0001415889-15-003401.txt : 20151014 0001415889-15-003401.hdr.sgml : 20151014 20151014120416 ACCESSION NUMBER: 0001415889-15-003401 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151014 DATE AS OF CHANGE: 20151014 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52293 FILM NUMBER: 151157714 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 13D/A 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 13D/A 1 sc13da207950019_10132015.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D sc13da207950019_10132015.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 2)1

Walter Investment Management Corp.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

93317W102
(CUSIP Number)
 
VADIM PERELMAN
BAKER STREET CAPITAL MANAGEMENT, LLC
12400 Wilshire Blvd, Suite 940
Los Angeles, CA 90025
(310) 246-0345

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 13, 2015
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
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 disclosures provided in a prior cover page.

The information required on 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
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
7,325,898
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
7,325,898
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,325,898
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.4%
14
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
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,351,626
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,351,626
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,351,626
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.6%
14
TYPE OF REPORTING PERSON
 
PN

 
3
 
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
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
8,677,524
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
8,677,524
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,677,524
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.0%
14
TYPE OF REPORTING PERSON
 
OO

 
4
 
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
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CALIFORNIA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
8,677,524
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
8,677,524
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,677,524
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.0%
14
TYPE OF REPORTING PERSON
 
IA, 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
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
8,677,524
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
8,677,524
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,677,524
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.0%
14
TYPE OF REPORTING PERSON
 
IN

 
6
 
CUSIP NO. 93317W102
 
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. This Amendment No. 2 is being filed to correct the number of Shares as reported in Amendment No. 1 to the Schedule 13D. To be clear, the Reporting Persons have not purchased or sold any Shares since the Issuer adopted the Rights Agreement on June 29, 2015.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by each of BSC LP and Baskerville SPV were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 7,325,898 Shares owned by BSC LP is approximately $162,551,666, including brokerage commissions. The aggregate purchase price of the 1,351,626 Shares owned by Baskerville SPV is approximately $34,933,480, including brokerage commissions.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a) – (c) are hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 37,802,297 Shares outstanding as of July 31, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 10, 2015.
 
As of the close of business on October 13, 2015, BSC LP beneficially owned 7,325,898 Shares, constituting approximately 19.4% of the Shares outstanding.
 
As of the close of business on October 13, 2015, Baskerville SPV beneficially owned 1,351,626 Shares, constituting approximately 3.6% of the Shares outstanding.
 
Baker Street Capital GP, as the general partner of each of BSC LP and Baskerville SPV, may be deemed to beneficially own the 8,677,524 Shares owned in the aggregate by BSC LP and Baskerville SPV, constituting approximately 23.0% of the Shares outstanding. Baker Street Capital Management, as the investment manager of each of BSC LP and Baskerville SPV, may be deemed to beneficially own the 8,677,524 Shares owned in the aggregate by BSC LP and Baskerville SPV, constituting approximately 23.0% of the Shares outstanding. Mr. Perelman, as the managing member of each of Baker Street Capital GP and Baker Street Capital Management, may be deemed to beneficially own the 8,677,524 Shares owned in the aggregate by BSC LP and Baskerville SPV, constituting approximately 23.0% of the Shares outstanding.
 
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
(b)           By virtue of their respective positions with BSC LP, each of Baker Street Capital GP, Baker Street Capital Management and Mr. Perelman may be deemed to have the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares directly owned by BSC LP.
 
 
7
 
CUSIP NO. 93317W102
 
By virtue of their respective positions with Baskerville SPV, each of Baker Street Capital GP, Baker Street Capital Management and Mr. Perelman may be deemed to have the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares directly owned by Baskerville SPV.
 
(c)           There have been no transactions in the Shares during the past sixty days by the Reporting Persons.
 
 
8
 
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 14, 2015
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

 
9