$1.4 Billion Asset Sale by HLSS

April 6, 2015

Cleary Gottlieb represented Citigroup Global Markets, as financial advisor to Home Loan Servicing Solutions, in connection with HLSS’ sale of assets to New Residential Investment Corp. Under the purchase agreement signed and closed on April 6, New Residential immediately acquired substantially all of the asset and assumed substantially all of the liabilities of HLSS for a total purchase price of approximately $1.4 billion, comprised of approximately $1 billion of cash and 28.3 million newly-issued shares of New Residential. The New Residential shares were sold by HLSS the next day in a public offering, and the combined cash received (net of debt repaid) is to be distributed to shareholders pursuant to a plan of complete liquidation and dissolution adopted by the HLSS Board. This transaction, which did not require a shareholder vote under Cayman Islands law (where HLSS is incorporated), replaced the previously announced merger between HLSS and New Residential. 

HLSS acquires mortgage servicing assets consisting of mortgaging servicing rights, rights to fees and other income from servicing mortgage loans, and associated servicing advances. New Residential is a publicly traded real estate investment trust primarily focused on investing in residential mortgage related assets. New Residential is managed by an affiliate of Fortress Investment Group, a global investment management firm.