OCWEN FINANCIAL CORP
For the period ended Dec 31, 2023. Filed Feb 27, 2024.
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FY2023 · Filed Feb 27, 2024
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Item 15. Exhibits and Financial Statement Schedules
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(1) and (2) Financial Statements and Schedules. The information required by this section is contained in the Consolidated Financial Statements of Ocwen Financial Corporation and Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, beginning on Page F-1.
| (3) | Exhibits. |
|---|---|
| 3.1 | Amended and Restated Articles of Incorporation, as amended (11) |
| 3.2 | Amended and Restated Bylaws of Ocwen Financial Corporation (12) |
| 4.1 | Form of Certificate of Common Stock (1) |
| 4.2 | The Company agrees to furnish to the Securities and Exchange Commission upon request a copy of each instrument with respect to the issuance of long-term debt of the Company and its subsidiaries, the authorized principal amount of which does not exceed 10% of the consolidated assets of the Company and its subsidiaries. |
| 4.3 | Description of Common Stock (16) |
| 10.1* | Ocwen Financial Corporation 1998 Annual Incentive Plan, as amended (9) |
| 10.2* | Ocwen Financial Corporation Deferral Plan for Directors, dated March 7, 2005 (3) |
| 10.3* | Ocwen Financial Corporation 2007 Equity Incentive Plan, dated May 10, 2007 (4) |
| 10.4* | Ocwen Financial Corporation 2017 Performance Incentive Plan, as amended (17) |
| 10.5†† | Binding Term Sheet dated as of February 22, 2019 between Altisource S.à r.l., Ocwen Financial Corporation and Ocwen Mortgage Servicing, Inc. (11) |
| 10.6 | Services Agreement, dated as of August 10, 2009, by and between Ocwen Financial Corporation and Altisource Solutions S.à r.l.,as amended (18) |
| 10.7†††† | Binding Term Sheet among Ocwen Financial Corporation, Ocwen USVI Services, LLC and Altisource S.à r.l. dated as of May 5, 2021 (14) |
| 10.8* | Form of Indemnification Agreement (14) |
| 10.9* | Form of Undertaking to Repay Advancement of Indemnification Expenses (8) |
| 10.10† | Transfer Agreement dated as of July 23, 2017 by and between Ocwen Loan Servicing, LLC, New Residential Mortgage LLC, Ocwen Financial Corporation, and New Residential Investment Corp. (7) |
| 10.11† | Amendment No. 1, dated as of January 18, 2018, to Transfer Agreement dated as of July 23, 2017 by and among Ocwen Loan Servicing, LLC, New Residential Mortgage LLC, Ocwen Financial Corporation and New Residential Investment Corp. (2) |
| 10.12† | Subservicing Agreement dated as of July 23, 2017 by and between New Residential Mortgage LLC and Ocwen Loan Servicing, LLC (7) |
|---|---|
| 10.13† | Amendment No. 1, dated as of August 17, 2018, to Subservicing Agreement dated as of July 23, 2017 between New Residential Mortgage LLC and Ocwen Loan Servicing, LLC (8) |
| 10.14 ††† | Amendment No. 2, dated as of October 5, 2020, to Subservicing Agreement dated as of July 23, 2017 between New Residential Mortgage LLC and Ocwen Loan Servicing, LLC (11) |
| 10.15†††† | Amendment No. 3, dated as of May 2, 2022, to Subservicing Agreement dated as of July 23, 2017 between New Residential Mortgage LLC and PHH Mortgage Corporation (6) |
| 10.16 †††† | Amendment No. 4, dated as of October 31, 2023, to Subservicing Agreement dated as of July 23, 2017 between New Residential Mortgage LLC and PHH Mortgage Corporation (filed herewith) |
| 10.17† | New RMSR Agreement, dated as of January 18, 2018 by and among Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, HLSS MSR - EBO Acquisition LLC, and New Residential Mortgage LLC (2) |
| 10.18† | Amendment No. 1, dated as of August 17, 2018, to New RMSR Agreement dated as of January 18, 2018 by and among Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, HLSS MSR-EBO Acquisition LLC, and New Residential Mortgage LLC (8) |
| 10.19††† | Amendment No. 2, dated as of October 5, 2020, to New RMSR Agreement dated as of January 18, 2018 by and among Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, HLSS MSR - EBO Acquisition LLC, and New Residential Mortgage LLC (11) |
| 10.20†††† | Amendment No. 3, dated as of May 2, 2022, to New RMSR Agreement dated as of January 18, 2018 by and among PHH Mortgage Corporation, HLSS Holdings, LLC, HLSS MSR - EBO Acquisition LLC, and New Residential Mortgage LLC (6) |
| 10.21†††† | Amendment No. 4, dated as of October 31, 2023, to New RMSR Agreement dated as of January 18, 2018 by and among PHH Mortgage Corporation, HLSS Holdings, LLC, HLSS MSR - EBO Acquisition LLC, and New Residential Mortgage LLC (filed herewith) |
| 10.22* | Offer Letter, dated April 17, 2018, between Ocwen Financial Corporation and Glen Messina, as amended (18) |
| 10.23* | Offer Letter dated May 11, 2022 between Ocwen Financial Corporation and Sean O’Neil (6) |
| 10.24 † | Subservicing Agreement dated as of August 17, 2018 between New Penn Financial, LLC and Ocwen Loan Servicing, LLC (8) |
| 10.25††† | Amendment No. 1, dated as of October 5, 2020, Subservicing Agreement dated as of August 17, 2018 between New Penn Financial, LLC and PHH Mortgage Corporation (11) |
| 10.26†††† | Amendment No. 2, dated as of May 2, 2022, to Subservicing Agreement dated as of August 17, 2018 between NewRez LLC D/B/A Shellpoint Mortgage Servicing and PHH Mortgage Corporation (6) |
| 10.27†††† | Amendment No. 3, dated as of October 31, 2023, to Subservicing Agreement dated as of August 17, 2018 between NewRez LLC (Formerly Known as New Penn Financial, LLC) DBA Shellpoint Mortgage Servicing and PHH Mortgage Corporation (filed herewith) |
| 10.28* | Form of Director Restricted Stock Unit Agreement (1) |
| 10.29* | Amended and Restated Ocwen Financial Corporation United States Basic Severance Plan (10) |
| 10.30* | Amended and Restated Ocwen Financial Corporation United States Change in Control Severance Plan (10) |
| 10.31* | Ocwen Financial Corporation Executive Nonqualified Deferred Compensation Plan (19) |
| 10.32* | Form of Restricted Stock Unit Award granted September 10, 2020 (11) |
| 10.33 | Agreement Amending Notice Due Date among PHH Mortgage Corporation, New Residential Mortgage LLC and the other parties thereto, dated December 10, 2021 (18) |
| 10.34††† | Transaction Agreement between Ocwen Financial Corporation and Oaktree Capital Management L.P. and affiliates, dated as of December 21, 2020 (16) |
| 10.35††† | First Amendment to Transaction Agreement, dated as of March 4, 2021, by and among OCW MAV Holdings, LLC, Ocwen Financial Corporation, and affiliates of Oaktree Capital Management L.P. (15) |
| 10.36††† | Form of Securities Purchase Agreement between Ocwen Financial Corporation, Opps OCW Holdings, LLC, and ROF8 OCW MAV PT, LLC (16) |
| 10.37 | Form of Registration Rights Agreement between Ocwen Financial Corporation, Opps OCW Holdings, LLC, and ROF8 OCW MAV PT, LLC (16) |
| 10.38 | Form of Warrant issuable to Opps OCW Holdings, LLC and ROF8 OCW MAV PT, LLC (16) |
| 10.39* | Ocwen Financial Corporation 2021 Equity Incentive Plan, as amended (13) |
| 10.40††† | Note and Warrant Purchase Agreement, dated as of February 9, 2021, by and among Ocwen Financial Corporation, the purchasers signatory thereto, and Oaktree Fund Administration, LLC, as collateral agent (15) |
| 10.41††† | Second Lien Notes Pledge and Security Agreement, dated as of March 4, 2021, among Ocwen Financial Corporation and Oaktree Fund Administration, LLC (15) |
|---|---|
| 10.42 | Form of $199,500,000 aggregate principal amount Senior Secured Notes due 2027 (15) |
| 10.43 | Form of Warrant issued March 4, 2021 (15) |
| 10.44 | Registration Rights Agreement dated as of March 4, 2021 (15) |
| 10.45††† | First Lien Notes Pledge and Security Agreement dated as of March 4, 2021 among PHH Mortgage Corporation, PHH Corporation, other guarantors thereto, and Wilmington Trust, National Association (15) |
| 10.46††† | Indenture, dated as of March 4, 2021, among PHH Mortgage Corporation, as the issuer, Ocwen Financial Corporation, as the parent, and the other guarantors thereto, and Wilmington Trust, National Association, as the trustee and collateral trustee (15) |
| 10.47 | Form of $400,000,000 aggregate principal amount 7.875% Senior Secured Notes due 2026 (15) |
| 10.48* | Form of Stock-Settled Performance-Based Restricted Stock Unit Agreement dated March 2, 2021 (15) |
| 10.49* | Form of Hybrid (Cash and Stock Settled) Performance-Based Restricted Stock Unit Agreement dated March 2, 2021 (15) |
| 10.50* | Form of Stock-Settled Time-Based Restricted Stock Unit Agreement dated March 2, 2021 (15) |
| 10.51* | Form of Hybrid (Cash and Stock Settled) Time-Based Restricted Stock Unit Agreement dated March 2, 2021 (15) |
| 10.52* | Form of 2023 Annual Performance-Based Cash Award Agreement (filed herewith) |
| 10.53* | Form of 2023 Annual Performance-Based Stock Award Agreement (filed herewith) |
| 10.54* | Form of 2023 Annual Time-Based Cash Award Agreement (filed herewith) |
| 10.55* | Form of 2023 Annual Time-Based Stock Award Agreement (filed herewith) |
| 19.1 | Insider Trading Prevention Policy (filed herewith) |
| 21.1 | Subsidiaries (filed herewith) |
| 23.1 | Consent of Independent Registered Public Accounting Firm (filed herewith) |
| 31.1 | Certification of the principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
| 31.2 | Certification of the principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
| 32.1 | Certification of the principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) |
| 32.2 | Certification of the principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) |
| 97.1 | Ocwen Financial Corporation Incentive Compensation Clawback Policy (filed herewith) |
| 101 | The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 were formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss, (iv) Consolidated Statements of Changes in Equity, (v) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. |
| 104 | The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in iXBRL (included as Exhibit 101). |
- Management contract or compensatory plan or agreement.
† Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
†† Certain confidential information contained in this agreement has been omitted because it is not material and would be competitively harmful if publicly disclosed.
††† Certain schedules to the exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any referenced schedules will be furnished supplementally to the SEC upon request.
†††† Certain information has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the Registrant treats as private or confidential. An unredacted copy will be furnished supplementally to the SEC upon request.
(1)Incorporated by reference from the similarly described exhibit included with the Registrant’s Annual Report on Form 10-K filed for the year ended December 31, 2018 filed on February 27, 2019.
(2) Incorporated by reference to the similarly described exhibit included with the Registrant’s Quarterly Report on Form
10-Q for the period ended March 31, 2018 filed on May 2, 2018.
(3) Incorporated by reference from the similarly described exhibit included with the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004 filed on March 16, 2005.
(4) Incorporated by reference from the similarly described exhibit to the Registrant’s definitive Proxy Statement with respect to its 2007 Annual Meeting of Shareholders as filed on March 30, 2007.
(5) Incorporated by reference from the similarly described exhibit included with the Registrant’s Form 8‑K filed on March 26, 2015.
(6) Incorporated by reference from the similarly described exhibit included with the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2022 filed on August 4, 2022.
(7) Incorporated by reference from the similarly described exhibit included with the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2017 filed on November 2, 2017.
(8) Incorporated by reference to the similarly described exhibit included with the Registrant’s Quarterly Report on Form 10‑Q for the period ended September 30, 2018 filed on November 6, 2018.
(9) Incorporated by reference to the similarly described exhibit included with the Registrant’s Quarterly Report on Form 10‑Q for the period ended March 31, 2016 filed on April 28, 2016.
(10) Incorporated by reference to the similarly described exhibit included with the Registrant’s Quarterly Report on Form10‑Q for the period ended June 30, 2020 filed on August 4, 2020.
(11) Incorporated by reference to the similarly described exhibit included with the Registrant’s Quarterly Report on Form 10‑Q for the period ended September 30, 2020 filed on November 3, 2020.
(12) Incorporated by reference to the similarly described exhibit to the Registrant’s Form 8-K filed on February 25, 2019.
(13) Incorporated by reference to the similarly described exhibit to the Registrant’s Form 8-K filed on May 23, 2023.
(14) Incorporated by reference to the similarly described exhibit to the Registrant’s Quarterly Report on Form10-Q for the period ended June 30, 2021 filed on August 5, 2021.
(15) Incorporated by reference to the similarly described exhibit to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 filed on May 4, 2021.
(16) Incorporated by reference from the similarly described exhibit included with the Registrant’s Annual Report on Form 10‑K for the year ended December 31, 2020 filed on February 19, 2021.
(17) Incorporated by reference from the similarly described exhibit included with the Registrant’s Form 8-K filed on May 24, 2017.
(18) Incorporated by reference from the similarly described exhibit included with the Registrant’s Annual Report on Form 10‑K for the year ended December 31, 2021 filed on February 25, 2022.
(19) Incorporated by reference from the similarly described exhibit included with the Registrant’s Annual Report on Form 10‑K for the year ended December 31, 2022 filed on February 28, 2023.
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