8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1, 2010

Walter Investment Management Corp.
(Exact name of registrant as specified in its charter)

Maryland	001-13417	13-3950486
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3000 Bayport Drive, Suite 1100 Tampa, Florida	33607
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (813) 421-7605

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition of Disposition of Assets.

On August 25, 2010, Walter Investment Management Corp. (the “Registrant”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Marathon Asset Management, L.P. (“Marathon”), Michael O’Hanlon (Marathon and O’Hanlon are referred to herein collectively as the “Sellers”) and Marix Servicing LLC (“Marix”), pursuant to which the Registrant, or a wholly owned direct or indirect subsidiary of the Registrant, agreed to acquire the Marix mortgage servicing business (the “Business”) through the purchase of 100% of Marix’s membership interests outstanding as of the closing of the transaction (the “Acquisition”).  On November 1, 2010 the Acquisition was completed through the purchase of 100% of the membership interests of Marix by a wholly owned subsidiary of the Registrant. 

The purchase price consisted of a nominal cash payment at closing and certain earn-out payments which may be payable to the Sellers over the three-year period following the closing (the “Earn-Out”), as well as the repayment to Marathon of certain servicing advances made by Marix, as described below. The Earn-Out, if any, will be the primary consideration to be paid by the Registrant in connection with the Acquisition. Earn-Out payments will be made quarterly at a rate of either 15% or 12% of certain specified revenues (the percentage being dependent upon the source of revenues) generated by the Business each quarter in excess of an agreed-upon threshold, as more thoroughly described in the Purchase Agreement attached to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 25, 2010. Marathon will retain its interest in servicing advances made by Marix prior to the closing and will be reimbursed for such advances as they are collected by Marix. The purchase price is subject to a working capital adjustment to be performed during the 60-day period following closing, pursuant to which cash may be paid by the Sellers to Marix, or by Marix to the Sellers, depending on whether the actual working capital of Marix delivered at closing is less than or greater than $750,000.  

For a period of three years following the closing of the Acquisition, Marathon and Marix will participate in a strategic relationship which will include, amongst other cooperative efforts to be mutually agreed upon, the establishment of an advisory council for the purpose of fostering an ongoing relationship between Marathon, Marix and the Registrant, and a servicing relationship pursuant to which Marathon will utilize Marix exclusively for the servicing of certain mortgage loans (subject to Marix meeting certain pricing and performance conditions).

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Item 8.01 Other Events.

On November 2, 2010, the Registrant issued a news release announcing the completion of the Acquisition. A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No.	Description
99.1	Press Release, dated November 2, 2010

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WALTER INVESTMENT MANAGEMENT CORP.
Date: November 2, 2010	By:	/s/ Stuart Boyd
		Stuart Boyd, Vice President,
		General Counsel and Secretary

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
November 2, 2010

Investor and Media Contact: Whitney Finch
Director of Investor Relations
813.421.7694
wfinch@walterinvestment.com

WALTER INVESTMENT MANAGEMENT CORP. COMPLETES PURCHASE OF
MARIX SERVICING LLC

(Tampa, Fla.) — Walter Investment Management Corp. (NYSE Amex: WAC) (“Walter Investment” or the “Company”) today announced it has completed the purchase of Marix Servicing LLC (“Marix”), a high-touch specialty mortgage servicer. Marix, based in Phoenix, Arizona, is focused on default management, borrower outreach, loss mitigation, liquidation strategies and component and specialty servicing.

“We are pleased to have finalized the purchase of Marix,” said Mark J. O’Brien, Walter Investment’s Chairman and Chief Executive Officer, “We believe Marix is uniquely positioned as a well-capitalized, specialty servicer with available capacity, leading technology, experienced management and superior performance.”

With the close of the transaction, Marix becomes a significant component of the Walter Investment high-touch asset management and servicing platform, allowing the Company to expand its portfolio acquisition and revenue growth opportunities. The addition of Marix to Walter Investment’s existing operations creates one of the industry’s most robust platforms.

About Walter Investment Management Corp.

Walter Investment Management Corp. is an asset manager, mortgage servicer and mortgage portfolio owner specializing in less-than-prime, non-conforming and other credit-challenged mortgage assets. Based in Tampa, Fla., the Company currently has $1.8 billion of assets under management and annual revenues of approximately $180 million. The Company is structured as a real estate investment trust (“REIT”) and employs approximately 340 people. For more information about Walter Investment Management Corp., please visit the Company’s website at www.walterinvestment.com.

About Marix Servicing LLC

Marix Servicing LLC is a high-touch specialty mortgage servicer focused on default management, borrower outreach, loss mitigation, liquidation strategies, and component and specialty servicing. Marix is based in Phoenix, Arizona and offers one of the industry’s most robust platforms utilizing state-of-the art loss mitigation and centralized collections processes. For further information regarding Marix and its servicing capabilities please contact Rick Smith, President and CEO of Marix Servicing at (623)249-2255 or visit the Company’s website at www.marixservicing.com.

Safe Harbor Statement

Certain statements in this release and in any of Walter Investment Management Corp.’s public documents referred to herein, contain or incorporate by reference “forward-looking” statements as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Walter Investment Management Corp. is including this cautionary statement to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are not historical fact are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “project,” “estimate,” “forecast,” “objective,” “plan,” “goal” and similar expressions, and the opposites of such words and expressions are intended to identify forward-looking statements. Forward-looking statements are based on the Company’s current beliefs, intentions and expectations; however, forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance or achievements, to differ materially from those reflected in the statements made or incorporated in this release. Thus, these forward-looking statements are not guarantees of future performance and should not be relied upon as predictions of future events. The risks and uncertainties referred to above include, but are not limited to, the accuracy of management’s due diligence on and its assessment of the Marix business; future economic and business conditions; the potential loss of key customers of Marix or reduction in the services contracted for by any such customers; the failure of the market for the Company’s services to develop, the possibility that the Company may not be able to integrate successfully the business, operations and employees of the acquired business; the inability to manage growth; the effects of competition from a variety of local, regional, national and other mortgage servicers and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on March 2, 2010.

All forward-looking statements set forth herein are qualified by this cautionary statement and are made only as of November 2, 2010. The Company undertakes no obligation to update or revise the information contained herein, including without limitation, any forward-looking statements, whether as a result of new information, subsequent events or circumstances, or otherwise, unless otherwise required by law.