The next shoe has dropped in New Residential Investment’s (NRZ) acquisition of Home Loan Servicing Solutions (HLSS).
Home Loan Servicing Solutions announced late Friday that it received a letter earlier in the week from NASDAQ, which stated that the stock exchange is delisting Home Loan Servicing Solutions, effective at the opening of business April 29, 2015.
According to HLSS, NASDAQ stated that its listing qualifications staff now believes that HLSS is a “public shell” as a result of the company’s $1.2 billion acquisition by New Residential.
Under the terms of the purchase agreement, New Residential acquired “substantially all of (HLSS’) assets” and assumed “substantially all of the liabilities of HLSS," in exchange for a purchase price of approximately $1.2 billion, or $17.08 per HLSS share on 71 million HLSS shares.
Under the terms of the deal, New Residential paid a total purchase price of approximately $1.4 billion for HLSS, with adjustment for cash and repayment of HLSS’ debt. The purchase amount was comprised of approximately $1 billion of cash and 28.2 million newly issued shares of New Residential, the companies said in a previous release.
According to a Friday filing with the Securities and Exchange Commission, HLSS plans a complete liquidation and dissolution and will issue a distribution of approximately $1.2 billion, or $16.613 per share, which will be paid on April 27, 2015.
Following the payment of the distribution, HLSS said that it intends to file a proxy statement in connection with a proposed merger of HLSS with New Residential.
Upon the consummation of the proposed merger, holders of ordinary shares of the HLSS at the time of the merger will receive an aggregate of approximately $50 million or $0.704059 per share, and all shares of HLSS will automatically be canceled.
HLSS said that it does intend to appeal NASDAQ’s decision to delist its stock.
HLSS previously received a warning from NASDAQ, which notified HLSS that the company was no longer in compliance with the stock exchange’s rules for continued listing due to HLSS “not having timely filed” its 2014 annual report with SEC.
Earlier, HLSS stated that it was delaying the release of its annual report for the second time, saying in a SEC filing that it needs more time to demonstrate “its ability to operate as a growing concern” to its auditors.
“Despite our efforts to pursue the merger as initially planned, certain circumstances prompted HLSS to pursue an asset purchase agreement with New Residential,” John Van Vlack, chief executive officer of HLSS said when the New Residential acquisition was announced.
“We believe this alternative transaction structure made the most sense for us as it allowed HLSS to file its financial results without a going concern qualification and provide the greatest certainty on funding new servicing advances,” Van Vlack added. “This transaction will also enable our shareholders to maximize value for their shares.”
