an independent service provider and initiator of mortgage loans and reverse mortgage service providers. Headquartered in Fort Washington, Pennsylvania, the company has a diversified loan portfolio.

For more information about Ditech Holding, please visit the company`s website at www.ditechholding.com. The information on the company`s website is not part of this publication. In the case of Ditech Holding, the sale ends the liquidation of the mortgage assets, while it is dealt with by the second bankruptcy in 14 months. Under the terms of each of these agreements, new residential and mortgage assets will be proposed as « stalking horse bidders » in the sales processes overseen by the courts. As a result, agreements are subject to higher bids or otherwise, for example. Proposed agreements are subject to higher or otherwise better offers. If other qualified bids are made, the entity will conduct an auction or auction with agreements with New Residential and Mortgage Assets, which will determine the land for the auction procedures. The agreements are subject, among other things, to bankruptcy court approval and certain other conditions. New Residential focuses on opportunistic investments in And Active, mainly related to residential real estate. New Residential focuses on investments in mortgage services and other related opportunistic investments.