This excerpt taken from the OCN 8-K filed Apr 1, 2009.
Item 1.01 Entry Into a Material Definitive Agreement.
On March 27, 2009, Ocwen Financial Corporation (the Company) entered into definitive agreements for the issuance and sale of, and rights of registration over, 5,471,500 newly-issued shares of the Companys Common Stock, as further described below and in the attachments hereto (the Transactions).
Pursuant to a Share Purchase Agreement (the Purchase Agreement), the purchasers signatory thereto (collectively, the Purchasers) agreed to purchase 5,471,500 newly-issued shares of the Companys Common Stock, at a purchase price of $11.00 per share. The Purchase Agreement contains customary closing conditions, representations, warranties and covenants. In addition, the Purchasers have agreed that for a one-year period following the Closing Date, certain restrictions will apply to the transfer of the newly-acquired shares, and that they will not acquire beneficial ownership of additional shares of Common Stock of the Company if such acquisition would result in the Purchasers owning more than 15% of the Companys outstanding voting securities. The Company has applied to list the newly-acquired shares on the New York Stock Exchange.
The Purchase Agreement is filed as Exhibit 10.1 to this Form 8-K. The foregoing summary description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 hereto, which is incorporated herein by reference.
Registration Rights Agreement
The Registration Rights Agreement with the Purchasers provides for required and incidental rights of registration under the Securities Act of 1933, as amended, for the shares of Common Stock to be acquired by the Purchasers.
The Registration Rights Agreement is filed as Exhibit 10.2 to this Form 8-K. The foregoing summary description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.2 hereto, which is incorporated herein by reference.