UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) May 23, 2006
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Ocwen Financial Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Florida 1-13219 65-0039856
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1661 Worthington Road
Suite 100
West Palm Beach, Florida 33409
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(Address of Principal Executive Offices) (Zip Code)
(561) 682-8000
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(Registrant's Telephone Number, Including Area Code)
N/A
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(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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement.
On May 23, 2006 Ocwen Financial Corporation ("Ocwen") entered into a
Stock Purchase Agreement (the "Agreement") as guarantor of the obligations of
BMS Holdings, Inc. (the "Buyer") under the Agreement. The Buyer is a special
purpose entity recently formed by Ocwen and Charlesbank Equity Fund VI, Limited
Partnership for the purpose of effecting the transaction contemplated by the
Agreement. The other parties to the Agreement include Bankruptcy Management
Solutions, Inc. (the "Company"), its stockholders and a warrant holder
identified in the Agreement, and Lincolnshire Equity Fund II, L.P., a party with
respect to certain provisions of the Agreement. Under the Agreement, the Buyer
contemplates purchasing all of the issued and outstanding shares of the Company,
a leading provider of support services to Chapter 7 Bankruptcy Trustees. The
Agreement sets forth the terms and conditions governing the consummation of the
transaction. The purchase price to be paid in connection with the transaction is
$384,500,000 subject to certain adjustments as set forth in the Agreement. The
Agreement provides customary conditions to closing, including expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended. Additional terms include customary representations and
warranties, customary termination provisions and indemnification provisions
among the parties.
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.
OCWEN FINANCIAL CORPORATION
By: /s/ WILLIAM C. ERBEY
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Name: William C. Erbey
Title: Chief Executive Officer
May 30, 2006
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