New Residential Investment Corp. (NYSE:NRZ) acquired substantially all assets and assumed substantially all liabilities from Home Loan Servicing Solutions, Ltd. (NasdaqGS:HLSS) for approximately $1.4 billion in cash and stock on February 22, 2015. The consideration consists of approximately $1.007 billion in cash and 28.29 million common shares. The asset purchase was approved by the board of directors of each company and did not require approval of shareholder of New Residential Investment Corp. The transaction is subject to approval of the shareholders of Home Loan Servicing Solutions, Ltd., governmental approval, the accuracy of the other party's representations and warranties, each party's compliance with its covenants and agreements contained in the merger agreement, and certain other customary closing conditions.

The agreement may be terminated by either party under certain circumstances, including, if the closing has not occurred by the nine-month anniversary of the agreement, if a court or other governmental entity has issued a final and non-appealable order prohibiting the closing, if Home Loan Servicing Solutions, Ltd. fails to obtain the Home Loan Servicing Solutions, Ltd.'s shareholder approval, and upon a material uncured breach by the other party that would result in a failure of the conditions to the closing to be satisfied. Joseph A. Coco, David Polster, Peter D. Serating, Christopher P. Malloy, Clifford H. Aronson, David F. Levy, Erich T. Schwartz, Ken Ziman, Mark A. McDermott, Michael J. Schwartz, Michael J. Zeidel, Michael K. Hoffman, Regina Olshan, Richard F. Kadlick, Robert S. Saunders and Scott D. Musoff of Skadden, Arps, Slate, Meagher & Flom LLP, Mark D. Werner, Robert T., III Isham, Dana A. Williamson, Brian A. White, Megan H. Roberts, John J. Kuster, Jessica C.K. Boelter, Kevin J. Hochberg, John G. Hutchinson of Sidley Austin LLP, and Maples and Calder acted as legal advisors to New Residential. Citigroup acted as financial advisor while Weil, Gotshal & Manges LLP and Walkers as legal advisors to Home Loan Servicing Solutions. Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as financial advisor for New Residential Investment Corp. Credit Suisse (USA), Inc. acted as financial advisor to New Residential Investment Corp. Frederick Green, P.J. Himelfarb, Jennifer Cheng, Frank Martire, Aileen Kim, Kimberly Thibault, John Dedyo, David Cohen, Emily Battersby, Danek Freeman, Daniel Ferguson, Alexander Lynch, Noah Kressler, Marc Silberberg, Mark Dundon, Tristan Evans-Wilent, Michael Nissan, Jeffrey Lieberman, Paula Han, Jonathan Polkes and Paul Ferrillo of Weil & Company acted as accountant to Home Loan Servicing Solutions. Cleary, Gottlieb, Steen & Hamilton LLP acted as legal advisor for Citigroup.