Davis Polk – Walter Investment Management Corp. Concurrent Offerings of Common Stock and 4.5% Convertible Senior Subordinated Notes Due 2019

Davis Polk advised Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc. as joint book-running managers in connection with an SEC-registered public offering of 6,900,000 shares of common stock of Walter Investment Management Corp for aggregate gross proceeds of $290 million. The offering included 900,000 shares of common stock purchased by the underwriters upon full exercise of their option to purchase additional shares granted by Walter.

In addition, Davis Polk advised Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc. as joint book-running managers in connection with a concurrent SEC-registered public offering of $290 million aggregate principal amount of 4.5% convertible senior subordinated notes due 2019 of Walter Investment Management Corp. The offering included $25 million aggregate principal amount of notes purchased by the underwriters upon full exercise of their option to purchase additional notes granted by Walter.

Headquartered in Tampa, Florida, Walter is a fee-based business services provider to the residential mortgage industry. It is a specialty servicer providing residential loan servicing that focuses on credit-sensitive residential mortgage assets located in the United States. In addition, Walter is a mortgage portfolio owner of credit-challenged, non-conforming residential loans in the United States and operates an insurance agency serving residential loan customers. Walter’s common stock is listed on the NYSE MKT under the symbol “WAC.”

The Davis Polk corporate team included partner Michael Kaplan, associates Marcel Fausten and Jeffrey Brenner and law clerk Kevin Zhang. The equity derivatives team included partner John M. Brandow and associates Jonathan Armstrong and Katharine O’Banion. Partner Samuel Dimon and associate Yuliya Epifanstseva provided tax advice. The environmental team included counsel Loyti Cheng and associate Catharine Thorpe. The regulatory advice team included partner Margaret E. Tahyar and associate Sharanya Mitchell. The intellectual property team included partner Frank J. Azzopardi and associate Bruce Rose-Innes. Kristyn M. Dunleavy was the legal assistant on the transaction. All members of the Davis Polk team are based in the New York office.

www.davispolk.com