Moving back to the financing separation, the key steps of this transaction are: A tax redistribution of JWH Holding Company shares to Walter Industries shareholders, a taxable distribution of JWH Holding Company shares and cash to the shareholders, and a merger of the financing business into Hanover Capital Mortgage Holdings.
We have found an excellent partner for this deal in Hanover which is a publicly-traded real estate investment trust or REIT. They have strong mortgage reporting and surveillance systems and an excellent reputation in assisting government agencies in dealing with mortgage-related assets. Each of these strengths can help expand financing’s mortgage servicing capabilities as a stand-alone company but this transaction not only marks a momentous step in our strategy to transform Walter Industries into a pure-play natural resources company, but it also preserves the significant value in the mortgage portfolio for our shareholders.
One of the requirements for being a REIT is that the business cannot have undistributed earnings and profits. At the time of the spin-off JWH Holding Company will have some accumulated earnings and profits. The taxable distribution will eliminate this historical earnings and profits position through the taxable distribution. The distribution will be in the form of cash which can be used to pay taxes and stock of JWH Holding Company. The amounts of these distributions will be disclosed in future filings.
The new company which will be called Walter Investment Management Corporation will be led by Mark O’Brien who will serve as Chairman and CEO and Charles Cauthen who will serve as President and Chief Operating Officer. Mark O’Brien and Walter Industries Chairman Mike Tokarz will also serve on Walter Investment Management’s Board of Directors.
While a few closing conditions must be met before the transaction can be completed, such as receiving the private letter ruling from the IRS on certain tax issues, we have a relatively clear runway to close this transaction in early 2009.
The homebuilding business will be separated from JWH Holding Company prior to the merger and will not be part of this transaction. Although market conditions are not favorable, we continue to pursue the separation of this business and we expect to complete the process by year end.
In closing I want to congratulate Hanover on this transaction, thank our law firm Simpson Thacher, our investment banker Moelis & Company, and particularly [Joe Troy] who has led this project for us internally.
We have found an excellent partner for this deal in Hanover which is a publicly-traded real estate investment trust or REIT. They have strong mortgage reporting and surveillance systems and an excellent reputation in assisting government agencies in dealing with mortgage-related assets. Each of these strengths can help expand financing’s mortgage servicing capabilities as a stand-alone company but this transaction not only marks a momentous step in our strategy to transform Walter Industries into a pure-play natural resources company, but it also preserves the significant value in the mortgage portfolio for our shareholders.
One of the requirements for being a REIT is that the business cannot have undistributed earnings and profits. At the time of the spin-off JWH Holding Company will have some accumulated earnings and profits. The taxable distribution will eliminate this historical earnings and profits position through the taxable distribution. The distribution will be in the form of cash which can be used to pay taxes and stock of JWH Holding Company. The amounts of these distributions will be disclosed in future filings.
The new company which will be called Walter Investment Management Corporation will be led by Mark O’Brien who will serve as Chairman and CEO and Charles Cauthen who will serve as President and Chief Operating Officer. Mark O’Brien and Walter Industries Chairman Mike Tokarz will also serve on Walter Investment Management’s Board of Directors.
While a few closing conditions must be met before the transaction can be completed, such as receiving the private letter ruling from the IRS on certain tax issues, we have a relatively clear runway to close this transaction in early 2009.
The homebuilding business will be separated from JWH Holding Company prior to the merger and will not be part of this transaction. Although market conditions are not favorable, we continue to pursue the separation of this business and we expect to complete the process by year end.
In closing I want to congratulate Hanover on this transaction, thank our law firm Simpson Thacher, our investment banker Moelis & Company, and particularly [Joe Troy] who has led this project for us internally.
Recent HCM News
- International companies to host live webcasts at Deutsche Bank’s Depositary Receipts Virtual Investor Conference on April 28, 2026 • GlobeNewswire Inc. • 04/23/2026 12:35:00 PM
- HUTCHMED Highlights Data to be Presented at AACR Annual Meeting 2026 • GlobeNewswire Inc. • 04/09/2026 12:00:00 AM
- Form 3 - Initial statement of beneficial ownership of securities • Edgar (US Regulatory) • 03/31/2026 10:21:26 AM
- Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] • Edgar (US Regulatory) • 03/23/2026 10:07:14 AM
- HUTCHMED Initiates Phase III Trial of HMPL-760 in Patients with Relapsed/Refractory Diffuse Large B-cell Lymphoma in China • GlobeNewswire Inc. • 03/23/2026 12:00:00 AM
- Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] • Edgar (US Regulatory) • 03/11/2026 10:08:56 AM
- Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] • Edgar (US Regulatory) • 03/09/2026 10:12:01 AM
- HUTCHMED Announces Update on Licensed Oncology Product TAZVERIK® in China • GlobeNewswire Inc. • 03/09/2026 09:30:00 AM
- Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] • Edgar (US Regulatory) • 03/06/2026 11:03:29 AM
- Intended Retirement of Independent Non-executive Director and changes of composition of board committees • GlobeNewswire Inc. • 03/06/2026 08:30:00 AM
- Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] • Edgar (US Regulatory) • 03/05/2026 12:51:08 PM
- Form 20-F - Annual and transition report of foreign private issuers [Sections 13 or 15(d)] • Edgar (US Regulatory) • 03/05/2026 12:27:36 PM
- HUTCHMED Reports 2025 Full Year Results and Business Updates • GlobeNewswire Inc. • 03/05/2026 11:00:00 AM
- Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] • Edgar (US Regulatory) • 03/04/2026 11:04:25 AM
- HUTCHMED Initiates Global Trial of PI3K/PIKK-EGFR ATTC Candidate HMPL-A580 in Patients with Solid Tumors • GlobeNewswire Inc. • 03/04/2026 08:30:00 AM

