0000921895-15-000496.txt : 20150224 0000921895-15-000496.hdr.sgml : 20150224 20150224110523 ACCESSION NUMBER: 0000921895-15-000496 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150224 DATE AS OF CHANGE: 20150224 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOME LOAN SERVICING SOLUTIONS, LTD. CENTRAL INDEX KEY: 0001513161 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 980683664 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86750 FILM NUMBER: 15642243 BUSINESS ADDRESS: STREET 1: C/O INTERTRUST CORP SERVICES CAYMAN LTD STREET 2: 190 ELGIN AVENUE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9005 BUSINESS PHONE: (345) 945-3727 MAIL ADDRESS: STREET 1: C/O INTERTRUST CORP SERVICES CAYMAN LTD STREET 2: 190 ELGIN AVENUE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KINGSTOWN CAPITAL PARTNERS, LLC CENTRAL INDEX KEY: 0001418673 IRS NUMBER: 743125312 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-319-1309 MAIL ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 sc13d07352001_02232015.htm THE SCHEDULE 13D sc13d07352001_02232015.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.  )1

Home Loan Servicing Solutions, Ltd.
(Name of Issuer)

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

G6648D109
(CUSIP Number)
 
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)

February 23, 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 ¨.

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. G6648D109
 
1
NAME OF REPORTING PERSON
 
KINGSTOWN PARTNERS MASTER LTD.
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
 
- 0 -
8
SHARED VOTING POWER
 
2,609,545
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,609,545
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,609,545
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.7%
14
TYPE OF REPORTING PERSON
 
CO

 
2
 
CUSIP NO. G6648D109
 
1
NAME OF REPORTING PERSON
 
KINGSTOWN PARTNERS II, 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
 
- 0 -
8
SHARED VOTING POWER
 
448,439
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
448,439
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
448,439
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
3
 
CUSIP NO. G6648D109
 
1
NAME OF REPORTING PERSON
 
KTOWN, LP
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
 
- 0 -
8
SHARED VOTING POWER
 
542,016
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
542,016
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
542,016
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
4
 
CUSIP NO. G6648D109
 
1
NAME OF REPORTING PERSON
 
KINGSTOWN CAPITAL PARTNERS, 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
 
- 0 -
8
SHARED VOTING POWER
 
3,600,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,600,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,600,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%
14
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. G6648D109
 
1
NAME OF REPORTING PERSON
 
KINGSTOWN CAPITAL MANAGEMENT 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
 
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
 
- 0 -
8
SHARED VOTING POWER
 
3,600,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,600,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,600,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%
14
TYPE OF REPORTING PERSON
 
PN

 
6
 
CUSIP NO. G6648D109
 
1
NAME OF REPORTING PERSON
 
KINGSTOWN MANAGEMENT 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
 
- 0 -
8
SHARED VOTING POWER
 
3,600,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,600,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,600,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%
14
TYPE OF REPORTING PERSON
 
OO

 
7
 
CUSIP NO. G6648D109
 
1
NAME OF REPORTING PERSON
 
MICHAEL BLITZER
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
 
- 0 -
8
SHARED VOTING POWER
 
3,600,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,600,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,600,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%
14
TYPE OF REPORTING PERSON
 
IN

 
8
 
CUSIP NO. G6648D109
 
1
NAME OF REPORTING PERSON
 
GUY SHANON
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
 
- 0 -
8
SHARED VOTING POWER
 
3,600,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,600,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,600,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%
14
TYPE OF REPORTING PERSON
 
IN

 
9
 
CUSIP NO. G6648D109
 
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.
Security and Issuer.
 
This statement relates to shares of the Common Stock, $0.01 par value (the “Shares”), of Home Loan Servicing Solutions, Ltd. (the “Issuer”).  The address of the principal executive offices of the Issuer is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands.
 
Item 2.
Identity and Background.
 
(a)           This statement is filed by Kingstown Capital Management L.P., a Delaware limited partnership (“Kingstown Capital”), Kingstown Management GP LLC, a Delaware limited liability company (“Kingstown Management”), Kingstown Capital Partners, LLC, a Delaware limited liability company (“General Partner”), Kingstown Partners Master Ltd., a Cayman Islands corporation (“Master Fund”), Kingstown Partners II, L.P., a Delaware limited partnership (“Fund II”), Ktown, LP, a Delaware limited partnership (“Ktown,” and together with Master Fund and Fund II, the “Funds”), Michael Blitzer and Guy Shanon. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
General Partner is the general partner of each of the Funds.  Kingstown Capital is the investment manager of each of the Funds.  Kingstown Management is the general partner of Kingstown Capital.  Each of Mr. Blitzer and Mr. Shanon is a managing member of Kingstown Management.  By virtue of these relationships, each of General Partner, Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the Shares owned by the Funds.
 
 (b)           The principal business address of each of General Partner, Kingstown Capital, Kingstown Management, Fund II, Ktown, Michael Blitzer and Guy Shanon is 100 Park Ave, 21st Floor, New York, NY 10017. The principal business address of Master Fund is c/o Intertrust Corporate Services, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands.  The officers and directors of Master Fund and, to the extent that such persons are not also Reporting Persons, their principal occupations and business addresses are set forth on Schedule A and incorporated by reference in this Item 2.
 
(c)           The principal business of the Funds is acquiring, holding and disposing of investments in various companies.  The principal business of Kingstown Capital is acting as the investment manager of each of the Funds.  The principal business of Kingstown Management is acting as the general partner of Kingstown Capital. The principal business of General Partner is acting as the general partner of each of the Funds.  The principal business of each of Mr. Blitzer and Mr. Shanon is acting as a managing member of Kingstown Management.
 
(d)           No Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Messrs. Blitzer and Shanon are citizens of the United States of America.  The citizenship of the persons listed on Schedule A, who are not Reporting Persons, is set forth therein.
 
 
10
 
CUSIP NO. G6648D109
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
The Shares purchased by each of the Funds 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.  The aggregate purchase price of the 2,609,545 Shares owned by Master Fund is approximately $41,141,853, including brokerage commissions. The aggregate purchase price of the 448,439 Shares owned by Fund II is approximately $7,065,911, including brokerage commissions.  The aggregate purchase price of the 542,016 Shares owned by Ktown is approximately $8,539,950, including brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
The Reporting Persons oppose the announced transaction between New Residential Investment Corp. (“NRZ”), Hexagon Merger Sub, Ltd. and the Issuer pursuant to that certain Agreement and Plan of Merger, dated February 22, 2015 (the “Merger Agreement”).  The Reporting Persons do not believe a transaction at GAAP book value adequately compensates the Issuer’s shareholders for the value of its assets, which have historically traded between 1.2x - 1.3x book value according to the Issuer’s September 2014 Investor Presentation.  The Reporting Persons further note the overly conservative nature of the assumptions underlying the Issuer’s book value, including (i) an assumed weighted average prepayment rate of 18% versus the actual 10.3% for the nine months ending September 30, 2014, (ii) an assumed weighted average delinquency rate of 25% versus actual non-performing residential assets of 18.5% of UPB as of September 30, 2014, (iii) an assumed weighted average discount rate of 19% versus a 10% discount rate used by NRZ to value its own MSR assets, and (iv) the exclusion of any value from deferred servicing fees, which were $470M at year-end 2013.     
 
The Reporting Persons believe that adjusting these assumptions to reflect recently observed rates and the discounted value of deferred servicing fees, among other factors, could add more than $7 per share of additional value above the stated book value.  Notwithstanding a higher offer from NRZ or others, the Reporting Persons believe the most value-enhancing strategies for the Issuer are continuing its servicing relationship with Ocwen Financial Corporation, completing refinancing initiatives recently highlighted by management and executing the Issuer’s growth initiatives as its financing and operations normalize in due course.  The Reporting Persons plan to communicate with the Issuer’s shareholders, management and Board of Directors (the “Board”) as well as other third parties to oppose the current transaction and may present other proposals that offer the Issuer’s shareholders more value. 
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time engage in discussions with management, the Board, shareholders and other third parties concerning, among other things, the business, operations, available strategic alternatives and future plans of the Issuer.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, making proposals concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
 
Item 5.
Interest in Securities of the Issuer.
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 71,016,771 Shares outstanding, as of February 19, 2015, which is the total number of Shares outstanding as reported in the Merger Agreement filed as an exhibit to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on February 23, 2015.
 
As of the date hereof, Master Fund owned directly 2,609,545 Shares, constituting approximately 3.7% of the Shares outstanding, Fund II owned directly 448,439 Shares, constituting less than 1% of the Shares outstanding and Ktown owned directly 542,016 Shares, constituting less than 1% of the Shares outstanding.  By virtue of their respective relationships with the Funds discussed in further detail in Item 2, each of General Partner, Kingstown Capital, Kingstown Management and Messrs. Blitzer and Shanon may be deemed to beneficially own the Shares owned directly by the Funds.
 
 (b)           Each of Master Fund, General Partner, Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon has shared voting and dispositive power over the Shares owned directly by Master Fund.  Each of Ktown, General Partner, Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon has shared voting and dispositive power over the Shares owned directly by Ktown.  Each of Fund II, General Partner, Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon has shared voting and dispositive power over the Shares owned directly by Fund II.
 
 
11
 
CUSIP NO. G6648D109
 
 (c)           Schedule B annexed hereto lists all transactions in securities of the Issuer during the past 60 days by the Reporting Persons.
 
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.
 
(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
(e)           Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
On February 24, 2015, the Reporting Persons entered into a Joint Filing Agreement (the “Joint Filing Agreement”), in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  The Joint Filing Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
Item 7.
Material to be Filed as Exhibits.
 
 
99.1
Joint Filing Agreement, dated February 24, 2015, by and among Kingstown Capital Management L.P., Kingstown Management GP LLC, Kingstown Capital Partners, LLC, Kingstown Partners Master Ltd., Kingstown Partners II, L.P., Ktown, LP, Michael Blitzer and Guy Shanon.
 
 
12
 
CUSIP NO. G6648D109
 
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.
 
Date: February 24, 2015
KINGSTOWN CAPITAL MANAGEMENT L.P.
   
   
 
By:
Kingstown Management GP LLC
   
its general partner
   
   
 
By:
/s/ Michael Blitzer
   
Michael Blitzer
Managing Member


 
KINGSTOWN PARTNERS II, L.P.
   
   
 
By:
Kingstown Capital Partners, LLC
   
its general partner
   
   
 
By:
/s/ Michael Blitzer
   
Michael Blitzer
Managing Member


 
KTOWN, LP
   
   
 
By:
Kingstown Capital Partners, LLC
   
its general partner
   
   
 
By:
/s/ Michael Blitzer
   
Michael Blitzer
Managing Member


 
KINGSTOWN MANAGEMENT GP LLC
   
   
 
By:
/s/ Michael Blitzer
   
Michael Blitzer
Managing Member
 
 
13
 
CUSIP NO. G6648D109

 
KINGSTOWN CAPITAL PARTNERS, LLC
   
   
 
By:
/s/ Michael Blitzer
   
Michael Blitzer
Managing Member


 
KINGSTOWN PARTNERS MASTER LTD.
   
   
 
By:
/s/ Michael Blitzer
   
Michael Blitzer
Director


 
/s/ Michael Blitzer
 
MICHAEL BLITZER


 
/s/ Guy Shanon
 
GUY SHANON
 
 
14
 
CUSIP NO. G6648D109

SCHEDULE A
 
Directors and Officers of Kingstown Partners Master Ltd.

Name and Position
  
Principal Occupation
  
Principal Business Address
  
Citizenship
             
Michael Blitzer*
Director
            
             
Guy Shanon*
Director
            
             
Leon Rhule
Director
  
Accountant
  
190 Elgin Avenue, George Town, Grand Cayman, CY1-9005, Cayman Islands
  
United Kingdom, Jamaica

 

* Messrs. Blitzer and Shanon are Reporting Persons and, as such, their information called for by Item 2 of Schedule 13D is set forth therein.
 
 
 
 
CUSIP NO. G6648D109
 
SCHEDULE B
 
Transactions in the Shares by the Reporting Persons During the Past 60 Days
 
Date of
Purchase/Sale
Shares of Common Stock
Purchased/(Sold)
Price Per
Share ($)
 
KINGSTOWN PARTNERS MASTER LTD.
 
01/13/2015
934,742
12.6879
01/14/2015
333,352
13.6938
01/15/2015
542,164
14.0446
01/26/2015
(362,000)
13.1888
01/27/2015
(181,000)
12.6080
01/28/2015
(116,846)
12.6105
01/29/2015
(64,154)
12.3692
02/02/2015
(181,550)
12.5083
02/04/2015
(72,620)
13.8867
02/06/2015
(18,155)
14.7154
02/19/2015
308,337
17.0243
02/19/2015
290,200
17.0712
02/20/2015
399,025
16.8802
02/20/2015
362,750
16.7590
02/20/2015
108,825
16.8864
02/23/2015
145,100
18.2550
02/23/2015
181,375
18.2497
     
KINGSTOWN PARTNERS II, L.P.
     
01/13/2015
161,082
12.6879
01/14/2015
57,508
13.6938
01/15/2015
93,531
14.0446
01/26/2015
(62,450)
13.1888
01/27/2015
(31,225)
12.6080
 
 
 
 
CUSIP NO. G6648D109
 
01/28/2015
(20,158)
12.6105
01/29/2015
(11,067)
12.3692
02/02/2015
(30,950)
12.5083
02/04/2015
(12,380)
13.8867
02/06/2015
(3,095)
14.7154
02/19/2015
52,828
17.0243
02/19/2015
49,720
17.0712
02/20/2015
68,365
16.8802
02/20/2015
62,150
16.7590
02/20/2015
18,645
16.8864
02/23/2015
24,860
18.2550
02/23/2015
31,075
18.2497
 
KTOWN, LP
     
01/13/2015
194,899
12.6879
01/14/2015
69,571
13.6938
01/15/2015
113,151
14.0446
01/26/2015
(75,550)
13.1888
01/27/2015
(37,775)
12.6080
01/28/2015
(24,386)
12.6105
01/29/2015
(13,389)
12.3692
02/02/2015
(37,500)
12.5083
02/04/2015
(15,000)
13.8867
02/06/2015
(3,750)
14.7154
02/19/2015
63,835
17.0243
02/19/2015
60,080
17.0712
02/20/2015
82,610
16.8802
02/20/2015
75,100
16.7590
02/20/2015
22,530
16.8864
02/23/2015
30,040
18.2550
02/23/2015
37,550
18.2497

 
 
 EX-99.1 2 ex991to13d07352001_02232015.htm JOINT FILING AGREEMENT ex991to13d07352001_02232015.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 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value per share, of Home Loan Servicing Solutions, Ltd. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
 
Date: February 24, 2015
KINGSTOWN CAPITAL MANAGEMENT L.P.
   
   
 
By:
Kingstown Management GP LLC
   
its general partner
   
   
 
By:
/s/ Michael Blitzer
   
Michael Blitzer
Managing Member


 
KINGSTOWN PARTNERS II, L.P.
   
   
 
By:
Kingstown Capital Partners, LLC
   
its general partner
   
   
 
By:
/s/ Michael Blitzer
   
Michael Blitzer
Managing Member


 
KTOWN, LP
   
   
 
By:
Kingstown Capital Partners, LLC
   
its general partner
   
   
 
By:
/s/ Michael Blitzer
   
Michael Blitzer
Managing Member


 
KINGSTOWN MANAGEMENT GP LLC
   
   
 
By:
/s/ Michael Blitzer
   
Michael Blitzer
Managing Member
 
 
 
 

 
KINGSTOWN CAPITAL PARTNERS, LLC
   
   
 
By:
/s/ Michael Blitzer
   
Michael Blitzer
Managing Member


 
KINGSTOWN PARTNERS MASTER LTD.
   
   
 
By:
/s/ Michael Blitzer
   
Michael Blitzer
Director


 
/s/ Michael Blitzer
 
MICHAEL BLITZER


 
/s/ Guy Shanon
 
GUY SHANON