Form 8-K for WALTER INDUSTRIES INC /NEW/
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10-Feb-2009
Entry into a Material Definitive Agreement, Financial Statements and
Item 1.01 Entry into a Material Definitive Agreement
On February 6, 2009, Walter Industries, Inc. ("Walter"), a Delaware corporation, and its direct wholly owned subsidiaries, JWH Holding Company, LLC ("JWHHC"), a Delaware limited liability company and Walter Investment Management LLC("Spinco"), a Delaware limited liability company entered into
(i) a second amended and restated agreement and plan of merger (the "Restated Merger Agreement") with Hanover Capital Mortgage Holdings, Inc. ("HCM"), a Maryland corporation and (ii) an assignment and assumption agreement of the voting agreement dated September 29, 2008 (the "Voting Agreement Assignment") with HCM, John A. Burchett ("Burchett"), Irma N. Tavares ("Tavares"), and Amster Trading Company and Ramat Securities LTD (collectively, the "Amster Parties"). These agreements were entered into in connection with the proposed separation of Walter's financing business, including certain related insurance businesses, which currently are directly owned by JWHHC, from Walter through a series of transactions culminating in a distribution (the "Distribution") of the limited liability interests in Spinco to a third party exchange agent on behalf of Walter's stockholders, and the subsequent merger of Spinco into HCM, with HCM continuing as the surviving corporation.
Restated Merger Agreement
Walter, JWHHC, Spinco and HCM entered into the Restated Merger Agreement, which amends and restates the Amended and Restated Agreement and Plan of Merger, dated October 28, 2008, among Walter, JWHHC and HCM to, among other things,
(i) clarify that the financing business of JWHHC will be acquired by Walter and Walter will contribute the financing business to Spinco, which will merge with HCM, and (ii) extend the termination date of the agreement to June 30, 2009. The Restated Merger Agreement provides that, in connection with the merger, the surviving corporation will be renamed "Walter Investment Management Corp."
This modification will not change the relative post-merger ownership of the surviving corporation by holders of equity interests in Spinco and HCM, respectively, and therefore it will continue to be the case that, as a result of the merger, and subject to certain adjustments, immediately after the effective time of the merger holders of common stock of Walter on the record date for the spin-off (by virtue of their ownership of limited liability company interests in Spinco after the spin-off) and certain holders of options to acquire limited liability company interests in Spinco will collectively own 98.5%, and HCM stockholders will collectively own 1.5%, of the shares of common stock of the surviving corporation outstanding or reserved for issuance in settlement of restricted stock units of the surviving corporation. It will also continue to be the case that, in the merger, every 50 shares of HCM common stock outstanding immediately prior to the effective time of the merger will be combined into one share of surviving corporation common stock.
Voting Agreement Assignment
Simultaneously with the execution and delivery of the Restated Merger Agreement, Walter, JWHHC, Spinco, HCM, Burchett, Tavares and the Amster Parties, entered into the Voting Agreement Assignment, pursuant to which Walter, Burchett, Tavares and the Amster Parties consented to JWHHC's assignment of and Spinco's assumption of all of JWHHC's rights and obligations under the Voting Agreement dated September 29, 2008 (the "Voting Agreement"). Pursuant to the terms of the Voting Agreement, Burchett, Tavares and each of the Amster Parties is required to, among other things, vote their shares of HCM common stock in favor of the Restated Merger Agreement and related transactions at any meeting of HCM's stockholders.
