UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report
(Date of earliest event reported): July 31, 2006
OCWEN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Florida 1-13219 65-0039856
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1661 Worthington Road
Suite 100
West Palm Beach, Florida 33409
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (561) 682-8000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Page 1 of 30
Exhibit Index on Page 4
Explanatory Note
This Amendment No. 1 on Form 8-K/A is being filed to amend the Current Report on
Form 8-K (the "Initial 8-K") filed August 4, 2006, by Ocwen Financial
Corporation to include the financial information referred to in Item 9.01(a),
below, relating to the acquisition of Bankruptcy Management Solutions, Inc. on
July 31, 2006 and to provide the consent of the independent accountants.
Pursuant to the instructions to Item 9.01 of Form 8-K, Ocwen Financial
Corporation hereby amends Item 9.01 of the Initial 8-K to include previously
omitted information and to update the consent of the independent accountants.
Forward Looking Statements
This Report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including, but not limited to assumptions
related to deferred tax assets, the valuation of assets, and estimates utilized
in development of the pro forma financial statements.
Forward-looking statements are not guarantees of future performance, and involve
a number of assumptions, risks and uncertainties that could cause actual results
to differ materially. Important factors that could cause actual results to
differ materially from those suggested by the forward-looking statements
include, but are not limited to, the following:
o general economic and market conditions,
o prevailing interest or currency exchange rates,
o governmental regulations and policies, and
o real estate market conditions and trends.
Further information on the risks specific to our business are detailed within
this report and our other reports and filings with the Securities and Exchange
Commission, including our periodic report on Form 10-K for the year ended
December 31, 2005, Form 10-Q for the quarters ended March 31 and June 30, 2006
and our Forms 8-K filed during 2006. The forward-looking statements speak only
as of the date they are made and should not be relied upon. Ocwen Financial
Corporation undertakes no obligation to update or revise the forward-looking
statements.
Item 2.01 Completion of Acquisition of Assets.
On July 31, 2006, BMS Intermediate, Inc., an entity formed by Ocwen Financial
Corporation ("Ocwen") and Charlesbank Equity Fund VI, Limited Partnership and
other Charlesbank-related funds ("Charlesbank"), completed the acquisition of
all of the issued and outstanding shares of Bankruptcy Management Solutions,
Inc. ("BMS") from its stockholders and warrant holder. BMS is a leading provider
of support services to Chapter 7 Bankruptcy Trustees. The total investment
involved in this acquisition was approximately $440,000,000, including the
purchase price (subject to various post-closing adjustments set forth in the
associated Stock Purchase Agreement), the repayment of existing debt and certain
related fees and expenses. Ocwen and Charlesbank each contributed approximately
$46,000,000 in equity. Approximately $345,000,000 of the investment was funded
through the issuance of senior and subordinated debt by BMS.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
(1) The audited balance sheets of Bankruptcy Management Solutions,
Inc. as of December 31, 2005 and December 31, 2004 and the
statements of operations, statements of stockholders' equity
(deficit) and statements of cash flows for Bankruptcy Management
Solutions, Inc. for each of the two years in the period ended
December 31, 2005
(2) The unaudited balance sheet of Bankruptcy Management Solutions,
Inc. as of June 30, 2006 and the statements of operations and
statements of cash flows for the six-month periods ended June 30,
2006 and June 30, 2005
(b) Pro Forma Financial Information.
The unaudited pro forma balance sheet of Ocwen Financial Corporation
as of June 30, 2006 and the statements of operations for the year
ended December 31, 2005 and for the six months ended June 30, 2006.
(c) Not applicable
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(d) Exhibits
The following exhibits are filed as part of this report:
Exhibit Description
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23.1 Consent of Independent Accountants
99.1 Audited balance sheets of Bankruptcy Management Solutions,
Inc. as of December 31, 2005 and December 31, 2004 and the
statements of operations, statements of stockholders' equity
(deficit) and statements of cash flows for Bankruptcy
Management Solutions, Inc. for each of the two years in the
period ended December 31, 2005
99.2 Unaudited balance sheet of Bankruptcy Management Solutions,
Inc. as of June 30, 2006 and the statements of operations and
statements of cash flows for the six-month periods ended June
30, 2006 and June 30, 2005
99.3 Unaudited pro forma balance sheet of Ocwen Financial
Corporation as of June 30, 2006 and the statements of
operations for the year ended December 31, 2005 and for the
six months ended June 30, 2006.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
OCWEN FINANCIAL CORPORATION
(Registrant)
By: /s/ DAVID J. GUNTER
-----------------------------------
David J. Gunter
Senior Vice President and
Chief Financial Officer
Date: October 16, 2006
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INDEX TO EXHIBITS
Exhibit No. Description Page
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23.1 Consent of Independent Accountants 6
99.1 Audited balance sheets of Bankruptcy Management 7
Solutions, Inc. as of December 31, 2005 and
December 31, 2004 and the statements of operations,
statements of stockholders' equity (deficit) and
statements of cash flows for Bankruptcy Management
Solutions, Inc. for each of the two years in the
period ended December 31, 2005
99.2 Unaudited balance sheet of Bankruptcy Management 19
Solutions, Inc. as of June 30, 2006 and the
statements of operations and statements of cash
flows for the six-month periods ended June 30, 2006
and June 30, 2005
99.3 Unaudited pro forma balance sheet of Ocwen 24
Financial Corporation as of June 30, 2006 and the
statements of operations for the year ended
December 31, 2005 and for the six months ended June
30, 2006.
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