0000921895-14-002189.txt : 20141015 0000921895-14-002189.hdr.sgml : 20141015 20141010161629 ACCESSION NUMBER: 0000921895-14-002189 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20141010 DATE AS OF CHANGE: 20141010 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WALTER INVESTMENT MANAGEMENT CORP CENTRAL INDEX KEY: 0001040719 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 133950486 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-52293 FILM NUMBER: 141152588 BUSINESS ADDRESS: STREET 1: 3000 BAYPORT DRIVE STREET 2: SUITE 1100 CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 813-421-7600 MAIL ADDRESS: STREET 1: 3000 BAYPORT DRIVE STREET 2: SUITE 1100 CITY: TAMPA STATE: FL ZIP: 33607 FORMER COMPANY: FORMER CONFORMED NAME: HANOVER CAPITAL MORTGAGE HOLDINGS INC DATE OF NAME CHANGE: 19970917 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Baker Street Capital Management, LLC CENTRAL INDEX KEY: 0001488207 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 12400 WILSHIRE BLVD STREET 2: SUITE 940 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-246-0345 MAIL ADDRESS: STREET 1: 12400 WILSHIRE BLVD STREET 2: SUITE 940 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13G 1 sc13g07950019_09302014.htm sc13g07950019_09302014.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
 
(Amendment No.  )1
 

Walter Investment Management Corp.
 (Name of Issuer)
 
Common Stock, par value $0.01 per share
 (Title of Class of Securities)
 
93317W102
 (CUSIP Number)
 
September 30, 2014
 (Date of Event Which Requires Filing of this Statement)
 
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
   x  Rule 13d-1(b)
 
   o  Rule 13d-1(c)
 
   o  Rule 13d-1(d)
 
 

_______________
1  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
      The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP NO. 93317W102
 
 
1
NAME OF REPORTING PERSON
 
BAKER STREET CAPITAL L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
2,903,389
6
SHARED VOTING POWER
 
- 0 -
7
SOLE DISPOSITIVE POWER
 
2,903,389
8
SHARED DISPOSITIVE POWER
 
- 0 -
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,903,389
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.7%
12
TYPE OF REPORTING PERSON
 
PN
 
 
2
 
CUSIP NO. 93317W102
 
1
NAME OF REPORTING PERSON
 
BASKERVILLE SPV, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
1,351,626
6
SHARED VOTING POWER
 
- 0 -
7
SOLE DISPOSITIVE POWER
 
1,351,626
8
SHARED DISPOSITIVE POWER
 
- 0 -
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,351,626
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.6%
12
TYPE OF REPORTING PERSON
 
PN
 
 
3
 
CUSIP NO. 93317W102
 
1
NAME OF REPORTING PERSON
 
BAKER STREET CAPITAL MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CALIFORNIA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
4,255,015
6
SHARED VOTING POWER
 
- 0 -
7
SOLE DISPOSITIVE POWER
 
4,255,015
8
SHARED DISPOSITIVE POWER
 
- 0 -
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,255,015
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.3%
12
TYPE OF REPORTING PERSON
 
IA

 
4
 
CUSIP NO. 93317W102
 
1
NAME OF REPORTING PERSON
 
BAKER STREET CAPITAL GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
4,255,015
6
SHARED VOTING POWER
 
- 0 -
7
SOLE DISPOSITIVE POWER
 
4,255,015
8
SHARED DISPOSITIVE POWER
 
- 0 -
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,255,015
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.3%
12
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 93317W102
 
1
NAME OF REPORTING PERSON
 
VADIM PERELMAN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
4,255,015
6
SHARED VOTING POWER
 
- 0 -
7
SOLE DISPOSITIVE POWER
 
4,255,015
8
SHARED DISPOSITIVE POWER
 
- 0 -
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,255,015
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.3%
12
TYPE OF REPORTING PERSON
 
IN

 
6
 
CUSIP NO. 93317W102
 
Item 1(a).
Name of Issuer:
 
Walter Investment Management Corp., a Maryland corporation (the “Issuer”).

Item 1(b).
Address of Issuer’s Principal Executive Offices:

3000 Bayport Drive, Suite 1100, Tampa, Florida 33607.
 
Item 2(a).
Name of Person Filing:
 
This statement is jointly filed by Baker Street Capital L.P., a Delaware limited partnership (“BSC LP”), Baskerville SPV, L.P., a limited partnership organized under the laws of the Cayman Islands (“Baskerville SPV”), Baker Street Capital Management, LLC, a California limited liability company (“Baker Street Capital Management”), Baker Street Capital GP, LLC, a Delaware limited liability company (“Baker Street Capital GP”) and Vadim Perelman (“Mr. Perelman”).  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
 
Baker Street Capital GP is the general partner of each of BSC LP and Baskerville SPV. Baker Street Capital Management is the investment manager of each of BSC LP and Baskerville SPV.  Mr. Perelman is the managing member of each of Baker Street Capital Management and Baker Street Capital GP.  By virtue of these relationships, each of Baker Street Capital Management, Baker Street Capital GP and Mr. Perelman may be deemed to beneficially own the Shares (as defined below) owned directly by BSC LP and Baskerville SPV.
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
The principal business address of each of the Reporting Persons, other than Baskerville SPV, is 12400 Wilshire Blvd., Suite 940, Los Angeles, California 90025. The principal business address of Baskerville SPV is c/o Stuarts Corporate Services Ltd., P.O. Box 2510, Grand Cayman KY1-1104, Cayman Islands.
 
Item 2(c).
Citizenship:
 
BSC LP is organized under the laws of the State of Delaware. Baskerville SPV is organized under the laws of the Cayman Islands.  Baker Street Capital Management is organized under the laws of the State of California. Baker Street Capital GP is organized under the laws of the State of Delaware.  Mr. Perelman is a citizen of the United States of America.
 
Item 2(d).
Title of Class of Securities:
 
Common Stock, par value $0.01 per share (the “Shares”).
 
Item 2(e).
CUSIP Number:
 
93317W102
 
 
7
 
CUSIP NO. 93317W102
 
Item 3.
If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
/  /
Not Applicable
 
 
(a)
/  /
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
 
 
(b)
/  /
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
 
 
(c)
/  /
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
 
 
(d)
/  /
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
 
(e)
/X/
Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
 
 
(f)
/  /
Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
 
 
(g)
/  /
Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
 
 
(h)
/  /
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
 
(i)
/  /
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
 
 
(j)
/  /
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
 
 
(k)
/  /
Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
 
Item 4.
Ownership.
 
All ownership information reported in this Item 4 is as of the close of business on September 30, 2014.
 
BSC LP
 
 
(a)
Amount beneficially owned:
 
2,903,389 Shares
 
 
(b)
Percent of class:
 
7.7% (based upon 37,704,530 Shares outstanding, which is the total number of Shares outstanding as of July 31, 2014 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2014).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
2,903,389 Shares
 
 
8
 
CUSIP NO. 93317W102
 
 
(ii)
Shared power to vote or to direct the vote
 
0 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
2,903,389 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
0 Shares
 
Baskerville SPV
 
 
(a)
Amount beneficially owned:
 
1,351,626 Shares
 
 
(b)
Percent of class:
 
3.6% (based upon 37,704,530 Shares outstanding, which is the total number of Shares outstanding as of July 31, 2014 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2014).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
1,351,626 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
0 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
1,351,626 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
0 Shares
 
Baker Street Capital Management
 
 
(a)
Amount beneficially owned:
 
4,255,015 Shares*
 
 
9
 
CUSIP NO. 93317W102
 
 
(b)
Percent of class:
 
11.3% (based upon 37,704,530 Shares outstanding, which is the total number of Shares outstanding as of July 31, 2014 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2014).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
4,255,015 Shares*
 
 
(ii)
Shared power to vote or to direct the vote
 
0 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
4,255,015 Shares*
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
0 Shares
 
___________________
*           Consists of the Shares owned directly by BSC LP and Baskerville SPV.
 
Baker Street Capital GP
 
 
(a)
Amount beneficially owned:
 
4,255,015 Shares*
 
 
(b)
Percent of class:
 
11.3% (based upon 37,704,530 Shares outstanding, which is the total number of Shares outstanding as of July 31, 2014 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2014).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
4,255,015 Shares*
 
 
(ii)
Shared power to vote or to direct the vote
 
0 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
4,255,015 Shares*
 
 
10
 
CUSIP NO. 93317W102
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
0 Shares
 
___________________
*           Consists of the Shares owned directly by BSC LP and Baskerville SPV.
 
Mr. Perelman
 
 
(a)
Amount beneficially owned:
 
4,255,015 Shares*
 
 
(b)
Percent of class:
 
11.3% (based upon 37,704,530 Shares outstanding, which is the total number of Shares outstanding as of July 31, 2014 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2014).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
4,255,015 Shares*
 
 
(ii)
Shared power to vote or to direct the vote
 
0 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
4,255,015 Shares*
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
0 Shares
 
___________________
*           Consists of the Shares owned directly by BSC LP and Baskerville SPV.
 
As the general partner of each of BSC LP and Baskerville SPV, Baker Street Capital GP may be deemed to be the beneficial owner of the Shares owned directly by BSC LP and Baskerville SPV.  As the investment manager of each of BSC LP and Baskerville SPV, Baker Street Capital Management may be deemed to be the beneficial owner of the Shares owned directly by BSC LP and Baskerville SPV. As the managing member of each of Baker Street Capital GP and Baker Street Capital Management, Mr. Perelman may be deemed to be the beneficial owner of the Shares owned directly by BSC LP and Baskerville SPV.
 
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein.  Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
 
 
11
 
CUSIP NO. 93317W102
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [   ].
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not Applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
Not Applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
See Exhibit 99.1
 
Item 9.
Notice of Dissolution of Group.
 
Not Applicable.
 
Item 10.
Certifications.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
12
 
CUSIP NO. 93317W102
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  October 10, 2014
BAKER STREET CAPITAL L.P.
   
 
By:
Baker Street Capital GP, LLC
General Partner
   
 
By:
/s/ Vadim Perelman
 
Name:
Vadim Perelman
 
Title:
Managing Member


 
BASKERVILLE SPV, L.P.
   
 
By:
Baker Street Capital GP, LLC
General Partner
   
 
By:
/s/ Vadim Perelman
 
Name:
Vadim Perelman
 
Title:
Managing Member


 
BAKER STREET CAPITAL GP, LLC
   
 
By:
/s/ Vadim Perelman
 
Name:
Vadim Perelman
 
Title:
Managing Member


 
BAKER STREET CAPITAL MANAGEMENT, LLC
   
 
By:
/s/ Vadim Perelman
 
Name:
Vadim Perelman
 
Title:
Managing Member

 
   
 
/s/ Vadim Perelman
 
VADIM PERELMAN
 
 
13
 
EX-99.1 2 ex991sc13g07950019_09302014.htm ex991sc13g07950019_09302014.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated October 10, 2014 (including amendments thereto) with respect to the Common Stock of Walter Investment Management Corp.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated:  October 10, 2014
BAKER STREET CAPITAL L.P.
   
 
By:
Baker Street Capital GP, LLC
General Partner
   
 
By:
/s/ Vadim Perelman
 
Name:
Vadim Perelman
 
Title:
Managing Member


 
BASKERVILLE SPV, L.P.
   
 
By:
Baker Street Capital GP, LLC
General Partner
   
 
By:
/s/ Vadim Perelman
 
Name:
Vadim Perelman
 
Title:
Managing Member


 
BAKER STREET CAPITAL GP, LLC
   
 
By:
/s/ Vadim Perelman
 
Name:
Vadim Perelman
 
Title:
Managing Member


 
BAKER STREET CAPITAL MANAGEMENT, LLC
   
 
By:
/s/ Vadim Perelman
 
Name:
Vadim Perelman
 
Title:
Managing Member

 
   
 
/s/ Vadim Perelman
 
VADIM PERELMAN