Form 8-K J.G. Wentworth Co For: Mar 11

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March 11, 2015 4:42 PM EDT


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): March 11, 2015 (March 6, 2015) 
THE J.G. WENTWORTH COMPANY
(Exact name of registrant as specified in its charter)
 

Delaware
 
001-36170
 
46-3037859
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
 
201 King of Prussia Road, Suite 501, Radnor,
Pennsylvania
 
 
 
19087-5148
(Address of principal executive offices)
 
 
 
(Zip Code)
 

 
Registrant’s telephone number, including area code (484) 434-2300
 
N/A
(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):
 
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 8.01 Other events.
 
On March 10, 2015, The J.G. Wentworth Company (the “Company”) announced that it has entered into a stock purchase agreement to acquire WestStar Mortgage, Inc., a privately-held residential mortgage company specializing in direct-to-consumer lending, for $54 million in cash and the Company’s Class A Common Stock, with a minimum of 75% of the transaction in cash. The stock purchase agreement was executed as of March 6, 2015. A copy of the related press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
 
This information shall not be deemed to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Exchange Act regardless of any general incorporation language in such filing.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 

Exhibit No.
 
Description
99.1
 
Press Release, dated March 10, 2015 issued by The J.G. Wentworth Company


































SIGNATURE
 
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.
 
 

 
THE J.G. WENTWORTH COMPANY
 
 
 
By:
/s/ Stephen A. Kirkwood
 
 
Name:
Stephen A. Kirkwood
 
 
Title:
Executive Vice President & General Counsel
 
 
 
 
 
Dated: March 11, 2015





































EXHIBIT INDEX
 

Exhibit No.
 
Description
99.1
 
Press Release, dated March 10, 2015, issued by The J.G. Wentworth Company



EXHIBIT 99.1

The J.G. Wentworth Company™ to Acquire WestStar Mortgage, Inc.

Addition of Consumer Mortgage Lending Expands Reach into Large Consumer Category

RADNOR, Pa., March 10, 2015 – The J.G. Wentworth Company™ (“J.G. Wentworth”) (NYSE: JGW), a leading purchaser of structured settlement payments, annuity payments, lottery payments and other receivables through the J.G. Wentworth and Peachtree brands, today announced that it has signed a stock purchase agreement to acquire WestStar Mortgage, Inc. (“WestStar”), a privately-held residential mortgage company specializing in conforming mortgage lending, for $54 million in cash and J.G. Wentworth Class A Common Stock, with a minimum of 75% of the transaction in cash.

Headquartered in the Washington, D.C. suburb of Woodbridge, VA., WestStar specializes in originating Conventional, VA, and FHA loans and is licensed to operate in 40 states. The firm was founded in 2000 and has over 300 employees in 15 states across the country. In 2014, WestStar closed $1.5 billion of new loan originations, and the company sold or securitized approximately half of the loans it originated to government backed organizations and half to third party institutional investors in the secondary market. J.G. Wentworth believes that the transaction will be accretive to adjusted net income by 15-20% on an ongoing basis.

“Our acquisition of WestStar represents the next major step in our strategy to become a more diversified financial services company, and it provides an exciting opportunity to expand our brand and product suite to a new customer base,” said Stewart A. Stockdale, Chief Executive Officer, The J.G. Wentworth Company™. “Together, we will leverage the core competencies of J.G. Wentworth, including our national brand, direct marketing abilities, call center excellence, information management and digital capabilities to drive additional mortgage originations.”

“This is an exciting step forward in the evolution and growth trajectory of our company,” said Walter F. Jones, Chairman and Chief Executive Officer, WestStar Mortgage, Inc. “Working together with the management team and capabilities at J.G. Wentworth provides an exciting vision for the future.”
WestStar will join The J.G. Wentworth Company™ as a newly-rebranded division under the name J.G. Wentworth Home Lending, and the division will remain in the company’s current headquarters in Woodbridge, VA. The current management team, led by Walter F. Jones, Roger W. Jones, and Kathy Zimpel will focus on leveraging the many assets of J.G. Wentworth to drive growth and innovation in the mortgage business.

The acquisition is subject to customary closing conditions and regulatory approvals and is expected to be completed in the third quarter of 2015. Advisors to J.G. Wentworth were K&L Gates, KPMG and Reed Smith LLP. Firms advising WestStar were Houlihan Lokey and SheppardMullin.




EXHIBIT 99.1


Forward Looking Statements
Certain statements in this press release may constitute “forward-looking statements.” All statements, other than statements of historical fact, are forward-looking statements. You can identify such statements because they contain words such as “plans,” “expects,” or “does expect,” “budget,” “forecasts,” “anticipates,” or “does not anticipate,” “believes,” “intends,” and similar expressions or statements that certain actions, events or results “may,” “could,” “would,” “might,” or “will,” be taken, occur or be achieved. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements and should not be relied upon as any guarantee of performance or results.

About The J.G. Wentworth Company™
The J.G. Wentworth Company™ focuses on key sectors, including structured settlement payment purchasing, annuity payment purchasing, lottery payment purchasing and pre-settlement funding. Through our two market-leading and highly-recognizable brands, J.G. Wentworth and Peachtree Financial Solutions, we purchase future structured settlement payment streams from our customers. For more information about The J.G. Wentworth Company™, visit www.jgw.com or use the information provided below.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of our securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful, prior to registration or qualification under the securities laws of any such state or jurisdiction.
Contacts:
Investor Relations:
866-386-3853
[email protected]

Media Inquiries:
Makovsky for The J.G. Wentworth Company™
Michael Goodwin
212-508-9639
[email protected]


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