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Home Loan Servicing Solutions, Ltd. – ‘PREM14A’ for 5/1/15

On:  Friday, 5/1/15, at 5:27pm ET   ·   For:  5/1/15   ·   Accession #:  1193125-15-166679   ·   File #:  1-35431

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/01/15  Home Loan Servicing Solutions Ltd PREM14A     5/01/15    1:1.1M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Proxy Solicitation Material -- Merger   HTML    863K 
                          or Acquisition                                         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

HOME LOAN SERVICING SOLUTIONS, LTD.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION DATED [●], 2015

HOME LOAN SERVICING SOLUTIONS, LTD.

c/o Intertrust Corporate Services (Cayman) Limited

190 Elgin Avenue

George Town, Grand Cayman KY1-9005

Cayman Islands

(345) 945-3727

[●], 2015

Dear Shareholder:

We cordially invite you to attend an extraordinary general meeting of shareholders of Home Loan Servicing Solutions, Ltd. (“HLSS”), which will be held at the offices of Intertrust Corporate Services (Cayman) Limited located at 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands at [●] EST on [●], 2015.

At the extraordinary general meeting, you will be asked to consider and vote upon:

1. a proposal to authorize and approve the Agreement and Plan of Merger, dated as of April 6, 2015 (as it may be amended from time to time, the “Merger Agreement”), by and among HLSS, New Residential Investment Corp., a Delaware corporation (“NRZ”), and Hexagon Merger Sub, Ltd., a Cayman Islands exempted company and a wholly owned subsidiary of NRZ (“Merger Sub”), providing for the merger of HLSS with and into Merger Sub (the “Merger”), and the plan of merger required to be filed with the Registrar of Companies in the Cayman Islands, substantially in the form attached as Appendix 1 to the Merger Agreement (as it may be amended from time to time, the “Cayman Plan of Merger”); and

2. a proposal to adjourn the extraordinary general meeting, if necessary as determined by the chairman, to solicit additional proxies if there are insufficient votes at the time of the extraordinary general meeting to authorize and approve the Merger Agreement and the Cayman Plan of Merger.

If the Merger is completed, you will be entitled to receive $0.704059 in cash, without interest, for each ordinary share of HLSS you own immediately prior to the effective time of the Merger.

After careful consideration, our board of directors, by unanimous vote, approved and declared advisable the execution, delivery and performance of the Merger Agreement and the Cayman Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger, and determined that entering into the Merger Agreement and the Cayman Plan of Merger and consummating the Merger, are fair to, and in the best interests of, HLSS and HLSS’s shareholders. Accordingly, our board of directors recommends that you vote “FOR” the special resolution to authorize and approve the Merger Agreement and the Cayman Plan of Merger and “FOR” the ordinary resolution to adjourn the extraordinary general meeting, if necessary as determined by the chairman, to solicit additional proxies.

The proxy statement and notice of general meeting accompanying this letter provide you with detailed information about the proposed Merger and the extraordinary general meeting of shareholders to vote on the approval of the Merger Agreement and the Cayman Plan of Merger. We encourage you to read the entire proxy statement, the Merger Agreement and the Cayman Plan of Merger carefully. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement and a copy of the Cayman Plan of Merger is attached as Appendix 1 to the Merger Agreement. You may also obtain more information about HLSS from documents we have filed with the United States Securities and Exchange Commission.

Your vote is very important, regardless of the number of shares that you own. The Merger cannot be completed unless the Merger Agreement and the Cayman Plan of Merger are authorized and approved by the affirmative vote (in person or by

proxy) of the holders of two-thirds or more of the HLSS ordinary shares entitled to vote on the matter and present and voting in person or by proxy at the extraordinary general meeting (i.e., a special resolution under Cayman Islands law). A failure to attend the extraordinary general meeting and vote your ordinary shares of HLSS or failure to submit a proxy or a broker non-vote, will have no effect on the outcome of any vote to authorize and approve the Merger Agreement and the Cayman Plan of Merger. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of votes considered to be present at the extraordinary general meeting for purposes of determining whether a quorum is present but will otherwise have no effect on the outcome of any vote to authorize and approve the Merger Agreement and the Cayman Plan of Merger.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED, EVEN IF YOU DO NOT PLAN ON ATTENDING THE EXTRAORDINARY GENERAL MEETING IN PERSON. ACCORDINGLY, WE URGE YOU TO VOTE BY COMPLETING, SIGNING, DATING AND PROMPTLY RETURNING THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED, OR YOU MAY VOTE THROUGH THE INTERNET AS DIRECTED ON THE ENCLOSED PROXY CARD. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOU OWN SHARES THAT ARE REGISTERED DIFFERENTLY, PLEASE VOTE ALL OF YOUR SHARES SHOWN ON ALL OF YOUR PROXY CARDS.

PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION DATED [●], 2015

HOME LOAN SERVICING SOLUTIONS, LTD.

c/o Intertrust Corporate Services (Cayman) Limited

190 Elgin Avenue

George Town, Grand Cayman KY1-9005

Cayman Islands

(345) 945-3727

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON [●], 2015

To Shareholders of Home Loan Servicing Solutions, Ltd.:

Notice is hereby given that an extraordinary general meeting of shareholders of Home Loan Servicing Solutions, Ltd., a Cayman Islands exempted company (“HLSS”), will be held at the offices of Intertrust Corporate Services (Cayman) Limited located at 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands at [●] EST on [●], 2015, for the purposes of considering and, if thought fit, passing the following resolutions:

1. THAT, as a special resolution, the Agreement and Plan of Merger, dated as of April 6, 2015 (as it may be amended from time to time, the “Merger Agreement”), by and among HLSS, New Residential Investment Corp., a Delaware corporation (“NRZ”), and Hexagon Merger Sub, Ltd., a Cayman Islands exempted company and a wholly owned subsidiary of NRZ (“Merger Sub”), providing for the merger of HLSS with and into Merger Sub (the “Merger”), and the plan of merger required to be filed with the Registrar of Companies in the Cayman Islands, substantially in the form attached as Appendix 1 to the Merger Agreement (as it may be amended from time to time, the “Cayman Plan of Merger”), be authorized, approved and confirmed in all respects; and

2. THAT, as an ordinary resolution, the extraordinary general meeting be adjourned, if necessary as determined by the chairman, to solicit additional proxies if there are insufficient votes at the time of the extraordinary general meeting to approve the Merger Agreement and the Cayman Plan of Merger.

After careful consideration, our board of directors, by unanimous vote, has approved and declared advisable the execution, delivery and performance of the Merger Agreement, the Cayman Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger, and has determined that entering into the Merger Agreement and the Cayman Plan of Merger and consummating the Merger, are fair to, and in the best interests of, HLSS and its shareholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE SPECIAL RESOLUTION TO AUTHORIZE AND APPROVE OF THE MERGER AGREEMENT AND THE CAYMAN PLAN OF MERGER AND “FOR” THE ORDINARY RESOLUTION TO ADJOURN THE EXTRAORDINARY GENERAL MEETING, IF NECESSARY AS DETERMINED BY THE CHAIRMAN.

Only shareholders of record of ordinary shares of HLSS at the close of business on [●], 2015, the record date for the extraordinary general meeting, are entitled to notice of and to vote at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. A list of shareholders entitled to vote at the extraordinary general meeting will be available for inspection by shareholders of record during business hours at HLSS’s registered office located at 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands for ten days prior to the date of the extraordinary general meeting and will also be available at the extraordinary general meeting.

Your vote is very important, regardless of the number of shares that you own. The approval of the Merger Agreement and the Cayman Plan of Merger requires the affirmative vote (in person or by proxy) of the holders of two-thirds or more of the HLSS ordinary shares entitled to vote on the matter and present and voting in person or by proxy at the extraordinary general meeting (i.e., a special resolution under Cayman Islands law). The proposal to adjourn the extraordinary general meeting, if necessary as determined by the chairman, to solicit additional proxies requires the affirmative vote (in person or by proxy) of holders of a majority or more of the HLSS ordinary shares entitled to vote and present and voting in person or by proxy at the extraordinary general meeting (i.e., an ordinary resolution under Cayman Islands law).

Whether or not you plan to attend the extraordinary general meeting, we urge you to vote your shares by completing, signing, dating and returning the accompanying proxy card as promptly as possible in the postage-paid envelope or by submitting your proxy via the Internet prior to the extraordinary general meeting to ensure that your shares will be represented at the extraordinary general meeting. If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” the approval of the Merger Agreement and the Cayman Plan of Merger and “FOR” the proposal to adjourn the extraordinary general meeting, if necessary as determined by the chairman, to solicit additional proxies if there are insufficient votes to authorize and approve the Merger Agreement and the Cayman Plan of Merger at the time of the extraordinary general meeting. If you fail to return your proxy card or fail to submit your proxy via the Internet and do not vote in person at the extraordinary general meeting, it will not affect the outcome of the vote regarding the approval of the Merger Agreement and the Cayman Plan of Merger or the proposal to adjourn the extraordinary general meeting, if necessary as determined by the chairman, to solicit additional proxies. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of votes considered to be present at the extraordinary general meeting for purposes of determining whether a quorum is present but will not affect the outcome of the vote regarding the approval of the Merger Agreement and the Cayman Plan of Merger or the proposal to adjourn the extraordinary general meeting, if necessary as determined by the chairman, to solicit additional proxies. Any shareholder attending the extraordinary general meeting may vote in person even if he or she has already voted by proxy card or via the Internet; such vote by ballot will revoke any proxy previously submitted. If you hold your shares through a bank, broker or other custodian, you must provide a legal proxy issued from such bank, broker or other custodian in order to vote your shares in person at the extraordinary general meeting.

HLSS’s shareholders who wish to dissent to the Merger Agreement and the Cayman Plan of Merger will have the right to be paid the fair value of their ordinary shares of HLSS if the Merger contemplated by the Merger Agreement and the Cayman Plan of Merger is completed, but only if they submit a written objection to the Merger to HLSS before the taking of the vote on the Merger Agreement and the Cayman Plan of Merger at the extraordinary general meeting and they comply with all requirements of Cayman Islands law, which are summarized in greater detail in the accompanying proxy statement.

The accompanying proxy statement is dated [●], 2015 and is first being mailed to shareholders of HLSS on or about [●], 2015.

[●], 2015

TABLE OF CONTENTS

PROXY STATEMENT

SUMMARY

The following summary highlights selected information in this proxy statement and may not contain all the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement and its annexes. Each item in this summary includes a page reference directing you to a more complete description of that topic. See the section of this proxy statement entitled “Where You Can Find More Information.”

Unless otherwise indicated or unless the context requires otherwise, all references in this proxy statement to the “Company,” “HLSS,” “we,” “our” and “us” refer to Home Loan Servicing Solutions, Ltd.; all references to “NRZ” refer to New Residential Investment Corp.; all references to “Merger Sub” refer to Hexagon Merger Sub, Ltd.; all references to the “Merger Agreement” refer to the Agreement and Plan of Merger, dated as of April 6, 2015, by and among HLSS, NRZ and Merger Sub, as may be amended from time to time, a copy of which is attached as Annex A to this proxy statement; all references to the “Cayman Plan of Merger” refer to the plan of merger required to be filed with the Registrar of Companies in the Cayman Islands, substantially in the form attached as Appendix 1 to the Merger Agreement; all references to the “Merger” refer to the merger contemplated by the Merger Agreement and the Cayman Plan of Merger; and all references to the “SEC” refer to the United States Securities and Exchange Commission.

Overview of the Merger (Page [●])

On February 22, 2015, HLSS, NRZ and Merger Sub entered into an Agreement and Plan of Merger (referred to in this proxy statement as the “Initial Merger Agreement”). The Initial Merger Agreement provided that, upon the terms and subject to the conditions set forth therein, Merger Sub would have merged with and into HLSS, with HLSS continuing as the surviving company and a wholly owned subsidiary of NRZ, and at the effective time of the merger pursuant to the Initial Merger Agreement, each ordinary share of HLSS issued and outstanding immediately prior to the effective time (except as set otherwise forth therein) would have been automatically converted into the right to receive $18.25 in cash, without interest (referred to in this proxy statement as the “Initial Merger”).

Based on the shared expectation of HLSS and NRZ that HLSS could not satisfy the conditions to the consummation of the Initial Merger set forth in the Initial Merger Agreement, HLSS and NRZ finalized the terms of an alternative transaction. On April 6, 2015, the parties and certain of their respective subsidiaries simultaneously entered into (i) a Termination Agreement, a copy of which is attached as Annex B to this proxy statement, pursuant to which the Initial Merger Agreement was terminated and NRZ and Merger Sub, on the one hand, and HLSS, on the other hand, mutually released the other from any liability with respect to claims related to the Initial Merger Agreement or the transactions contemplated thereby, and (ii) a Share and Asset Purchase Agreement, a copy of which is attached as Annex C to this proxy statement (referred to in this proxy statement as the “Purchase Agreement”), pursuant to which, among other things, in exchange for the sale of substantially all of the assets of HLSS (including all of the issued share capital of its first-tier subsidiaries) (referred to in this proxy statement as the “Asset Sale”), HLSS received from HLSS MSR-EBO Acquisitions LLC and HLSS Advances Acquisition Corp., wholly owned subsidiaries of NRZ (referred to in this proxy statement as the “Buyers”), (x) an amount in cash equal to approximately $1.007 billion plus (y) 28,286,980 newly issued shares of NRZ common stock (referred to in this proxy statement as the “NRZ Shares”), and in connection therewith, the Buyers assumed substantially all of the liabilities of HLSS, including certain post-closing liabilities of HLSS. The closing of the transactions contemplated by the Purchase Agreement occurred simultaneously with the execution of the Purchase Agreement. HLSS subsequently sold the NRZ Shares on April 13, 2015 and declared a Liquidating Distribution (as defined below) in the aggregate amount of approximately $1.2 billion, or $16.613 per share, paid on April 27, 2015 to holders of record of ordinary shares of HLSS at the close of business on April 20, 2015 (referred to in this proxy statement as the “April 27 Liquidating Distribution”).

Concurrently with the execution of the Purchase Agreement, the board of directors of HLSS adopted and approved a Plan of Complete Liquidation and Dissolution, a copy of which is attached as Annex D to this proxy statement (referred to in this proxy statement as the “Plan of Liquidation”), pursuant to which HLSS would (i) cease HLSS’s business activities other than such activities that are necessary to carry out the provisions of the Plan of Liquidation, (ii) pay or make adequate provision for operating expenses expected to be incurred through the completion of the Plan of Liquidation and (iii) distribute to the shareholders of HLSS (1) the cash received by HLSS in the transaction contemplated by the Purchase Agreement and the net proceeds from the sale of the NRZ Shares received by HLSS in the transaction, less (2) amounts used to pay certain liabilities of HLSS and a reserve in the amount of $50 million (referred to in this proxy statement as the “Cash Reserve”) that will be held by HLSS at the discretion of the board of directors of HLSS to ensure that HLSS will be able to meet known and unknown liabilities up to the date of the consummation of the Merger or, if the Merger is not consummated, the date of the final Liquidating Distribution after settlement of the remaining liabilities of HLSS and to ensure that HLSS has available resources in the event that it is necessary to enforce against third parties any contractual or other rights of HLSS or its officers or directors.

On April 6, 2015, at the closing of the transactions contemplated by the Purchase Agreement, we entered into a Services Agreement, a copy of which is attached as Annex E to this proxy statement (referred to in this proxy statement as the “Services Agreement”), with HLSS Advances Acquisition Corp., a wholly owned subsidiary of NRZ (referred to in this proxy statement for these purposes as the “Provider”), pursuant to which the Provider will be responsible for the operations of the Company and will perform such services and activities related to the assets and operations of the Company, including, among other things, handling (including defending, prosecuting or resolving) all claims, disputes or controversies (including any litigation, arbitration, governmental investigations or inquiries or any other proceedings or negotiations) to which the Company is a party or may otherwise be involved.

Also on April 6, 2015, at the closing of the transactions contemplated by the Purchase Agreement, we entered into the Merger Agreement. Upon the terms and subject to the conditions of the Merger Agreement, HLSS will merge with and into Merger Sub, and Merger Sub will continue as the surviving company and a wholly owned subsidiary of NRZ. Upon consummation of the Merger, holders of ordinary shares of HLSS will be entitled to receive the per share merger consideration of $0.704059 in cash, without interest, for each ordinary share of HLSS issued and outstanding immediately prior to the effective time of the Merger (other than ordinary shares of HLSS owned by HLSS as treasury shares or owned directly by NRZ or by any direct or indirect wholly owned subsidiary of NRZ, or ordinary shares of HLSS the holders of which have properly demanded and perfected their dissenting rights under Cayman Islands law) (referred to in this proxy statement as the “Merger Consideration”). The Merger Agreement, which is the principal document governing the Merger, is attached as Annex A to this proxy statement, and the Cayman Plan of Merger is attached as Appendix 1 to the Merger Agreement, and we encourage you to read the Merger Agreement and the Cayman Plan of Merger in their entirety.

The Parties to the Merger (Page [●])

Home Loan Servicing Solutions, Ltd.

HLSS, a Cayman Islands exempted company, no longer conducts the business activities described in HLSS’s historical filings with the SEC, and, pursuant to the Plan of Liquidation, (i) has ceased HLSS’s business activities other than such activities that are necessary to carry out the provisions of the Plan of Liquidation, (ii) is paying or making adequate provision for operating expenses expected to be incurred through the completion of the Plan of Liquidation and (iii) declared and paid the April 27 Liquidating Distribution. HLSS’s principal executive offices are located in the Cayman Islands. Prior to April 29, 2015, ordinary shares of HLSS were listed on the NASDAQ Global Select Market (referred to in this proxy statement as “Nasdaq”) under the trading symbol “HLSS.” On April 29, 2015, our ordinary shares began being quoted on the OTC Pink Marketplace under the symbol “HLSSF.”

New Residential Investment Corp.

NRZ (NYSE: NRZ), a Delaware corporation, is a publicly traded real estate investment trust primarily focused on opportunistically investing in, and actively managing, investments related to residential real estate. NRZ was formed as a wholly owned subsidiary of Newcastle Investment Corp. in September 2011 and was spun-off from Newcastle Investment Corp. on May 15, 2013. NRZ is externally managed and advised by an affiliate of Fortress Investment Group LLC (referred to in this proxy statement as “Fortress”) pursuant to a management agreement.

Hexagon Merger Sub, Ltd.

Hexagon Merger Sub, Ltd. is a Cayman Islands exempted company and a wholly owned subsidiary of NRZ. It was formed solely for the purpose of effecting the Merger and the transactions contemplated by the Merger Agreement, and it has not engaged in any other business.

The Merger and the Closing (Page [●] and Page [●])

The Merger Agreement provides that, if the Merger Agreement and Cayman Plan of Merger are authorized and approved by our shareholders and the other conditions to closing are satisfied or waived, HLSS will merge with and into Merger Sub, and Merger Sub will continue as the surviving company and a wholly owned subsidiary of NRZ. Upon completion of the Merger, each ordinary share of HLSS issued and outstanding immediately prior to the effective time of the Merger (other than ordinary shares of HLSS owned by HLSS as treasury shares or owned directly by NRZ or by any direct or indirect wholly owned subsidiary of NRZ, or ordinary shares of HLSS the holders of which have properly demanded and perfected their dissenting rights under Cayman Islands law) will be cancelled and converted into the right to receive $0.704059 in cash, without interest. As a result of the Merger, the separate corporate existence of the Company will cease, and you will not own any shares of the surviving company.

If the Merger is authorized and approved, the Company will file the Cayman Plan of Merger with the Cayman Islands Registrar of Companies (referred to in this proxy statement as the “Registrar”) which, if the requirements of the Companies Law (2013 Revision) of the Cayman Islands (referred to in this proxy statement as the “Cayman Companies Law”) are satisfied, will register the Cayman Plan of Merger and issue a certificate of merger. The Merger will be effective on the date and time the Cayman Plan of Merger is registered by the Registrar.

2

The Extraordinary General Meeting (Page [●])

Date, Time and Place (Page [●])

The extraordinary general meeting of our shareholders will be held at the offices of Intertrust Corporate Services (Cayman) Limited located at 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands at [●] EST on [●], 2015.

Purpose of the Extraordinary General Meeting (Page [●])

At the extraordinary general meeting, you will be asked to consider and vote upon (1) a proposal to authorize and approve the Merger Agreement and the Cayman Plan of Merger; and (2) a proposal to approve the adjournment of the extraordinary general meeting, if necessary as determined by the chairman to solicit additional proxies if there are insufficient votes at the time of the extraordinary general meeting to authorize and approve the Merger Agreement.

Record Date and Quorum (Page [●])

You are entitled to vote at the extraordinary general meeting if you owned ordinary shares of HLSS at the close of business on [●], 2015, the record date for the extraordinary general meeting. You will have one vote on each matter for each ordinary share of HLSS that you owned on the record date. As of the close of business on the record date for the extraordinary general meeting, there were 71,016,771 ordinary shares of HLSS outstanding and entitled to vote at the extraordinary general meeting.

The presence at the extraordinary general meeting in person or by proxy of the holders of a majority of the issued and outstanding shares of HLSS entitled to vote at the extraordinary general meeting as of the close of business on the record date will constitute a quorum for purposes of considering the proposals at the extraordinary general meeting. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of votes considered to be present at the extraordinary general meeting for purposes of determining whether a quorum is present but will otherwise have no effect on the proposals at the extraordinary general meeting.

Vote Required for Approval (Page [●])

Your broker will not have discretionary authority to vote your shares with respect to the two proposals to be considered at the extraordinary general meeting. Brokers who have record ownership of shares that are held in “street name” for their clients (the beneficial owners of the shares) have discretion to vote these shares on routine matters but not on non-routine matters. A “broker non-vote” occurs when the broker does not receive voting instructions from the beneficial owner with respect to a non-routine matter and therefore the broker expressly indicates on a proxy card that it is not voting on a matter. To the extent your broker submits a broker non-vote with respect to your shares on a proposal, your shares will not be deemed “votes cast” with respect to that proposal.

The authorization and approval of the Merger Agreement and the Cayman Plan of Merger requires the affirmative vote at the extraordinary general meeting, in person or represented by proxy, of the holders of two-thirds or more of the outstanding ordinary shares of HLSS entitled to vote on the matter and present and voting in person or by proxy at the extraordinary general meeting. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of votes considered to be present at the extraordinary general meeting for purposes of determining whether a quorum is present but will otherwise have no effect on the proposal to authorize and approve the Merger Agreement and the Cayman Plan of Merger.

Approval of the proposal to adjourn the extraordinary general meeting, if necessary as determined by the chairman, to solicit additional proxies requires the affirmative vote of the holders of a majority of the outstanding ordinary shares of HLSS entitled to vote on the matter and present and voting in person or by proxy at the extraordinary general meeting. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of votes considered to be present at the extraordinary general meeting for purposes of determining whether a quorum is present but will otherwise have no effect on the proposal to adjourn the extraordinary general meeting.

Voting and Proxies (Page [●])

Any shareholder of record entitled to vote at the extraordinary general meeting may submit a proxy by (i) returning the enclosed proxy card by mail; (ii) using the Internet instructions printed on your proxy card or (iii) appearing at the extraordinary general meeting and voting in person. If no instructions are indicated on your signed proxy card, your shares will be voted “FOR” the authorization and approval of the Merger Agreement and the Cayman Plan of Merger and “FOR” adjournment of the extraordinary general meeting, if necessary as determined by the chairman, to solicit additional proxies.

3

If your ordinary shares of HLSS are held in “street name” by your broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote your ordinary shares of HLSS using the instructions provided by your broker, bank or other nominee.

Revocability of Proxy (Page [●])

If you hold your shares in your name as a shareholder of record, you have the right to change or revoke your proxy at any time before the vote taken at the extraordinary general meeting by:

Ownership of Ordinary Shares of HLSS by Directors and Executive Officers (Page [●])

As of [●], 2015, the record date for the extraordinary general meeting, our directors and executive officers beneficially owned, and had the right to vote, in the aggregate, [●] ordinary shares of HLSS, which represented approximately [●]% of the outstanding ordinary shares of HLSS as of such date. Our current directors and executive officers have informed us that they intend to vote all their ordinary shares of HLSS “FOR” the approval of the Merger Agreement and the Cayman Plan of Merger, and “FOR” the adjournment of the extraordinary general meeting, if necessary as determined by the chairman, to solicit additional proxies.

Reasons for the Merger; Recommendation of Our Board of Directors (Page [●])

After careful consideration, our board of directors, by unanimous vote, approved and declared advisable the execution, delivery and performance of the Merger Agreement and the Cayman Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger, and determined that entering into the Merger Agreement and the Cayman Plan of Merger and consummating the Merger, are fair to, and in the best interests of, the Company and its shareholders. Accordingly, our board of directors recommends that you vote “FOR” the special resolution to authorize and approve the Merger Agreement and the Cayman Plan of Merger, and “FOR” the ordinary resolution to adjourn the extraordinary general meeting, if necessary as determined by the chairman, to solicit additional proxies.

For a discussion of the material factors considered by our board of directors in reaching its conclusions, see the section of this proxy statement entitled “Proposal 1: Approval of the Merger Agreement and the Cayman Plan of Merger — Reasons for the Merger; Recommendation of Our Board of Directors.”

Interests of Certain Persons in the Merger (Page [●])

Although there are no compensation arrangements that are contingent upon the consummation of the Merger, our executive officers may be entitled to receive severance benefits and cash retention bonuses in connection with the Asset Sale. Our board of directors was aware of these arrangements and considered them, among other matters, in unanimously approving and declaring advisable the execution, delivery and performance of the Merger Agreement, the Cayman Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger, and determining that entering into the Merger Agreement and the Cayman Plan of Merger and consummating the Merger, are fair to, and in the best interests of, HLSS and its shareholders, and in making its recommendation that HLSS’s shareholders authorize and approve the Merger Agreement and the Cayman Plan of Merger.

Financing of the Merger (Page [●])

The obligations of NRZ under the Merger Agreement are not subject to a condition regarding NRZ’s or Merger Sub’s obtaining funds to consummate the Merger and the other transactions contemplated by the Merger Agreement.

Governmental and Regulatory Approvals (Page [●])

The Merger is not subject to the filing of any notification and report forms with the Federal Trade Commission (referred to in this proxy statement as the “FTC”) or the Antitrust Division of the Department of Justice (referred to in this proxy statement as the “DOJ”).

4

Although neither HLSS nor NRZ is required to file any notification and report forms in connection with the Merger, we cannot assure you that an antitrust or other regulatory challenge to the Merger will not be made.

Material U.S. Federal Income Tax Considerations (Page [●])

The receipt of cash in exchange for our ordinary shares pursuant to the Merger generally will be a taxable transaction for U.S. federal income tax purposes to U.S. Holders (as defined in “Proposal 1: Approval of the Merger Agreement and the Cayman Plan of Merger — Material U.S. Federal Income Tax Considerations”). Since we believe that we are and at least one of our former subsidiaries was a passive foreign investment company (referred to in this proxy statement as a “PFIC”) for U.S. federal income tax purposes, special rules will apply to you with respect to the receipt of cash in exchange for our ordinary shares pursuant to the Merger. For a more detailed discussion of the U.S. federal income tax consequences of the Merger, see the section of this proxy statement entitled “Proposal 1: Approval of the Merger Agreement and the Cayman Plan of Merger — Material U.S. Federal Income Tax Considerations.” The tax consequences of the Merger to you, however, will depend on your particular circumstances, and you are urged to consult your own tax advisor to determine the tax consequences to you of the Merger based on your particular circumstances.

Certain Material Cayman Islands Tax Consequences (Page [●])

It is the responsibility of all shareholders to inform themselves as to any tax consequences from their investment in the shares of HLSS and HLSS’s operations or management, as well as any foreign exchange or other fiscal or legal restrictions, which are relevant to their particular circumstances in connection with the disposition of the shares in HLSS. Investors should therefore seek their own separate tax advice in relation to their holding and disposition of the shares in HLSS and accordingly HLSS does not accept any responsibility for the taxation consequences of any investment into HLSS or any disposition of the shares by a shareholder.

There is, at present, no direct taxation in the Cayman Islands and interest, dividends and gains payable to HLSS will be received free of all Cayman Islands taxes. HLSS is registered as an “exempted company” pursuant to the Companies Law (as amended). HLSS has received an undertaking from the Governor in Cabinet of the Cayman Islands to the effect that, for a period of twenty years from the date of the undertaking, no law that thereafter is enacted in the Cayman Islands imposing any tax or duty to be levied on profits, income, gains or appreciation shall apply to HLSS or its operations and in addition, no tax to be levied on profits, income, gains or appreciation or which is in the nature of estate duty or inheritance tax shall be payable on or in respect of the shares, debentures or other obligations of HLSS.

Conditions to the Completion of the Merger (Page [●])

Conditions to Each Party’s Obligations. The obligations of NRZ, Merger Sub and HLSS to effect the Merger are subject to the satisfaction or waiver of certain conditions, including:

Conditions to NRZ’s and Merger Sub’s Obligations. NRZ’s and Merger Sub’s obligations to effect the Merger are subject to additional conditions, including, among other things:

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Conditions to the Company’s Obligations. The Company’s obligations to effect the Merger are subject to additional conditions, including, among other things:

Termination of the Merger Agreement (Page [●])

The Company and NRZ may agree to terminate the Merger Agreement without completing the Merger at any time, even after the Company’s shareholders have authorized and approved the Merger Agreement. The Merger Agreement may also be terminated in certain other circumstances, including:

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Procedure for Receiving the Merger Consideration (Page [●])

As promptly as reasonably practicable and in any event within three business days after the effective time of the Merger, a paying agent designated by NRZ (and reasonably acceptable to the Company) will mail a letter of transmittal and instructions to all Company shareholders of record whose shares are converted into the right to receive the Merger Consideration. The letter of transmittal and instructions will tell you how to exchange your ordinary shares of HLSS for the Merger Consideration, without interest. The paying agent will provide shareholders with the consideration due pursuant to the Merger Agreement as soon as practicable in accordance with the instructions set forth in the letter of transmittal.

Dissenters’ Rights (Page [●] and Annex F)

Under Cayman Islands law, if the Merger is completed, holders of ordinary shares of HLSS who provided written objection to the Merger before the taking of the vote at the extraordinary general meeting to authorize and approve the Merger Agreement will have the right to be paid the fair value of their ordinary shares of HLSS as ultimately determined by the Grand Court of the Cayman Islands, but only if they comply with all requirements of Cayman Islands law (including Section 238 of the Cayman Companies Law, the text of which is attached as Annex F to, and the terms of which are summarized in, this proxy statement). This fair value amount could be more than, the same as or less than the Merger Consideration payable pursuant to the terms of the Merger Agreement. Any holder of ordinary shares of HLSS intending to perfect its Dissenters’ Rights (as defined in the section of this proxy statement entitled “Dissenting Shareholder Rights Under Cayman Companies Law”) must, among other things, submit a written notice of objection to the Merger to the Company prior to the vote of shareholders on the authorization and approval of the Merger Agreement and the Cayman Plan of Merger. Your failure to follow exactly the procedures specified under Cayman Islands law will result in the loss of your Dissenters’ Rights. This proxy statement constitutes our notice to our shareholders of the availability of Dissenters’ Rights in connection with the Merger. If your shares are held through a broker, bank or nominee, please contact them to arrange for the shares to be transferred to you as the holder of record, as only a holder of record can dissent (and can only dissent in respect of all, and not part, of such holder’s shares).

Market Price of Ordinary Shares of HLSS (Page [●])

Prior to April 29, 2015, our ordinary shares were listed on Nasdaq under the trading symbol “HLSS.” On April 29, 2015, ordinary shares of HLSS were delisted from Nasdaq pursuant to Nasdaq Listing Qualifications Staff’s discretionary authority under Listing Rule 5101, and our ordinary shares began being quoted on the OTC Pink Marketplace under the symbol “HLSSF.” The closing sale price of our ordinary shares on Nasdaq on April 2, 2015, the last trading day prior to announcement of the execution of the Merger Agreement, was $17.32 per share. On [●], 2015, which is the most recent practicable date prior to the date of this proxy statement, the closing sale price of our ordinary shares was $[●] per share, which price reflects the effect of the Liquidating Distribution of approximately $1.2 billion, or $16.613 per share, that the Company paid on April 27, 2015 to holders of record of ordinary shares at the close of business on April 20, 2015.

Litigation Relating to the Merger (Page [●])

In connection with the Initial Merger Agreement, a purported shareholder filed on March 11, 2015 a derivative lawsuit on behalf of HLSS, in the Circuit Court of the 15^th Judicial Circuit in and for Palm Beach County, Florida, captioned Rattner v. Van Vlack, et al., Case No. 2015CA002833. The complaint names as defendants five directors of HLSS, including John P. Van Vlack, Robert J. McGinnis, Kerry Kennedy, Richard J. Lochrie and David B. Reiner, as well as NRZ and Merger Sub. It is possible that other related suits could subsequently be filed.

The complaint, which was filed prior to the announcement of the Merger Agreement, alleges that the Initial Merger Agreement resulted from a flawed and rushed process that benefited NRZ and the directors but was harmful to HLSS. The complaint further alleges that the Initial Merger Agreement was agreed to only ten days after the directors learned that a large shareholder, Mangrove Partners Master Fund Ltd., had submitted a slate of candidates to replace the entire board at the upcoming shareholders’ meeting. The complaint alleges that the directors breached their fiduciary duties by entering into the Initial Merger Agreement in an attempt to avoid a proxy fight. Moreover, the complaint alleges that the directors engaged in self-dealing and/or improperly obtained benefits for themselves not shared equally by HLSS in connection with the Initial Merger Agreement. Additionally, the complaint alleges that HLSS was undervalued in the Initial Merger Agreement. The plaintiff claims that the stock price was only temporarily depressed due to issues relating to Ocwen Financial Corporation. In addition, the plaintiff alleges that the directors breached their fiduciary duties by agreeing to preclusive deal protection devices, including a no-solicitation provision, an information rights provision, a matching rights period and a termination fee. The plaintiff alleges that the directors breached their fiduciary duties of due care, diligence, loyalty, honesty and good faith under Cayman Islands law and that NRZ and Merger Sub aided and abetted the directors’ purported breach of fiduciary duties. The complaint seeks to enjoin the now-terminated Initial Merger Agreement or, in the alternative, damages.

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Treatment of HLSS Share Options

Because any outstanding options to purchase ordinary shares of HLSS were cancelled in connection with the Asset Sale, the Merger Agreement does not otherwise contemplate the treatment of such options.

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QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions you may have regarding the extraordinary general meeting, the Merger Agreement and the proposed Merger. These questions and answers may not address all questions that may be important to you as a shareholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement and its annexes, which you should read carefully. See the section of this proxy statement entitled “Where You Can Find More Information.”

See the section of this proxy statement entitled “Proposal 1: Approval of the Merger Agreement and the Cayman Plan of Merger — Material U.S. Federal Income Tax Considerations” for a discussion of the tax consequences of the Merger. You should consult your own tax advisor for a full understanding of how the Merger will affect your federal, state, local and foreign taxes.

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If you hold shares in “street name” through a broker, bank or other shareholder of record exercising fiduciary powers that holds securities of record in nominee name or otherwise, you may vote those shares in person at the meeting only if you obtain and bring with you a signed proxy from the necessary nominees giving you the right to vote the shares. To do this, you should contact your broker, bank or other nominee.

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If your ordinary shares of HLSS are held in “street name” by your broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote your ordinary shares of HLSS using the instructions provided by your broker, bank or other nominee. If your ordinary shares of HLSS are held in “street name” and you do not provide your broker, bank or other nominee with instructions, your ordinary shares of HLSS will not be voted but that will have no effect on the outcome of any vote to authorize and approve the Merger Agreement and the Cayman Plan of Merger or to adjourn the extraordinary general meeting.

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Call Collect: (212) 750-5833

Toll Free: (888) 750-5834

Email to: info@innisfreeman.com

Address: 501 Madison Avenue, New York, NY 10022

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement, and the documents to which we refer you in this proxy statement, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking statements include, among others, information concerning the possible or assumed future results of operations of the Company, the expected completion and timing of the Merger and other information relating to the Merger. There are forward-looking statements throughout this proxy statement, including, without limitation, under the headings “Proxy Statement Summary,” “Questions and Answers about the Extraordinary General Meeting and the Merger,” “Proposal 1: Approval of the Merger Agreement and the Cayman Plan of Merger” and “Proposal 1: Approval of the Merger Agreement and the Cayman Plan of Merger — Governmental and Regulatory Approvals.” These forward-looking statements include declarations regarding our management’s beliefs and current expectations. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “might,” “should,” “could,” “would,” “intend,” “consider,” “expect,” “foresee,” “plan,” “anticipate,” “believe,” “estimate,” “predict” or “continue” or the negative of such terms or other comparable terminology. Such statements are not guarantees of future performance as they are subject to certain assumptions, inherent risks and uncertainties in predicting future results and conditions that could cause the actual results to differ materially from those projected in these forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to, the following:

All forward-looking statements contained in this proxy statement are subject to certain risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results, performance or achievements could differ materially from those expressed in, or implied by, any such forward-looking statements. Important factors that could cause or contribute to such difference include those risks specific to our business detailed within this report and our other reports and filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2014 (the “2014 Form 10-K”) filed with the SEC. We undertake no obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise. You should carefully consider the risk factors described under the heading “Risk Factors” within our 2014 Form 10-K, Part I, Item 1A. We operate in a continually changing business environment, and new risk factors emerge from time to time. We cannot predict these new risk factors, nor can we assess the impact, if any, of the new risk factors on our business or the extent to which any factor or combination of factors may cause actual results or outcomes to differ materially from those expressed or implied by any forward-looking statement. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this proxy statement might not occur.

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THE PARTIES TO THE MERGER

Home Loan Servicing Solutions, Ltd.

c/o Intertrust Corporate Services (Cayman) Limited

190 Elgin Avenue

George Town, Grand Cayman KY1-9005

Cayman Islands

(345) 945-3727

HLSS, a Cayman Islands exempted company, no longer conducts the business activities described in HLSS’s historical filings with the SEC, and, pursuant to the Plan of Liquidation, (i) has ceased HLSS’s business activities other than such activities that are necessary to carry out the provisions of the Plan of Liquidation, (ii) is paying or making adequate provision for operating expenses expected to be incurred through the completion of the Plan of Liquidation and (iii) declared and paid the April 27 Liquidating Distribution on April 27, 2015 to holders of record of ordinary shares of HLSS at the close of business on April 20, 2015. HLSS’s principal executive offices are located in the Cayman Islands.

For more information about us, please visit our website http://www.hlss.com. Our website address is provided as an inactive textual reference only. The information provided on our website is not part of this proxy statement, and therefore is not incorporated by reference. See also the section of this proxy statement entitled “Where You Can Find More Information.” Prior to April 29, 2015, ordinary shares of HLSS were listed on Nasdaq under the trading symbol “HLSS.” On April 29, 2015, our ordinary shares began being quoted on the OTC Pink Marketplace under the symbol “HLSSF.”

New Residential Investment Corp.

New Residential Investment Corp.

c/o FIG LLC

1345 Avenue of the Americas

New York, NY 10105

(212) 479-1522

NRZ (NYSE: NRZ), a Delaware corporation, is a publicly traded real estate investment trust primarily focused on opportunistically investing in, and actively managing, investments related to residential real estate. NRZ was formed as a wholly owned subsidiary of Newcastle Investment Corp. in September 2011 and was spun-off from Newcastle Investment Corp. on May 15, 2013. NRZ is externally managed and advised by an affiliate of Fortress Investment Group LLC pursuant to a management agreement.

Hexagon Merger Sub, Ltd.

New Residential Investment Corp.

c/o FIG LLC

1345 Avenue of the Americas

New York, NY 10105

(212) 479-1522

Hexagon Merger Sub, Ltd. is a Cayman Islands exempted company and a wholly owned subsidiary of NRZ. It was formed solely for the purpose of effecting the Merger and the transactions contemplated by the Merger Agreement, and it has not engaged in any other business.

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THE EXTRAORDINARY GENERAL MEETING

Date, Time, Place and Purpose of the Extraordinary General Meeting

This proxy statement is being furnished to our shareholders as part of the solicitation of proxies by our board of directors for use at the extraordinary general meeting to be held at the offices of Intertrust Corporate Services (Cayman) Limited located at 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands at [●] EST on [●], 2015, or at any postponement or adjournment thereof. The purpose of the extraordinary general meeting is for our shareholders to consider and vote upon a proposal to authorize and approve the Merger Agreement and the Cayman Plan of Merger (and to approve the adjournment of the extraordinary general meeting, if necessary as determined by the chairman, to solicit additional proxies if there are insufficient votes at the time of the extraordinary general meeting to approve the Merger Agreement). Holders of two-thirds or more of the HLSS ordinary shares entitled to vote on the matter and present and voting in person or by proxy at the close of business on the record date must vote to authorize and approve the Merger Agreement and the Cayman Plan of Merger in order for the Merger to occur. A copy of the Merger Agreement is attached as Annex A to this proxy statement and the Cayman Plan of Merger attached thereto as Appendix 1.

Board of Directors Recommendation

After careful consideration, our board of directors, by unanimous vote, approved and declared advisable the execution, delivery and performance of the Merger Agreement and the Cayman Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger, and determined that entering into the Merger Agreement and the Cayman Plan of Merger and consummating the Merger, are fair to, and in the best interests of, the Company and its shareholders. Accordingly, our board of directors recommends that you vote “FOR” the special resolution to authorize and approve the Merger Agreement and the Cayman Plan of Merger and “FOR” the ordinary resolution to adjourn the extraordinary general meeting, if necessary as determined by the chairman, to solicit additional proxies. For a discussion of the material factors considered by our board of directors in reaching its conclusions, see the section of this proxy statement entitled “Proposal 1: Approval of the Merger Agreement and the Cayman Plan of Merger — Reasons for the Merger; Recommendation of Our Board of Directors.”

Record Date and Quorum

We have fixed the close of business on [●], 2015 as the record date for the extraordinary general meeting, and only holders of record of ordinary shares of HLSS on the record date are entitled to vote at the extraordinary general meeting. As of the close of business on the record date for the extraordinary general meeting, there were 71,016,771 ordinary shares of HLSS entitled to be voted at the extraordinary general meeting. Each ordinary share of HLSS outstanding on the record date entitles its holder to one vote on all matters properly coming before the extraordinary general meeting.

The presence at the extraordinary general meeting in person or by proxy of the holders of a majority of HLSS’s ordinary shares entitled to vote at the extraordinary general meeting as of the close of business on the record date will constitute a quorum for purposes of considering the proposals at the general meeting. Ordinary shares of HLSS represented at the extraordinary general meeting but not voted, including ordinary shares of HLSS for which we have received proxies indicating that the submitting shareholders have abstained and broker non-votes will be treated as present at the extraordinary general meeting for purposes of determining the presence or absence of a quorum for the transaction of all business but will otherwise have no effect on the proposals at the extraordinary general meeting. A broker non-vote occurs on an item when a broker is not permitted to vote on that item without instructions from the beneficial owner of the shares, and no instructions are given.

Vote Required for Approval

The approval of the Merger Agreement and the Cayman Plan of Merger requires the affirmative vote (in person or by proxy) of the holders of two-thirds or more of the HLSS ordinary shares entitled to vote on the matter and present and voting in person or by proxy at the extraordinary general meeting at the close of business on the record date. For the proposal to authorize and approve the Merger Agreement and the Cayman Plan of Merger, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will not be counted as votes cast or shares voting on the proposal to authorize and approve the Merger Agreement and the Cayman Plan of Merger, but will count for the purpose of determining whether a quorum is present.

Brokers, banks or other nominees who hold ordinary shares of HLSS in “street name” for customers who are the beneficial owners of such shares may not give a proxy to vote those customers’ shares in the absence of specific instructions from those customers. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of votes considered to be present at the extraordinary general meeting for purposes of determining whether a quorum is present but will not otherwise affect the outcome of the vote regarding the approval of the Merger Agreement and the Cayman Plan of Merger.

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Approval of any proposal to adjourn the extraordinary general meeting, if necessary as determined by the chairman, for the purpose of soliciting additional proxies requires the affirmative vote of the holders of a majority of HLSS’s ordinary shares entitled to vote on the matter and present and voting in person or represented by proxy at the extraordinary general meeting. A failure to vote your ordinary shares of HLSS or a broker non-vote will otherwise have no effect on the outcome of any vote to adjourn the extraordinary general meeting. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of votes considered to be present at the extraordinary general meeting for purposes of determining whether a quorum is present but will otherwise have no effect on the outcome of any vote to adjourn the extraordinary general meeting.

As of [●], 2015, the record date for the extraordinary general meeting, our current directors and executive officers beneficially owned, and had the right to vote, in the aggregate, [●] ordinary shares of HLSS, which represented approximately [●]% of the outstanding ordinary shares of HLSS. Our current directors and executive officers have informed us that they intend to vote all of their ordinary shares of HLSS “FOR” the approval of the Merger Agreement and the Cayman Plan of Merger and “FOR” the adjournment of the extraordinary general meeting, if necessary as determined by the chairman, to solicit additional proxies.

Proxies and Revocation

In order for your ordinary shares of HLSS to be included in the vote, if you are a shareholder of record, you must either have your shares voted by returning the enclosed proxy card or by authorizing your proxy or voting instructions via the Internet or voting in person at the extraordinary general meeting.

Record holders may vote or cause their ordinary shares of HLSS to be voted by proxy using one of the following methods:

If no instructions are indicated on your signed proxy card, your shares will be voted “FOR” the approval of the Merger Agreement and the Cayman Plan of Merger and “FOR” adjournment of the extraordinary general meeting, if necessary as determined by the chairman, to solicit additional proxies if there are insufficient votes at the time of the extraordinary general meeting to authorize and approve the Merger Agreement and the Cayman Plan of Merger.

If your ordinary shares of HLSS are held in “street name” by your broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote your ordinary shares of HLSS using the instructions provided by your broker, bank or other nominee.

WHETHER OR NOT YOU PLAN TO ATTEND THE EXTRAORDINARY GENERAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING REPLY ENVELOPE, OR SUBMIT YOUR PROXY VIA THE INTERNET. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON.

If you submit a proxy via the Internet or by returning a signed proxy card by mail, your shares will be voted at the extraordinary general meeting as you indicate on your proxy card or by such other method. If you sign your proxy card without indicating your vote, your shares will be voted “FOR” the approval of the Merger Agreement and the Cayman Plan of Merger and “FOR” the adjournment of the extraordinary general meeting, if necessary as determined by the chairman, to solicit additional proxies.

If you abstain, your ordinary shares of HLSS will be treated as present at the extraordinary general meeting for purposes of determining the presence or absence of a quorum for the transaction of business; however, your shares will not be counted as votes cast or shares voting on the proposals.

If your ordinary shares of HLSS are held in “street name,” you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares voted. If you do not instruct your broker, bank or other nominee to vote your shares, broker non-votes will otherwise have no effect on the proposal to authorize and approve the Merger Agreement and the Cayman Plan of Merger.

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Proxies received at any time before the extraordinary general meeting, and not revoked or superseded before being voted, will be voted at the extraordinary general meeting. If you hold your shares in your name as a shareholder of record, you have the right to change or revoke your proxy at any time before the vote taken at the extraordinary general meeting by:

If you hold your shares through a broker, bank or other nominee, you have the right to change or revoke your proxy at any time before the vote taken at the extraordinary general meeting by following the directions received from your broker, bank or other nominee to change or revoke those instructions.

Adjournments and Postponements

Although it is not currently expected, the extraordinary general meeting may be adjourned for the purpose of soliciting additional proxies. Any adjournment may be made without notice, other than by an announcement made at the extraordinary general meeting of the time, date and place of the adjourned meeting; provided that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting in accordance with the Amended and Restated Memorandum and Articles of Association of the Company (referred to in this proxy statement as the “Articles”) will be given to each shareholder of record entitled to notice of and to vote at the meeting. Holders of a majority of HLSS’s ordinary shares entitled to vote on the matter and present and voting in person or represented by proxy at the extraordinary general meeting may adjourn the extraordinary general meeting. Any signed proxies received by us in which no voting instructions are provided on the matter will be voted “FOR” an adjournment of the extraordinary general meeting, if necessary as determined by the chairman, to solicit additional proxies. Any adjournment of the extraordinary general meeting for the purpose of soliciting additional proxies will allow our shareholders who have already sent in their proxies to revoke them at any time prior to their use at the extraordinary general meeting as adjourned. With the prior written consent of NRZ, our board of directors may (on not more than one occasion) change, postpone or adjourn the date for which the general meeting is scheduled at any time prior to the general meeting, if the Company in good faith believes that such change, postponement or adjournment would reasonably be expected to increase the likelihood of obtaining the requisite approval from Company shareholders.

Rights of Shareholders Who Dissent From the Merger

Shareholders are entitled to Dissenters’ Rights under Cayman Islands law in connection with the Merger. This means that you are entitled to be paid the fair value of your ordinary shares of HLSS as ultimately determined by the Grand Court of the Cayman Islands in a judicial proceeding in accordance with Cayman Islands law and to receive payment based on that determination. The ultimate amount you receive as a dissenting shareholder in such dissenting shareholder proceeding may be more than, the same as or less than the amount you would have received under the Merger Agreement.

To perfect your Dissenters’ Rights, you must submit a written objection to the Merger to us before the vote is taken on the Merger Agreement and the Cayman Plan of Merger at the extraordinary general meeting. Your failure to follow exactly the procedures specified under Cayman Islands law will result in the loss of your Dissenters’ Rights. See the section of this proxy statement entitled “Dissenting Shareholder Rights Under Cayman Companies Law” and the text of the Cayman Islands law dissenting rights statute, Section 238 of the Cayman Islands Companies Law, reproduced in its entirety as Annex F to this proxy statement. This proxy statement constitutes our notice to our shareholders of the availability of Dissenters’ Rights in connection with the Merger.

Solicitation of Proxies

This proxy solicitation is being made and paid for by us on behalf of our board of directors. In addition, we have engaged Innisfree to assist in the solicitation of proxies for the extraordinary general meeting, and we estimate that we will pay Innisfree a fee of approximately $35,000. We also have agreed to reimburse Innisfree for out-of-pocket expenses and to indemnify them against certain losses arising out of their proxy solicitation services. Our directors, officers and employees may also solicit proxies by personal interview, mail, e-mail, telephone, facsimile or other means of communication. These persons will not be paid additional compensation for their efforts. We will also request brokers, banks and other nominees to forward proxy solicitation material to the beneficial owners of ordinary shares of HLSS that the brokers, banks and nominees hold of record. Upon request, we will reimburse them for their reasonable out-of-pocket expenses related to forwarding the material.

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Questions and Additional Information

If you have more questions about the Merger, need assistance in submitting your proxy or voting your shares, or need additional copies of the proxy statement or the enclosed proxy card, you should contact Innisfree, our proxy solicitor:

Call Collect: (212) 750-5833

Toll Free: (888) 750-5834

Email to: info@innisfreeman.com

Address: 501 Madison Avenue, New York, NY 10022

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PROPOSAL 1

APPROVAL OF THE MERGER AGREEMENT AND THE CAYMAN PLAN OF MERGER

Background of the Merger

Since HLSS’s initial public offering in March 2012, the board of directors and management of HLSS have regularly considered various strategic opportunities to maximize shareholder value. As part of its ongoing evaluation of HLSS’s long-term strategy and prospects, the board of directors and management of HLSS have regularly reviewed and assessed HLSS’s business objectives as well as HLSS’s competitive position and industry trends, and have considered various strategic options potentially available to the Company, with the goal of maintaining an appropriate risk profile and maximizing value for HLSS’s shareholders. These discussions have addressed key factors affecting the business of the Company including, among other things, the availability of assets, the availability and cost of capital and financing and the impact of the regulatory and competitive environment for mortgage servicing, as well as strategic alternatives such as potential acquisitions, dispositions, strategic partnerships and other business combinations.

HLSS’s primary business activities consisted of the acquisition and financing of rights to mortgage servicing rights, including servicing fees and servicer advances. All of the rights to mortgage servicing rights acquired by HLSS were purchased from Ocwen Loan Servicing, LLC (referred to in this proxy statement as “Ocwen Servicing”), a wholly owned subsidiary of Ocwen Financial Corporation (referred to in this proxy statement, together with its subsidiaries, as “Ocwen”). Ocwen Servicing serviced all of the mortgage loans related to such rights to mortgage servicing rights. HLSS, through its wholly owned subsidiaries, entered into various revolving servicer advance financing facilities to finance its acquisition of servicer advances from Ocwen Servicing.

On October 21, 2014, as part of its ongoing investigation of Ocwen, the New York State Department of Financial Services (referred to in this proxy statement as the “NY DFS”) sent a public letter (referred to in this proxy statement as the “October NY DFS Letter”) to Ocwen alleging material deficiencies in Ocwen’s servicing systems and processes, including Ocwen’s backdating of an unknown number of letters to borrowers. In addition, the October NY DFS Letter questioned Ocwen’s ability to properly service loans, alleging that Ocwen has not resolved the issues nearly a year after their initial discovery, as well as failing to act with the proper urgency to the problem. As of October 21, 2014, Ocwen serviced 98% of HLSS’s residential mortgage assets.

On the same day and after the release of the October NY DFS Letter, various ratings agencies downgraded HLSS’s and Ocwen’s corporate credit ratings as follows: (i) Moody’s Investors Service (referred to in this proxy statement as “Moody’s”) downgraded HLSS’s Corporate Family Rating from Ba3 to B2, (ii) Moody’s downgraded HLSS’s senior secured credit facility from Ba3 to B2, (iii) Standard & Poor’s Rating Services (referred to in this proxy statement as “S&P”) downgraded Ocwen from B+ to B with a negative outlook, (iv) Moody’s downgraded Ocwen’s Corporate Family Rating from B1 to B2, (v) Moody’s downgraded Ocwen’s senior secured credit facility rating from B1 to B2 and (vi) Moody’s downgraded Ocwen’s senior unsecured debt rating from B2 to B3. Between October 21, 2014 and October 31, 2014, various analysts lowered their ratings and share price targets for HLSS, citing the increased risk to HLSS’s revenue and assets given HLSS’s ties to the servicing relationship with Ocwen, the various ratings agency downgrades of HLSS and Ocwen and the higher risk regulatory environment. HLSS’s share price fell from $21.82 at market close on October 20, 2014 to $18.90 at market close on October 22, 2014. A decrease in ratings generally results in an increased cost of capital.

On October 28, 2014, S&P lowered its prime, subprime, special and subordinate-lien residential servicer rankings on Ocwen from “Above Average” to “Average” with a negative outlook. Under the terms of the Sixth Amended and Restated Indenture, dated as of January 17, 2014, by and among HLSS Servicer Advance Receivables Trust (referred to in this proxy statement as the “HSART Trust”), as issuer, Deutsche Bank National Trust Company (referred to in this proxy statement as the “Indenture Trustee”), HLSS Holdings, LLC, a wholly owned subsidiary of HLSS (referred to in this proxy statement as “HLSS Holdings”), as administrator and as servicer, Ocwen Servicing, as a subservicer and as servicer, and Barclays Bank PLC, as administrative agent, Wells Fargo Securities, LLC, as administrative agent, and Credit Suisse AG, New York Branch, as administrative agent, and any indenture supplements, amendments and ancillary agreements and documentation thereto (referred to in this proxy statement as the “HSART Facility”), and the Third Amended and Restated Indenture, dated as of January 19, 2015, by and among HLSS Servicer Advance Receivables Trust II, as issuer, the Indenture Trustee, HLSS Holdings, as administrator and as servicer, Ocwen Servicing, as a subservicer and as servicer and Barclays Bank PLC, as administrative agent, and any indenture supplements, amendments and ancillary agreements and documentation thereto (referred to in this proxy statement as the “HSART II Facility”), a 5.00% advance rate reduction would have then occurred immediately upon Ocwen Servicing’s S&P subprime servicer rating being reduced below “Average.” As of October 28, 2014, a 5.00% advance rate reduction would have resulted in HLSS having to immediately fund an additional $315 million to meet cash calls (referred to in this proxy statement as a “Facility Cash Call”). Failure to fund the Facility Cash Call by the next payment date would cause a default in the HSART Facility and the HSART II Facility and result in an inability to purchase new advances from Ocwen Servicing, which, in turn, could trigger defaults in the underlying residential mortgage loan servicing agreements (referred to

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in this proxy statement as “PSAs”) if Ocwen Servicing were to fail to fund advances thereunder when required. As of October 28, 2014, HLSS did not have sufficient cash on hand to fund a potential Facility Cash Call. HLSS commenced immediate contingency planning to address a potential Facility Cash Call.

On October 31, 2014, HLSS’s management updated HLSS’s board of directors on the October NY DFS Letter, the potential impact of an advance rate reduction and management’s contingency planning for a Facility Cash Call. Representatives of HLSS’s management informed HLSS’s board of directors that HLSS had begun negotiations with Barclays Bank PLC, Wells Fargo Bank, N.A. and Credit Suisse AG, Cayman Islands Branch (collectively referred to in this proxy statement as the “VFN Lenders”) for amendments to the variable funding notes (referred to in this proxy statement as the “Variable Funding Notes”) issued under the HSART Facility and with Barclays Bank PLC for amendments to the HSART II Facility. HLSS’s management expected that such amendments could address approximately $100 million of the Facility Cash Call funding requirement by eliminating the 5.00% advance rate reduction associated with the potential reduction in S&P’s subprime servicer rating of Ocwen Servicing on the Variable Funding Notes. Consent from the holders of all, or a significant portion of, the HSART Term Notes (defined below) would have been required in order to effect the necessary amendments and HLSS was advised by the VFN Lenders that it would be unlikely to be able to amend the term notes issued under the HSART Facility on terms HLSS would consider reasonable under the circumstances. Consent from holders of the HSART Term Notes had never before been obtained for an amendment under the HSART Facility and HLSS was not aware of term noteholder consent ever being obtained in similar advance financing facilities in the market.

On December 3 and December 4, 2014, HLSS’s board of directors met for its quarterly board meeting. Representatives of HLSS’s management informed HLSS’s board of directors that the impact of Ocwen’s regulatory challenges on HLSS’s ability to access the capital markets and the cost of any such financing required HLSS to retain additional cash to offset a potential loss of borrowing capacity. Representatives of HLSS’s management discussed with HLSS’s board of directors that HLSS’s access to advance financing previously had been through rated securitization markets; however, S&P, the only rating agency that had been actively rating servicer advance facility debt, had stopped rating new term notes in April of 2014 and HLSS’s ability to access the equity markets was materially constrained. HLSS’s management further noted that S&P had published its new servicer advance ratings methodology in October 2014 and that HLSS expected to be able to issue new rated fixed rate notes in January 2015. HLSS’s management explained to HLSS’s board of directors that HLSS would need additional borrowing capacity in order to refinance the $600 million 1-year Series 2014-T1 term notes issued under the HSART Facility, which would begin amortizing on January 15, 2015 (referred to in this proxy statement as the “Series 2014-T1 Term Notes”). HLSS’s management further explained that HLSS planned to issue over $1 billion aggregate principal amount of rated term notes in the first quarter of 2015. Representatives of HLSS’s management and HLSS’s board of directors also discussed HLSS’s progress in relation to arranging financing in the event of the need to finance a Facility Cash Call, as well as the negative impact of Ocwen’s regulatory developments on HLSS’s equity yield. As of December 4, 2014, the yield on HLSS’s equity was approximately 11.2%.

On December 5, 2014, HLSS announced that it had entered into amendment agreements with each of the VFN Lenders to modify the Variable Funding Notes to avoid, subject to certain conditions, a Facility Cash Call upon a further downgrade of Ocwen Servicing’s servicer rating by S&P so long as HLSS remained able to make the Facility Cash Call payment that remained applicable to the term notes (referred to in this proxy statement as the “HSART Term Notes”) issued by the HSART Trust.

On December 22, 2014, Ocwen announced that it had reached a settlement agreement with the NY DFS related to investigations of Ocwen’s mortgage servicing practices in the state of New York (referred to in this proxy statement as the “DFS Consent Order”). The DFS Consent Order contained monetary and non-monetary provisions, including a civil monetary penalty of $100 million to be paid by Ocwen to the NY DFS by December 31, 2014 and $50 million to be paid by Ocwen as restitution to certain current and former New York borrowers. Ocwen also agreed to non-monetary settlement provisions relating to New York borrower assistance measures, a monitor-led oversight of Ocwen’s operations and interactions with related parties (including HLSS) and certain corporate governance measures. The DFS Consent Order provided that acquisitions of mortgage servicing rights would be subject to Ocwen meeting specified benchmarks as well as obtaining the approval of the NY DFS. As part of the DFS Consent Order, HLSS founder William C. Erbey agreed to step down from his positions as Non-Executive Chairman of HLSS and as Executive Chairman of Ocwen, each resignation effective January 16, 2015.

On January 5, 2015, S&P informed representatives of HLSS’s management that S&P would not be in a position to rate a new issuance of notes in time to refinance the Series 2014-T-1 Term Notes. As a result, HLSS’s management considered the potential impact on HLSS’s future financing if the Series 2014-T1 Term Notes operated in targeted amortization. HLSS began negotiations with the VFN Lenders to seek additional borrowing capacity on the Variable Funding Notes.

On January 8, 2015, HLSS was advised by Ocwen that the California Department of Business Oversight (referred to in this proxy statement as the “CA DBO”) had, on October 3, 2014, filed an accusation in support of its notice of intent to suspend Ocwen’s residential mortgage lender and loan servicer license. HLSS determined that approximately 22% of the value of the loans underlying its portfolio of the rights to receive the servicing fees (referred to in this proxy statement as “Rights to MSRs”) were in respect of properties located in California and that substantially all of its PSAs contain California loans. Subsequently, there were various reports in the financial press with respect to an administrative action against Ocwen that was instituted by the CA DBO. The disclosure of further adverse regulatory action against Ocwen by the CA DBO shortly after the DFS Consent Order seemed to have a substantial

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impact on the market perception and credibility of Ocwen and its related counterparties, including HLSS. HLSS’s share price fell from $17.58 at market close on January 8, 2015 to $12.95 at market close on January 13, 2015, and on January 14, 2015, Moody’s downgraded HLSS’s credit rating to B3/Negative.

On January 15, 2015, HLSS entered into amendment agreements with each of the VFN Lenders. Each amendment agreement increased the maximum principal balance of the applicable series of the Variable Funding Notes by $100 million for a three-month period. The $300 million aggregate increase in borrowing capacity was utilized, in part, to fund the $600 million redemption of the Series 2014-T1 Term Notes. In consideration of these amendments, HLSS agreed to a 2.00% advance rate reduction in respect of the Variable Funding Notes, which, combined with the shift of borrowing from the $600 million Series 2014-T1 Term Notes (after giving effect to the redemption of the Series 2014-T1 Term Notes) to Variable Funding Notes, reduced HLSS’s cash balance by approximately $100 million.

On January 16, 2015, HLSS’s board of directors met to review recent developments. Representatives of HLSS’s management updated the members of HLSS’s board of directors on the administrative action instituted by the CA DBO against Ocwen and the impact that Ocwen’s various regulatory issues was having on HLSS and its business. In addition, HLSS’s management presented an update on HLSS’s financing and liquidity considerations. HLSS’s management noted that HLSS’s liquidity would remain constrained until S&P began to rate new servicer advance facility notes. HLSS’s management informed HLSS’s board of directors that, as a result of these constraints, HLSS had been forced to reevaluate its ability to proceed with certain growth opportunities outside of HLSS’s existing core business. In light of the foregoing considerations, HLSS’s board of directors authorized HLSS’s management to engage a financial and legal advisor to explore various business and strategic alternatives potentially available to HLSS. Also at the meeting, HLSS’s board of directors authorized HLSS’s management to retain Weil, Gotshal & Manges LLP (referred to in this proxy statement as “Weil”) to act as legal advisor to HLSS.

On January 19, 2015, in light of recent liquidity considerations, HLSS amended the HSART II Facility to, among other things, extend the expected repayment date of the HSART II Facility from February 13, 2015 to December 3, 2015 and incorporate additional designated servicing agreements as collateral.

On January 22, 2015, two representatives from HLSS’s board of directors had a meeting with two senior executives of NRZ where the idea of a strategic transaction involving NRZ acquiring HLSS was discussed between the parties.

On January 23, 2015, counsel to BlueMountain Capital Management, LLC (referred to in this proxy statement as “BlueMountain”), which represented that it was the investment manager of funds that held certain Series 2012-T2 and Series 2013-T3 notes issued under the HSART Facility, sent a letter (referred to in this proxy statement as the “BlueMountain Letter”) to HLSS Holdings, the HSART Trust, Ocwen Servicing and the Indenture Trustee, asserting alleged Events of Default under the HSART Facility (as defined therein). BlueMountain stated that it had taken a short position on behalf of certain funds in the stock of HLSS and in the stock of Ocwen. The BlueMountain Letter asserted (i) that Ocwen Servicing was in material breach of covenants to comply with applicable laws and requisite servicing obligations, (ii) that Ocwen Servicing was in breach of a warranty in Ocwen Servicing’s senior secured term loan facility resulting in a cross-default under the HSART Facility and (iii) the failure of the “Collateral Test,” which measures whether the HSART Term Notes and Variable Funding Notes under the HSART Facility are adequately collateralized. The occurrence of an Event of Default would trigger the accrual of a default fee in respect of the HSART Term Notes and Variable Funding Notes under the HSART Facility at a rate of 3.00% annum, which would equate to approximately $157 million of additional expense per year based on outstanding borrowing as of that date. In addition, an Event of Default would have resulted in a facility early amortization event in respect of the HSART Term Notes and Variable Funding Notes under the HSART Facility. A facility early amortization event would have immediately resulted in HLSS’s inability to finance additional advances under the HSART Facility and, therefore, negatively impacted HLSS’s ability to purchase advances from Ocwen, as contractually required and would have put at risk all or part of the $691 million of HLSS’s equity in the HSART Facility. Principal and interest advances were due on 424 PSAs on this day and it was not clear until later in the day that the HSART Facility would be allowed to revolve and that HLSS would meet its funding obligations to Ocwen that day.

On the same day, Ocwen announced that it had reached a settlement with the CA DBO in relation to the administrative action instituted against it on October 3, 2014. Also on the same day, counsel to bond investors purportedly representing 25% of the total voting rights in 119 residential mortgage backed securities trusts serviced by Ocwen issued a press release regarding notices of nonperformance provided to various trustees in relation to Ocwen’s servicing practices under those residential mortgage backed securities trusts (referred to in this proxy statement as the “RMBS Notices”). HLSS owned Rights to MRSs in respect of 90 of such 119 residential mortgage backed securities trusts. If proven, these allegations could have ultimately resulted in servicing being transferred away from Ocwen without input from HLSS and with no certainty regarding compensation to HLSS.

Over the course of the next week, HLSS’s share price fell from $15.35 at market close on January 22, 2015 to $12.06 at market close on January 30, 2015.

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Subsequent to the January 16, 2015 meeting of HLSS’s board of directors, meetings and telephone conversations were held by representatives of HLSS’s management and the Chairman of HLSS’s board of directors with four potential financial advisors, and on January 24, 2015, a determination was made to engage Citigroup Global Markets Inc. (referred to in this proxy statement as “Citi”) as HLSS’s financial advisor in connection with the exploration by the board of directors of various business and strategic alternatives potentially available to HLSS. The decision was based on several factors, including Citi’s familiarity with HLSS, its role as an advisor to HLSS in connection with its initial public offering, its strong credentials within the mortgage sector, its familiarity with the relevant issues that were impacting HLSS at the time and the fact that it was not a lender to HLSS.

On January 26, 2015, HLSS Holdings sent a letter to the Indenture Trustee in response to the allegations contained in the BlueMountain Letter and indicated that HLSS intended to vigorously defend itself against the claims asserted by BlueMountain. On the same day, counsel to Ocwen sent a letter to the Indenture Trustee asserting that no Events of Default under the HSART Facility had occurred. Notwithstanding the sending of such letters, there was no immediate clarity as to how the Indenture Trustee would respond and the ultimate potential impact on the HSART Trust.

On the same day, HLSS’s board of directors held a meeting at which representatives of HLSS’s management updated HLSS’s board of directors on the allegations contained in the BlueMountain Letter and the responses to those allegations. HLSS’s board of directors discussed the liquidity and financing risks that HLSS was facing in light of recent events. HLSS’s management informed HLSS’s board of directors that the sale of HLSS’s portfolio of re-performing loans would be effected on an expedited basis to increase HLSS’s near term liquidity, and that HLSS’s management was working to secure back-up financing for the HSART Facility. HLSS’s management informed HLSS’s board of directors that back-up financing was necessary due to the risk that the Indenture Trustee or administrative agents operating the HSART Facility might refuse to provide new advances while the default allegations were being investigated. Should this occur, HLSS would lose access to the funding necessary for HLSS to fund its purchases of servicer advances from Ocwen Servicing.

On January 28, 2015, the Indenture Trustee sent a notice to holders of HSART Term Notes and the Variable Funding Notes under the HSART Facility attaching the BlueMountain Letter, the response letters of HLSS and Ocwen to the BlueMountain Letter and the RMBS Notices. The Indenture Trustee also provided notice that it had engaged legal counsel to review the allegations contained in the BlueMountain Letter and the RMBS Notices.

On the same day, the chairman of HLSS’s board of directors received a telephone call from a representative of senior management of NRZ in which NRZ suggested that HLSS and NRZ should discuss a potential strategic transaction.

On January 29, 2015, Moody’s downgraded Ocwen’s servicer quality assessment from SQ3+ to SQ3- as a primary servicer of subprime residential loans and as a special servicer of residential mortgage loans, citing heightened regulatory scrutiny and legal developments. This downgrade constituted a “Termination Event” under the various sale supplements to the Master Servicing Rights Purchase Agreement, dated as of October 1, 2012, among HLSS, HLSS Holdings and Ocwen Servicing (referred to in this proxy statement as the “MSRPA”) and the various Sale Supplements thereto (referred to in this proxy statement as the “Sale Supplements”), entitling HLSS to direct Ocwen Servicing to use commercially reasonable efforts to transfer the servicing rights relating to any affected PSA to a third party servicer identified by HLSS, to the extent all required third party consents to the transfer of such servicing rights relating to any such PSA can be obtained.

On the same day, the first of three putative class action lawsuits was filed against HLSS and certain of its current and former officers and directors in the United States District Court for the Southern District of New York. These three lawsuits were captioned (i) Oliveira v. Home Loan Servicing Solutions, Ltd., et al., No. 15-CV-652 (S.D.N.Y.); (ii) Berglan v. Home Loan Servicing Solutions, Ltd., et al., No. 15-CV-947 (S.D.N.Y.); and (iii) W. Palm Beach Police Pension Fund v. Home Loan Servicing Solutions, Ltd., et al., No. 15-CV-1063 (S.D.N.Y.). These lawsuits were consolidated into a single action on April 2, 2015. The consolidated lawsuit alleges HLSS violated federal securities laws based on certain public disclosures made by HLSS that purportedly misled investors by failing to disclose, among other things, the extent of HLSS’s dependence on Ocwen, information regarding governmental investigations of Ocwen’s business practices and HLSS’s own purportedly inadequate internal controls, and seeks to recover certain losses alleged by investors.

During the afternoon of January 29, 2015, HLSS’s board of directors held a meeting at which members of HLSS’s management and Weil were present. At the meeting, representatives of HLSS’s management updated HLSS’s board of directors on the class action lawsuit that had been recently filed as well as further updates with respect to the allegations contained in the BlueMountain Letter and other regulatory issues with respect to Ocwen and the continued impact such issues were having on the financial performance of HLSS. HLSS’s management informed HLSS’s board of directors that, as a result of recent developments, HLSS’s financing costs would likely increase and that HLSS’s risk profile had changed in the eyes of the market. HLSS’s management also updated HLSS’s board of directors on its efforts to secure back-up financing for the HSART Facility. HLSS’s board of directors was informed that HLSS had received an inquiry from NRZ and also from a potential buyer that we refer to as Company A. HLSS’s board

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of directors discussed with representatives of HLSS’s management the various risks facing HLSS and the strategic alternatives potentially available to HLSS for managing such risks, and authorized HLSS to enter into confidentiality agreements (which included customary standstill provisions) with each of NRZ and Company A, as well as other parties that might express an interest in exploring a potential transaction with HLSS and which HLSS’s management believed were capable of executing such a strategic transaction.

On January 30, 2015, NRZ and its external manager executed a customary confidentiality agreement with HLSS. Later that day, representatives of Citi had an initial call with representatives of a financial advisor to Ocwen to discuss the challenges which HLSS and Ocwen were facing as a result of the regulatory and other issues at Ocwen. During this call, the possibility of a potential transaction between HLSS and Ocwen was raised by Ocwen. On the same day, representatives of HLSS’s management had an initial discussion with Company A regarding a possible sale to Company A of HLSS’s mortgage servicing portfolio and related assets as well as the potential for Company A to act as a back-up servicer to Ocwen, and Company A signed a customary confidentiality agreement with HLSS. Also on the same day, a representative of HLSS’s management received a telephone call from a potential buyer, which we refer to as Company B, expressing interest in exploring a transaction involving HLSS, Ocwen and Altisource.

On January 31, 2015, HLSS met with NRZ to discuss a potential transaction in more detail. That evening, HLSS met with Company B, and Company B executed a customary confidentiality agreement with HLSS (which included a customary standstill provision).

On February 1, 2015, representatives of Citi contacted Ocwen’s financial advisor to schedule a meeting to continue the discussion regarding a potential transaction. Ocwen’s financial advisor indicated that it was still familiarizing itself with Ocwen’s business and current circumstances. Representatives of Citi noted that HLSS was actively exploring strategic alternatives with multiple parties on an expedited basis.

On February 2, 2015, representatives of HLSS’s management had a call with Mangrove Partners Master Fund Ltd. (referred to in this proxy statement as “Mangrove Partners”), a shareholder of HLSS, regarding Mangrove Partners’ plan to send a letter to HLSS’s board of directors regarding steps that Mangrove Partners recommended be taken by HLSS with respect to its business and governance. Later that day, HLSS’s board of directors received a letter from Mangrove Partners stating its belief that it was imperative for HLSS to exercise its contractual right to terminate its relationship with Ocwen without delay.

On February 3, 2015, representatives of Citi and HLSS met with NRZ to further discuss a potential transaction between HLSS and NRZ. Later that day, NRZ submitted an indication of interest to acquire 100% of the outstanding common shares of HLSS for $16.00 to $18.00 per share in cash. NRZ’s proposal was not subject to any financing contingencies and proposed an expedited timeline to complete due diligence and negotiate a definitive agreement.

On February 4, 2015, Fitch Ratings Inc. downgraded Ocwen’s residential primary servicer rating for subprime products from “RPS3” to “RPS4,” noting that Ocwen “continued to perform servicing functions at a proficient level.” However, Ocwen’s servicer ratings had fallen below the minimum criteria in a significant percentage of its private label securities agreements. This downgrade resulted in an additional optional “Termination Event” under the Sale Supplements entitling HLSS to direct Ocwen Servicing to use commercially reasonable efforts to transfer the servicing rights relating to any affected PSA to a third party servicer identified by HLSS, to the extent all required third party consents to the transfer of such servicing rights relating to any such PSA can be obtained.

On the same day, NRZ was granted access to an online data room containing non-public information about HLSS. Later that day, HLSS’s board of directors held a meeting at which representatives of HLSS’s management, Citi and Weil were present. At the meeting, HLSS’s management provided an update on recent developments affecting HLSS, including the letter from Mangrove Partners and HLSS’s proposed response. HLSS’s management and HLSS’s board of directors discussed the further ratings downgrades of Ocwen’s servicer ratings, the resulting impact on HLSS’s relationship with Ocwen and the market’s reaction to those downgrades. HLSS’s management updated HLSS’s board of directors on the proposal received from NRZ and indicated that further discussions with Company A and Company B had taken place. HLSS’s management and HLSS’s board of directors then discussed the viability of maintaining HLSS’s current business model on a standalone basis in light of the risks it faced. In particular, HLSS’s management noted that delays by S&P in rating additional servicer advance financing debt had created strain on HLSS’s liquidity and that HLSS was finding it challenging to arrange contingent financing with reduced exposure to Ocwen’s regulatory and liquidity constraints. HLSS’s management also noted that as a consequence of the reduction in its share price, HLSS’s implied yield on equity had increased and, as a result, it was anticipated that HLSS would find it difficult to deploy cash available for reinvestment to acquire new assets that would meet or exceed such yield and that would have a risk profile similar to HLSS’s existing core assets.

Representatives of HLSS’s management and HLSS’s board of directors then discussed the benefits of a strategic transaction with an organization with both financing credibility and the capacity to provide back-up servicing in the event that any circumstance were to arise which would impact Ocwen’s servicing ability. Representatives of HLSS’s management noted that any forced transfer of servicing away from Ocwen could result in a significant impairment of HLSS’s assets and that HLSS would focus on ensuring the security of financing and preserving the value of HLSS’s assets.

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Representatives of Citi presented HLSS’s board of directors with an analysis of the proposal from NRZ. Representatives of Citi also reviewed various other potential strategic alternatives available to HLSS, including a sale of assets to Company A, a cash or equity transaction between HLSS and Ocwen, a multi-party transaction involving Company B and maintaining the status quo as a standalone company, and the potential risks associated with each strategic alternative. As part of this discussion, representatives of Citi reviewed with HLSS’s board of directors a preliminary valuation analysis of HLSS. Representatives of Citi noted that, in their view, the proposal from NRZ was all cash, had the highest degree of certainty and likelihood of proceeding on an expedited basis and that NRZ was far more advanced in pursuing a potential transaction with HLSS than the other potential acquirors. At the meeting, representatives of Cayman Islands counsel to HLSS, Walkers (referred to in this proxy statement as “Walkers”), reviewed with HLSS’s board of directors its fiduciary duties, including the legal standards applicable in connection with a sale of HLSS. At the conclusion of the discussion, HLSS’s board of directors determined that, in light of the recent developments with respect to Ocwen and the risk of imminent additional events that could result in further negative impact upon HLSS, continuing to explore strategic alternatives and conduct negotiations on an expedited basis would be in the best interest of HLSS and its shareholders. HLSS’s board of directors instructed Citi and HLSS’s management to convey HLSS’s timing considerations to all interested parties.

Later that day, HLSS received a proposal for a standby servicer advance facility from one of the lenders in the HSART Facility that was sized to replace up to $2.9 billion of the outstanding HSART Term Notes. This proposal included a significant upfront fee payable by HLSS and non-use fees that would be payable even if the capacity remained undrawn. On a drawn basis, the effective cost financing was estimated to be approximately LIBOR + 500 basis points annually which would have been significantly more costly to HLSS than HLSS’s then-existing arrangements. This offer was conditioned upon HLSS suspending its dividend.

On February 5, 2015, Ocwen publicly announced that it had hired financial advisors to pursue strategic alternatives and expected to record a loss for the fourth quarter of 2014 and for the full calendar year of 2014. Continued losses in future quarters could potentially result in Ocwen breaching financial covenants, which potentially could lead to (i) servicing being transferred away from Ocwen without input from HLSS and with no certainty of compensation to HLSS and (ii) certain Events of Default and/or amortization events under the HSART Facility and HSART II Facility.

On the same day, HLSS’s management sent a letter to Mangrove Partners indicating that it would not be appropriate for HLSS to disclose its strategic initiatives and views on asset valuation on a selective basis and noted its disagreement with Mangrove Partners’ claims as set forth in its letter dated February 2, 2015. Later that evening, Skadden, Arps, Slate, Meagher & Flom LLP (referred to in this proxy statement as “Skadden”), counsel to NRZ, sent Weil an initial draft merger agreement.

On February 6, 2015, Company B was granted access to the online data room and representatives of Citi informed representatives of Company B that HLSS was in the process of exploring strategic alternatives with multiple parties on an expedited timeline.

On February 7, 2015, representatives of Citi initiated a call with a potential buyer, which we refer to as Company C, to provide background on HLSS’s circumstances and discuss the specifics of a potential transaction with HLSS.

On February 8, 2015, Company C executed a confidentiality agreement with HLSS. On the same day, representatives of Citi contacted representatives of Ocwen’s financial advisor to discuss the potential options for a transaction between HLSS and Ocwen. Ocwen’s financial advisor stated that Ocwen lacked access to sufficient financing to make an all cash offer to acquire HLSS. Ocwen’s financial advisor further noted that a stock transaction would have been extremely dilutive for Ocwen’s shareholders given the relative exchange ratio as implied by each company’s share price at the time.

On February 9, 2015, HLSS received another letter from Mangrove Partners reiterating its belief that there had been multiple termination events under the MSRPA and Sale Supplements and that failure of HLSS to terminate its relationship with Ocwen by forcing a transfer of the servicing rights away from Ocwen constituted a breach of fiduciary duties by HLSS’s board of directors. In addition, Mangrove Partners indicated that unless HLSS announced that it has entered into definitive agreements to transfer servicing rights away from Ocwen, it intended to nominate a slate of directors for election to HLSS’s board of directors in order to protect HLSS shareholders’ interests. Mangrove Partners then issued a press release and publicly disclosed the letter.

On the same day, HLSS’s management had an initial call with Company C to discuss a potential transaction, which was proposed to include an injection of capital into HLSS and/or provision of a back-up financing facility for the benefit of HLSS or standby servicing. In addition, representatives of Citi had an initial discussion with another potential buyer, which we refer to as Company D, regarding a potential transaction between HLSS and Company D. Later that day, Weil sent to Skadden a revised draft of the proposed merger agreement.

On February 10, 2015, HLSS’s board of directors held a meeting at which representatives of HLSS’s management, Citi and Weil were present. At that meeting, HLSS’s management discussed recent developments including the publicly filed letter from Mangrove Partners and the related Schedule 14A filed by Mangrove Partners with the SEC on February 12, 2015 with respect to the

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nomination of a slate of directors, as well as a letter received from Kingstown Capital Management, LP (referred to in this proxy statement as “Kingstown Capital”), a purported significant shareholder of each of HLSS and Ocwen. Representatives of HLSS’s management noted that Kingstown Capital had expressed a preference that HLSS maintain its current business strategy and seek to preserve its relationship with Ocwen. Kingstown Capital also indicated that it planned to actively oppose any sale of HLSS to a third party effected with the intent of transferring subservicing away from Ocwen. Representatives of HLSS’s management also briefed HLSS’s board of directors on considerations relating to security of financing under the HSART Facility, the HSART II Facility, the impact of a potential Facility Cash Call and the status of the sale of HLSS’s portfolio of re-performing loans.

Representatives of Citi and HLSS’s management then discussed and reviewed with HLSS’s board of directors the status of NRZ’s proposal and the potential strategic alternatives with Ocwen, Company A, Company B, Company C and Company D, and maintaining the status quo. In particular, representatives of HLSS’s management and Citi noted that (i) with respect to Ocwen, any potential transaction would likely have to be structured as a stock-for-stock transaction, which would not alleviate HLSS’s concerns with respect to Ocwen’s regulatory issues and would require HLSS shareholders to accept significant additional Ocwen related risk and (ii) significant progress was being made with NRZ in terms of negotiating acceptable transaction terms. HLSS’s board of directors discussed the importance of expediency in the pursuit of strategic alternatives in light of recent events with Ocwen and the resulting uncertainty and liquidity risks, while at the same time considering the risks and benefits of maintaining the status quo as an independent company or pursuing a transaction with other potential buyers. HLSS’s board of directors discussed and considered various issues, including cost and security of financing, the long term viability of operating HLSS’s business with a higher cost of capital and the importance of acting on an expedited basis to preserve the value of HLSS’s assets. HLSS’s board of directors was briefed on the terms in the proposed merger agreement with NRZ, including the ability of HLSS to consider other unsolicited proposals and to accept a superior offer should one be received prior to obtaining shareholder approval of a merger with NRZ. HLSS’s board of directors authorized HLSS’s management, Citi and Weil to continue to negotiate with NRZ on an expedited timeline but to seek more favorable terms for HLSS with respect to the outstanding issues, while at the same time encouraging the other potential buyers to submit a proposal within the next few days.

On the same day, representatives of Citi had a call with Company C to continue to discuss a potential transaction between HLSS and Company C, which potential acquiror reinforced its ability to provide support to HLSS through back-up financing and standby servicing.

On February 11, 2015, representatives of Citi contacted representatives of Ocwen and each of Company A, Company B, Company C and Company D to request that proposals for a potential transaction with HLSS be submitted promptly.

On February 12, 2015, the Indenture Trustee informed HLSS of its intention to pursue an adjudication process relating to the allegations contained in the BlueMountain Letter and to withhold from distribution and/or deposit with a court certain excess funds that would otherwise be distributable to HLSS’s wholly owned subsidiary, HLSS Servicer Advance Facility Transferor, LLC (referred to in this proxy statement as the “HSART Depositor”), the depositor to the HSART Trust, which would trigger the accrual of a default fee in respect of the HSART Term Notes and the Variable Funding Notes under the HSART Facility at a rate of 3.00% per annum should the adjudication be unfavorable to HLSS or, if such adjudication were decided in HLSS’s favor, would result in a return of this additional reserve to HLSS.

On February 13, 2015, Ocwen submitted an indicative proposal for the acquisition of 100% of HLSS’s outstanding common shares for 0.9x to 1.1x book value, with consideration to be comprised primarily of Ocwen common stock with the potential for some cash consideration and with a proposed timeline of 30 days to announce a transaction. Based on HLSS’s approximate book value of $18.18 per share as of December 31, 2014, this proposal implied a range of $16.36 per share to $20.00 per share; however, it was unclear how the exchange ratio for the Ocwen common stock would be determined or how the market would react to such a transaction. Company C also submitted an indicative proposal to HLSS’s management to be a back-up or standby servicer for Ocwen in exchange for a portion of HLSS’s servicing fees and a transfer of a substantial portion of the PSAs currently serviced by Ocwen Servicing to Company C’s servicing operation. On the same day, representatives of Citi had a call with Company A to discuss Company A’s verbal indicative proposal for the cash acquisition of HLSS’s Rights to MSRs and associated servicing advances at a value approximating the book value of such assets. Later that day, Company B submitted a verbal indicative proposal for the acquisition of 100% of HLSS’s outstanding common shares also at a value approximating HLSS’s December 31, 2014 book value, and representatives of Citi subsequently sent to Company B an initial draft merger agreement. Company D did not submit an indicative proposal.

On February 14, 2015, HLSS’s board of directors held a meeting at which representatives of HLSS’s management, Citi and Weil were present. At the meeting, representatives of HLSS’s management updated HLSS’s board of directors on recent events, including negotiations with the Indenture Trustee. Representatives of HLSS’s management and Citi then reviewed with HLSS’s board of directors the risks that HLSS faced in light of recent events with respect to Ocwen and HLSS, including the risk of servicing being transferred away from Ocwen with no certainty of compensation to HLSS and potential negative impact on HLSS’s financial

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performance, operating results, availability of financing, liquidity and share price resulting from (i) the potential failure to favorably resolve alleged events of default by BlueMountain, (ii) the significant increase in market spreads on advances serviced by Ocwen as a result of recent events, (iii) recent events such as Ocwen’s settlement with the NY DFS, (iv) recent regulatory-related actions relating to Ocwen which had led to the allegations contained in the BlueMountain Letter and the RMBS Notices and (v) other recent events with respect to Ocwen which had had a negative impact on HLSS’s share price due to HLSS’s relationship with Ocwen.

Representatives of HLSS’s management and Citi then updated HLSS’s board of directors with respect to the conversations that they had with each of the potential buyers and discussed with HLSS’s board of directors the indicative proposals that had been received. In particular, HLSS’s management and Citi noted that (i) with respect to Company A, the proposed asset acquisition structure was not optimal given that a servicing transfer could take considerable time and, during this potentially prolonged wind-down period, HLSS would incur significant operating expense, and further, such proposal would result in unattractive valuation, (ii) with respect to Company B, although the verbal indicative proposal of approximately $18.18 per share was in the same price range as NRZ’s proposal, Company B’s proposal was subject to due diligence that Company B anticipated would take a period of approximately 30 days to complete, and such due diligence period could cause HLSS to risk losing the proposed transaction to NRZ, which was proceeding on an expedited timeline, and Company B also did not submit a response to the draft merger agreement, (iii) with respect to Company C, although back-up servicing from a strong counterparty was attractive, Company C did not have a track record servicing non-agency loans like those in the HLSS portfolio, and the risks associated with the forced transfer of a substantial portion of HLSS’s servicing away from Ocwen made Company C’s offer less attractive, (iv) with respect to Company D, Citi had been informed that Company D was not planning to submit an indicative proposal within the proposed timeframe and (v) with respect to Ocwen, an all-stock offer did not adequately address HLSS’s concerns with respect to HLSS’s exposure to Ocwen’s risks and it was unclear whether such a transaction would restore either HLSS’s or Ocwen’s access to sufficient capital on reasonable terms.

Representatives of HLSS’s management, Weil and Citi then discussed NRZ’s proposal in further detail with HLSS’s board of directors. In particular, representatives of HLSS’s management, Weil and Citi noted that NRZ’s proposal provided increased deal certainty since there was no financing contingency and, although still under negotiation, NRZ had largely accepted HLSS’s key merger agreement requirements. At the conclusion of the meeting, HLSS’s board of directors authorized HLSS’s management, Citi and Weil to seek more favorable terms for HLSS with respect to the outstanding issues, while continuing discussions with the other potential buyers.

Later that day, Company B submitted a written indicative proposal reinforcing and expanding on its verbal proposal made on February 13, 2015 for the acquisition of 100% of HLSS’s outstanding common shares at book value, financed with 100% cash, at a price of $18.25 per share, with a potential upside to $22.00 per share if a transaction with Ocwen could also be consummated, but Company B did not submit a response to the draft merger agreement. Company B also indicated that it would not accept certain of the key merger agreement terms requested by HLSS, including the favorable definition of “Company Material Adverse Effect” that had been accepted by NRZ.

Between February 14, 2015 and February 16, 2015, representatives of HLSS’s management, Citi and Weil and representatives of NRZ’s management and financial and legal advisors continued negotiating the outstanding terms of the transaction, and exchanged drafts of the merger agreement. On February 15, 2015, HLSS’s board of directors held a meeting at which representatives of HLSS’s management, Weil, Walkers and Citi were present. At the meeting, a representative of Walkers reviewed with HLSS’s board of directors its fiduciary duties, including the legal standards applicable to its decisions with respect to a potential sale of HLSS.

On February 16, 2015, HLSS’s board of directors held a meeting at which representatives of HLSS’s management, Citi and Weil were present. Representatives of Citi reviewed with HLSS’s board of directors a preliminary valuation analysis of HLSS and representatives of HLSS’s management and Weil updated HLSS’s board of directors on the negotiations with NRZ.

On February 17, 2015, HLSS Holdings and the HSART Depositor entered into an agreement with the Indenture Trustee. Pursuant to the agreement, the parties agreed, among other things, that during the term of the agreement, the Indenture Trustee will not commence a judicial proceeding to seek judicial guidance regarding the allegations contained in the BlueMountain Letter (which the Indenture Trustee indicated it likely would do in the absence of the agreement), and HLSS Holdings and the HSART Depositor agreed to allow the Indenture Trustee to withhold certain excess funds that would otherwise be distributable to the HSART Depositor in an amount up to the Interest Accrual Differential (as defined in the agreement) for the related interest accrual period under the HSART Facility.

On February 19, 2015, Company A submitted an indicative proposal to HLSS’s management reinforcing and expanding on its verbal proposal on February 13, 2015 for the acquisition of all of the Rights to MSRs at book value. Company A proposed that the purchase price be paid and that the asset transfers occur in six equal quarterly installments over a period of 18 months at a price of 37.4 basis points (0.374%), calculated based upon the unpaid principal balance of the related mortgage loans underlying the Rights to

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MSRs each time the servicing of such mortgage loans is transferred. At the time of such asset transfer, Company A intended to purchase the related outstanding servicing advances at par. Company A also required up to 60 days to complete diligence, receive internal approvals and negotiate and sign the sale agreement. The ultimate proceeds expected to be received from Company A would depend on a number of factors, including the conditional prepayment rate in respect of the Rights to MSRs and the reduction in advance balances during the acquisition period. Further, HLSS would continue to face financing risk and pay operating expenses during the potentially extended wind-down period.

On February 20, 2015, counsel to BlueMountain sent another letter asserting additional alleged Events of Default under the HSART Facility.

On the same day, HLSS received a second proposal for a standby servicer advance facility from a VFN Lender under the HSART Facility. The proposal was sized to potentially amend or refinance all $2.9 billion of the HSART Term Notes. This proposal included a significant upfront fee payable by HLSS, success fees for term note amendments and various facility fees if the back-up financing was drawn. The estimated annual cost of the back-up financing as drawn was stated as a range of LIBOR + 650 to LIBOR + 900 basis points, depending on market execution levels. This would have been significantly more costly to HLSS than HLSS’s then-existing arrangements. In addition, this offer, as well as the first back up financing offer that HLSS received on February 4, 2015, was conditioned upon HLSS suspending its dividend. Finally, this offer would have resulted in refinancing all long term debt as short term debt.

On the same day, HLSS’s board of directors held a meeting at which representatives of HLSS’s management, Citi, Weil and Walkers were present. At the meeting, representatives of Walkers reviewed the fiduciary duties of HLSS’s board of directors, including the legal standards applicable to its decisions with respect to a potential sale of HLSS. Representatives of Weil then provided an overview of the key terms of the revised merger agreement that had been negotiated with NRZ. Representatives of Citi then made a presentation with respect to the proposed offer from NRZ of $18.25 per share in cash and rendered its oral opinion, which opinion was subsequently confirmed in a written opinion dated February 22, 2015, to HLSS’s board of directors to the effect that, as of February 20, 2015 and based upon and subject to the qualifications, limitations and assumptions stated in its written opinion, the consideration to be received by the holders of ordinary shares of HLSS in the Initial Merger was fair, from a financial point of view, to such shareholders. HLSS’s board of directors unanimously approved the execution, delivery, and performance of the Initial Merger Agreement and the Cayman Plan of Merger, and on the morning of February 22, 2015, the parties executed and delivered the Initial Merger Agreement and NRZ and HLSS subsequently issued a joint press release announcing the transaction, including the Initial Merger. The Initial Merger Agreement contained a provision that would have allowed NRZ to terminate the Initial Merger Agreement in the event that HLSS were to receive a “going concern” qualification from its auditors with respect to its fiscal year ended December 31, 2014 (referred to in this proxy statement as a “Going Concern Qualification”). Upon the parties’ entry into the Initial Merger Agreement, the standstill provisions contained in each confidentiality agreement entered into by HLSS in connection the proposed transactions immediately fell away.

On March 3, 2015, HLSS filed a Form 12b-25 with the SEC, stating that HLSS required additional time to complete the 2014 Form 10-K in order to complete an assessment of recent events related to HLSS’s business and determine the impact on HLSS’s financial statements and related disclosures. In this filing, HLSS also stated that it expected to file the 2014 Form 10-K within the 15 day extension period under Rule 12b-25(b)(ii) of the Exchange Act or by March 17, 2015.

On March 18, 2015, HLSS filed a Current Report on Form 8-K with the SEC that disclosed that HLSS would need additional time to complete the 2014 Form 10-K to prepare information relating to its ability to operate as a going concern and to provide such information to its auditors for the purposes of their audit of HLSS’s financial statements for the year ended December 31, 2014. Also on March 18, 2015, HLSS received notification from Nasdaq stating that HLSS was no longer in compliance with Nasdaq Listing Rule 5250(c)(1) for continued listing due to HLSS not having timely filed the 2014 Form 10-K, and HLSS was given until May 18, 2015 to submit a plan to regain compliance.

HLSS’s management continued its efforts to prepare information relating to its ability to operate as a going concern so as to enable it to resolve issues preventing it from filing the 2014 Form 10-K with an unqualified audit opinion and on completing the transactions contemplated by the Initial Merger Agreement. The receipt by HLSS of an audit report that included a Going Concern Qualification would have resulted in a default by HLSS under its senior secured term loan facility and as a consequence, would have further resulted in an Event of Default under the HSART Facility and the HSART II Facility, and also would have enabled NRZ to terminate the Initial Merger Agreement. As part of the audit process, HLSS’s management continued to work on a plan to avoid receiving a Going Concern Qualification that, in addition to working towards the consummation of the Initial Merger, included, among other things, negotiating certain commitments from various lenders for replacement advance financing and selling its entire portfolio of re-performing loans and concurrently repaying the related borrowings in full.

As HLSS’s audit process continued, HLSS and its representatives began discussing with NRZ and its representatives whether an alternative transaction could be structured, if needed, to avoid receipt of a Going Concern Qualification. HLSS also indicated that the termination of the Initial Merger Agreement, in the absence of an alternative transaction, would increase the likelihood that it

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would receive a Going Concern Qualification. HLSS and its representatives discussed with NRZ and its representatives the potential material adverse effects of receiving a Going Concern Qualification in connection with the audit of its 2014 financial statements, including an event of default under both the senior secured term loan facility and HLSS’s mortgage loan repurchase facility, each of which would, independently, cause an event of default and amortization under HLSS’s advance financing facilities. NRZ and HLSS, together with their respective legal and financial advisors, began to analyze and discuss a number of alternative transactions that could potentially be consummated in lieu of the Initial Merger Agreement. One of the alternative transactions discussed by the parties included the sale of substantially all of HLSS’s assets to NRZ.

During late March 2015, HLSS and NRZ, together with their respective advisors, engaged in extensive discussions and negotiations regarding a potential sale of substantially all of HLSS’s assets to NRZ in lieu of the Initial Merger, and began to prepare the necessary documents to implement such a transaction.

On March 19, 2015, the HLSS board of directors held a meeting at which representatives of HLSS’s management, Citi and Weil were present. Representatives of HLSS’s management discussed with HLSS’s board of directors the Form 8-K filed by HLSS on March 18, 2015 indicating that it required additional time to prepare information related to its ability to operate as a going concern for the purposes of HLSS’s financial statements audit for the year ended December 31, 2014. In light of this filing, representatives of HLSS’s management and representatives of Citi and Weil discussed the rationale for considering a sale of substantially all of HLSS’s assets to NRZ in lieu of the Initial Merger, including that the sale of HLSS’s assets continued to be in the best interests of HLSS and its shareholders and that such a sale would likely alleviate allow HLSS to avoid receiving a Going Concern Qualification. Representatives of Weil and Citi discussed the differences between a sale of substantially all of HLSS’s assets and the merger of HLSS into a subsidiary of NRZ, including that pursuant to Cayman Islands law and absent any other required regulatory approvals, an agreement contemplating the sale of substantially all of HLSS’s assets could be entered into and consummated concurrently. HLSS’s board of directors discussed the transactions contemplated under an asset sale and directed its representatives to commence discussions and negotiations with NRZ and its representatives regarding the terms and conditions of an asset sale.

On March 23, 2015, HLSS received a subpoena from the SEC requesting that it provide information concerning communications between HLSS and certain investment advisors and hedge funds. The SEC also requested, among other things, documents relating to HLSS’s structure, certain governance documents and any investigations or complaints connected to trading in HLSS’s securities.

During the period from March 19 to April 2, 2015, representatives of HLSS, including its management and Citi, continued discussions and negotiations with NRZ and its representatives regarding the terms and conditions of the Asset Sale, and the parties exchanged drafts of agreements in connection therewith. During those discussions, HLSS both internally with its advisors and externally with NRZ and its advisors, began to explore alternatives for HLSS after the Asset Sale was effected. After extensive discussion and negotiation, NRZ and HLSS preliminarily agreed to a structure whereby HLSS would, following the Asset Sale, enter into a merger agreement with a wholly owned subsidiary of NRZ. In connection with its review of the proposed merger, HLSS took into consideration (among other things) that following the Asset Sale, (i) HLSS would no longer be engaged in any business other than wind-down activities, (ii) HLSS would, absent the merger, be required to continue as an independent company and remain subject to various reporting obligations which could be costly and (iii) the merger would provide a means for HLSS shareholders to promptly receive consideration for their shares which would be at least equal to if not more than the assets that HLSS would hold following the Asset Sale, rather than awaiting a liquidating distribution of less cash from the wound-down HLSS entity in the absence of the Merger (see also the factors described in the section of this proxy statement entitled “Proposal 1: Approval of the Merger Agreement and the Cayman Plan of Merger — Reasons for the Merger; Recommendation of HLSS’s Board of Directors”).

On April 2, 2015, the HLSS board of directors held a meeting at which representatives of HLSS’s management, Citi, Weil and Walkers were present. Representatives of Weil updated HLSS’s board on discussions between HLSS, NRZ and their respective representatives regarding the potential sale of substantially all of HLSS’s assets to NRZ. Representatives of Weil then provided an overview of the key terms of the various agreements that had been negotiated with NRZ and its representatives in connection with such sale, including, among other things, the terms and conditions of the Purchase Agreement providing for the Asset Sale. Representatives of Weil and Citi noted to HLSS’s board that the Asset Sale would not be subject to any financing contingencies, would close immediately upon signing, without any requirement for HLSS or NRZ shareholder approval and would be conditioned on the termination of the Initial Merger Agreement. HLSS’s board then discussed the manner and timing in which the proceeds from the Asset Sale would be distributed to HLSS’s shareholders, including that HLSS would seek to sell the NRZ Shares received as consideration in the Asset Sale via an underwritten public offering as soon as practicable following the Asset Sale and distribute the cash proceeds from such public offering, together with HLSS’s remaining cash and the cash consideration received by HLSS in the Asset Sale, less the Cash Reserve of $50 million, to its shareholders as soon as practicable following the Asset Sale and in accordance with the Plan of Liquidation. Representatives of Weil then noted to HLSS’s board that immediately following the Asset Sale, HLSS and a wholly owned subsidiary of NRZ would enter into the Merger Agreement. At the closing of the Merger, shareholders of HLSS would receive $0.704059 per share, which, on an aggregate basis, is equal to the Cash Reserve of $50 million to be retained by HLSS

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immediately following the Asset Sale. Representatives of Weil noted to HLSS’s board that the Merger would be subject to customary closing conditions, including obtaining requisite shareholder approval, and that HLSS would be prevented from conducting ongoing business activities other than in a manner consistent with winding down pending completion of the merger. Representatives of Weil further noted to HLSS’s board that, pursuant to the Services Agreement, the Provider would provide certain services to HLSS following the consummation of the Asset Sale and during the pendency of the Merger, including, among other things, defending any litigations in which HLSS is a party or may otherwise be involved. HLSS’s board of directors discussed the transactions contemplated by the Asset Sale and the Merger Agreement and directed its representatives to continue to negotiate the terms and conditions of the transaction documentation contemplated by the Asset Sale and Merger.

Over the course of April 3 through April 5, and based on the fact that HLSS would be unable to satisfy the conditions to the consummation of the Initial Merger in the event HLSS received a Going Concern Qualification, HLSS and NRZ and their respective advisors finalized the terms and conditions of the transaction documentation contemplated by the Asset Sale and Merger.

On April 5, 2015, HLSS’s board of directors held a meeting at which representatives of HLSS’s management, Citi, Weil and Walkers were present. Representatives of HLSS’s management and Citi updated HLSS’s board of directors with respect to the progress of obtaining an amendment to the MSRPA and the Sale Supplements (referred to in this proxy statement as the “Ocwen Amendment”). The Ocwen Amendment amended the MSRPA and the Sale Supplements, and, among other things (i) provides Ocwen’s consent to the assignment by HLSS of its interest under the MSRPA and each Sale Supplement, (ii) provides that HLSS Holdings will not become the named servicer in connection with any Rights to MSRs, or direct the replacement of Ocwen as named servicer, before April 6, 2017 except under certain limited circumstances, (iii) extends the scheduled term of Ocwen’s servicing appointment under each sale supplement until the earlier of eight years from the date of such sale supplement and April 30, 2020 and (iv) provides that Ocwen will reimburse HLSS Holdings for certain increased financing costs resulting from servicer rating downgrades of Ocwen. Representatives of Weil also informed HLSS’s board of directors that the substantive terms of the transaction documents contemplated by the Asset Sale and Merger presented to HLSS’s board of directors at the April 2, 2015 meeting had not changed in any material respects. Representatives of Citi then reviewed with HLSS’s board the approximate $1.4 billion aggregate consideration (comprised of $1.025 billion in cash, a portion of which would be used to repay existing debt of HLSS, and 26.2 million shares of NRZ common stock) that HLSS was to receive in the Asset Sale and the $0.704059 per share to be received by the holders of ordinary shares of HLSS in the Merger. Representatives of Citi then made a presentation with respect to the consideration HLSS was to receive in the Asset Sale and rendered its oral opinion to HLSS’s board of directors to the effect that, as of April 5, 2015 and based upon and subject to the qualifications, limitations and assumptions stated in its written opinion, the consideration to be received by HLSS in the Asset Sale was fair, from a financial point of view, to HLSS.

On April 6, 2015, HLSS gave formal notice to NRZ stating that, unless the parties entered into an alternative transaction in lieu of the Initial Merger Agreement, it was reasonably likely that HLSS would receive a Going Concern Qualification. The Asset Sale enabled HLSS to avoid a Going Concern Qualification.

Also on April 6, 2015, HLSS’s board of directors held a meeting at which representatives of HLSS’s management, Citi and Weil were present. At the meeting, representatives of Citi updated HLSS’s board on certain changes to the consideration to be received by HLSS in the Asset Sale, noting that while HLSS would still receive aggregate consideration of $1.4 billion, such consideration would now be comprised of $1.007 billion in cash, a portion of which would be used to repay existing debt of HLSS, and 28.3 million shares of NRZ common stock. Representatives of Citi noted that no changes were made to the $0.704059 per share cash consideration to be received by the holders of ordinary shares of HLSS in the Merger. Representatives of Weil also informed HLSS’s board of directors that the substantive terms of the transaction documents contemplated by the Asset Sale and the Merger presented to HLSS’s board of directors at the April 5, 2015 meeting had not changed in any material respects. Representatives of Citi then rendered its oral opinion, which opinion was subsequently confirmed in a written opinion dated April 6, 2015, to HLSS’s board of directors to the effect that, as of April 6, 2015 and based upon and subject to the qualifications, limitations and assumptions stated in its written opinion, the consideration to be offered in the Asset Sale was fair, from a financial point of view, to HLSS. After deliberation, including consideration of the factors described in the section of this proxy statement entitled “Proposal 1: Approval of the Merger Agreement and the Cayman Plan of Merger — Reasons for the Merger; Recommendation of HLSS’s Board of Directors,”, HLSS’s board of directors unanimously (1) approved the execution, delivery, and performance of the Purchase Agreement, Plan of Liquidation, Services Agreement, Merger Agreement and related transaction documents, (2) determined that entering into the transactions contemplated by such agreements, including the Asset Sale and the Merger, is fair to, and in the best interests of, HLSS and its shareholders and (3) declared such transactions advisable.

Immediately prior to the consummation of the Asset Sale, HLSS repaid all outstanding obligations under its senior secured term loan facility. In addition, in connection with the consummation of the Asset Sale, the HSART Facility, the HSART II Facility, HLSS’s note repurchase facility and HLSS’s mortgage loan repurchase facility, as applicable, were amended to provide for the following amendments and other modifications: (i) extend the expected repayment date of the Variable Funding Notes issued under the HSART Facility until April 4, 2016, (ii) increase the commitments in respect of certain Variable Funding Notes under the HSART

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Facility and the HSART II Facility in an aggregate amount by $2.15 billion, (iii) replace financial tests with respect to such facilities with financial tests with respect to NRZ, (iv) in certain limited instances, eliminate various events of default related to Ocwen Servicing and (v) in the case of HLSS’s note repurchase facility and HLSS’s mortgage loan repurchase facility, release HLSS from any guaranty obligations thereunder and substitute NRZ as the replacement guarantor thereunder. The primary obligor under each of the HSART Facility, the HSART II Facility, HLSS’s note repurchase facility and HLSS’s mortgage loan repurchase facility is a subsidiary of HLSS acquired by NRZ in connection with the Asset Sale.

On April 6, 2015, HLSS, NRZ and all other applicable parties entered into the Ocwen Amendment and the other transaction documents. NRZ and HLSS subsequently issued a joint press release announcing the Purchase Agreement and the transactions contemplated thereby, including the Asset Sale, as well as the other agreements entered into immediately following the Asset Sale, including the Merger Agreement.

Reasons for the Merger; Recommendation of Our Board of Directors

Reasons for the Merger

Our board of directors, with the advice and assistance of our management, outside legal counsel and independent financial advisors, at a meeting on April 6, 2015, evaluated the Merger, including the terms and conditions of the Merger Agreement and the Cayman Plan of Merger. Our board of directors unanimously (1) approved the execution, delivery and performance of the Merger Agreement and the Cayman Plan of Merger, (2) determined that entering into the Merger Agreement and the Cayman Plan of Merger is fair to, and in the best interests of, HLSS and its shareholders, (3) declared the Merger Agreement, the Cayman Plan of Merger and the Merger advisable and (4) subject to the terms of the Merger Agreement, resolved to recommend that HLSS’s shareholders authorize and approve the Merger Agreement and the Cayman Plan of Merger.

In the course of reaching its determination, our board of directors considered a number of substantive factors and potential benefits of the Merger. Our board of directors believed that, taken as a whole, the following potentially positive factors, which are not intended to be exhaustive and are not presented in any order of importance, supported its decision to approve the Merger:

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Our board of directors also considered and balanced against the potentially positive factors a number of uncertainties, potential risks or potentially negative factors relating to the Merger, including the following factors, which are not intended to be exhaustive and are not presented in any order of importance:

After taking into account all of the factors set forth above, our board of directors concluded that the uncertainties, potential risks and potentially negative factors associated with the Merger were outweighed by the potential benefits that it expected HLSS’s shareholders would receive as a result of the Merger.

The foregoing discussion is not intended to be exhaustive, but summarizes certain material factors considered by the board of directors in its consideration of the Merger. In view of the wide variety of factors considered by the board of directors, and the complexity of these matters, the board of directors did not find it practicable to and did not quantify or otherwise assign relative weights to the foregoing factors. In addition, individual members of the board of directors may have assigned different weights to various factors. It should be noted that this explanation of the reasoning of our board of directors and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth under the heading “Cautionary Statement Concerning Forward-Looking Information” beginning on page [●].

Accordingly, our board of directors, by unanimous vote, (1) approved the execution, delivery and performance of the Merger Agreement and the Cayman Plan of Merger, (2) determined that entering into the Merger Agreement and the Cayman Plan of Merger is fair to, and in the best interests of, HLSS and its shareholders, (3) declared the Merger Agreement, the Cayman Plan of Merger and the Merger advisable and (4) subject to the terms of the Merger Agreement, resolved to recommend that HLSS’s shareholders authorize and approve the Merger Agreement and the Cayman Plan of Merger.

Recommendation of our Board of Directors

Our board of directors recommends that you vote “FOR” the special resolution to authorize and approve the Merger Agreement and the Cayman Plan of Merger.

Effects on the Company if the Merger is Not Completed

If the Merger Agreement and Cayman Plan of Merger are not authorized and approved by our shareholders or if the Merger is not completed for any other reason, our shareholders will not receive any payment for their ordinary shares of HLSS in connection with the Merger. Instead, we will remain an independent company and will continue to conduct our activities in accordance with the Plan of Liquidation.

Financing of the Merger

The obligations of NRZ under the Merger Agreement are not subject to a condition regarding NRZ’s or Merger Sub’s obtaining funds to consummate the Merger and the other transactions contemplated by the Merger Agreement.

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Material U.S. Federal Income Tax Considerations

The following is a summary of material U.S. federal income tax considerations applicable to the receipt of cash in exchange for ordinary shares held by U.S. Holders (as defined below) pursuant to the Merger. This discussion deals only with our ordinary shares held as capital assets (within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (referred to in this proxy statement as the “Code”)) by U.S. Holders. This discussion does not address non-U.S. Holders and does not cover all aspects of U.S. federal income taxation that may be relevant to any particular investor in light of his, her or its particular circumstances. In particular, this discussion does not address all of the tax considerations that may be relevant to certain types of investors subject to special treatment under U.S. federal income tax laws, such as the following:

Furthermore, this discussion is based upon the provisions of the Code, the Treasury regulations proposed or promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof. Such authorities may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those discussed below. This discussion does not address U.S. federal estate or gift taxes, the application of the Medicare tax on net investment income under Section 1411 of the Code, or any state, local or non-U.S. tax considerations.

For purposes of this discussion, you will be considered a “U.S. Holder” if you beneficially own our ordinary shares and you are for U.S. federal income tax purposes one of the following:

If you are a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes, the U.S. federal income tax treatment of your partners generally will depend upon the status of such partners and your activities. If you are a partner of a partnership holding our ordinary shares, you should consult your own tax advisor.

We urge you to consult your own tax advisor concerning the particular U.S. federal income and other tax consequences to you as a result of receiving cash in exchange for ordinary shares in the Merger, as well as any consequences to you arising under state, local and non-U.S. tax laws.

Passive Foreign Investment Company Status and Related Tax Consequences

Special U.S. federal income tax rules apply to U.S. Holders owning shares of a PFIC. A foreign corporation generally will be classified as a PFIC for U.S. federal income tax purposes in any taxable year in which either:

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For this purpose, passive income generally includes, among other things, dividends, interest, rents, royalties, gains from the disposition of passive assets and gains from commodities and securities transactions. In determining whether a foreign corporation is a PFIC, the foreign corporation must take into account its proportionate share of the income and assets of each corporation in which it owns, directly or indirectly, at least 25% (by value) of the stock.

We believe that we have been a PFIC for U.S. federal income tax purposes for each taxable year since our formation, and that our wholly owned subsidiary HLSS Luxco 1B S.à r.l. (referred to in this proxy statement as “HLSS Luxco”) that was sold to NRZ in the Asset Sale was a PFIC for U.S. federal income tax purposes for the 2013 taxable year and each subsequent taxable year. The determination whether any corporation was, or will be, a PFIC for a taxable year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any taxable year depends on the assets and income of such corporation over the course of each such taxable year and, as a result, generally cannot be determined until the close of the taxable year in question. Accordingly there can be no assurance that the U.S. Internal Revenue Service (referred to in this proxy statement as the “IRS”) will not challenge any determination made by us or one of our subsidiaries concerning its PFIC status. If the IRS were to successfully assert that any of our foreign subsidiaries other than HLSS Luxco had been PFICs, then the U.S. federal income tax consequences of the disposition of your indirect ownership interest in such foreign subsidiary pursuant to the Asset Sale would be similar to the consequences described below with respect to your indirect ownership of HLSS Luxco. Each U.S. Holder should consult its own tax advisors regarding the PFIC status of HLSS and its subsidiaries.

Consequences to U.S. Holders of the Receipt of Cash in Exchange for Ordinary Shares

On April 6, 2015, in connection with the Asset Sale, we adopted the Plan of Liquidation, pursuant to which we ceased all business activities, will wind up our affairs, and will distribute our assets to the holders of our ordinary shares in one or more distributions (each referred to in this proxy statement as a “Liquidating Distribution”). For U.S. federal income tax purposes, it is expected that each Liquidating Distribution, including the April 27 Liquidating Distribution, would be treated as a payment in a taxable exchange for a holder’s ordinary shares, and, if the Merger occurs, for any cash received in the Merger to be treated as the final Liquidating Distribution pursuant to the Plan of Liquidation. If the Merger were not to occur, any future distributions that you receive from us in accordance with the Plan of Liquidation would also be expected to be treated as a Liquidating Distribution.

Generally, you will recognize gain or loss for U.S. federal income tax purposes equal to the difference between the aggregate amount of cash you receive in the Liquidating Distributions, including the April 27 Liquidating Distribution and in the Merger, and your adjusted tax basis in your HLSS ordinary shares. Your gain or loss will be determined separately for each block of your HLSS ordinary shares (i.e., ordinary shares acquired at the same cost in a single transaction). The amount of cash that you receive in any Liquidating Distributions, including the April 27 Liquidating Distribution and any cash consideration you receive pursuant to the Merger, should be allocated pro rata among your different blocks of ordinary shares, and the amount allocated to each block of HLSS ordinary shares first should be treated as a return of capital to the extent of your adjusted basis in such block of shares, and thereafter, as taxable gain from the disposition of such block of HLSS ordinary shares to the extent the aggregate cash that you receive exceeds your adjusted tax basis in such block of shares. You may not be able to claim a loss with respect to any block of your HLSS ordinary shares until you receive the final Liquidating Distribution, which, if the Merger does not occur, may not be for a number of years. Each U.S. Holder should consult its own tax advisors regarding when such U.S. Holder will be allowed to recognize a loss (if any) for U.S. federal income tax purposes with respect to our ordinary shares if the Merger is not approved and if any Liquidation Distribution is received after the current taxable year.

Since we believe that we and our wholly owned subsidiary HLSS Luxco have been PFICs for U.S. federal income tax purposes, you will be subject to different taxation rules with respect to your disposition of HLSS ordinary shares pursuant to the Merger and your disposition of your indirect ownership of HLSS Luxco pursuant to the Asset Sale depending on whether you: (i) made a qualified electing fund election (referred to in this proxy statement as a “QEF Election”) with respect to your investment in our ordinary shares and/or your indirect investment in HLSS Luxco; (ii) made a mark-to-market election with respect to your investment in our ordinary shares; or (iii) made no election with respect to your investment in our ordinary shares and/or your indirect investment in HLSS Luxco. The application of the PFIC rules are complex, and you are urged to consult your own tax advisor.

QEF Election

If you have had a valid QEF Election in effect with respect to your HLSS ordinary shares and such election has been in effect for your entire holding period as adjusted for any purging election you made pursuant to Section 1291(d)(2) of the Code (referred to in this proxy statement as a “Purging Election”) with respect to your HLSS ordinary shares in a prior taxable year, any gain or loss that you recognize by reason of the receipt of Liquidating Distributions generally will be capital gain or loss. Such capital gain or loss will be long-term capital gain or loss if your holding period with respect to your HLSS ordinary shares is more than one year as of the date of the applicable Liquidating Distribution. If you are a non-corporate U.S. Holder, any long-term capital gains recognized may be eligible for taxation at the preferential capital gain tax rates. The deductibility of capital losses is subject to limitations.

Furthermore, if you made a valid QEF Election with respect to your HLSS ordinary shares, but have not made a valid QEF Election with respect to your indirect ownership of HLSS Luxco, you will be subject to the excess distribution regime described below with respect to your indirect disposition of HLSS Luxco as a result of the Asset Sale.

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If you made a valid QEF Election with respect to your HLSS ordinary shares and/or your indirect ownership of HLSS Luxco but such election(s) has not been in effect for the entire period during which you have owned your HLSS ordinary shares and/or indirect ownership of HLSS Luxco (as adjusted for any Purging Election you made with respect your HLSS ordinary shares and/or indirect ownership of HLSS Luxco), then complicated rules apply in order to account for the transition from the excess distribution regime to the QEF Election regime. You should consult your own tax advisor regarding the interaction between these different regimes.

If you made a separate election to defer the payment of taxes on undistributed income inclusions under the QEF Election rules with respect to your HLSS ordinary shares and/or indirect ownership of HLSS Luxco, then that deferral will end with respect your indirect ownership of HLSS Luxco as a result of the Asset Sale and will end with respect to your HLSS ordinary shares as a result of the Merger and you will be required to pay the deferred tax and the associated interest charge. We urge you to consult your own tax advisor concerning the particular U.S. federal income and other tax consequences to you as a result of making a separate election to defer the payment of taxes on undistributed income inclusions under the QEF Election rules with respect to your HLSS ordinary shares and/or indirect ownership of HLSS Luxco.

Asset Sale / Section 338(g) Election

On April 6, 2015, we sold substantially all of our assets pursuant to the Purchase Agreement. To the extent that you have made a timely QEF Election with respect to your HLSS ordinary shares, you will take into account your pro rata share of any ordinary earnings and net capital gain resulting from such sale (in addition to any other ordinary earnings and net capital gain recognized by us for the taxable year of the Merger) in computing your QEF inclusion for the taxable year. Your adjusted tax basis in your HLSS ordinary shares for purposes of determining your gain or loss on the receipt of cash for those shares resulting from Liquidating Distributions (including in the Merger) would be increased to reflect amounts included under your QEF Election, reduced by distributions of amounts previously included in gross income under your QEF Election.

In addition, the Purchase Agreement permits NRZ to make an election under Section 338(g) of the Code (referred to in this proxy statement as a “Section 338(g) Election”) with respect to our former subsidiaries that are treated as corporations for U.S. federal income tax purposes and that were sold to NRZ in the Asset Sale. At this time we do not know whether and to what extent NRZ will make a Section 338(g) Election in connection with the Asset Sale, and NRZ may not make such determination until the Merger is completed. If NRZ makes a Section 338(g) Election with respect to any of our former corporate subsidiaries, the entity with respect to which such Section 338(g) Election is made will be treated for U.S. federal income tax purposes as if it had sold all of its assets (except that no gain or loss will be recognized on the deemed sale of the stock of a subsidiary of such entity for which a Section 338(g) election is also made) to a new corporation. To the extent that NRZ makes a Section 338(g) Election with respect to HLSS Luxco and you have made a timely QEF Election with respect to your indirect interest in HLSS Luxco, your pro rata share of any ordinary earnings and net capital gain resulting from such deemed sale would be taken into account (in addition to any other ordinary earnings and net capital gain recognized by HLSS Luxco for the taxable year of the Asset Sale) in computing your QEF inclusion for the taxable year. Your adjusted tax basis in your HLSS ordinary shares for purposes of determining your gain on the receipt of cash for those shares resulting from Liquidating Distributions (including in the Merger) would be increased to reflect amounts included under your QEF Election, reduced by distributions of amounts previously included in gross income under your QEF Election.

Even if NRZ does not make a Section 338(g) Election with respect to any of our former subsidiaries, NRZ could cause (or could have caused) one or more of such subsidiaries to engage in certain transactions or make certain tax elections after the closing of the Asset Sale that affect such subsidiaries’ ordinary earnings and net capital gain for the taxable year of the Asset Sale, which may affect the amount of QEF inclusions recognized by U.S. Holders with respect to such taxable year.

The Purchase Agreement and the Merger Agreement requires NRZ to continue providing you with certain information, including with respect to the Asset Sale any deemed sale resulting from any Section 338(g) Election, consistent with our past practice in order for you to make or maintain a QEF Election with respect to us and our subsidiaries.

Mark-to-Market Election

If you made a valid mark-to-market election with respect to your HLSS ordinary shares, any gain that you recognize generally is treated as ordinary income. Any loss that you recognize is treated as an ordinary loss to the extent the amount of such loss does not exceed the net (i.e., unreversed) mark-to-market gains that you previously included in income in respect of such ordinary shares; any excess loss will be a capital loss. The deductibility of capital losses is subject to limitations.

Your mark-to-market election with respect to your HLSS ordinary shares does not apply with respect to HLSS Luxco. Therefore, unless you made a QEF election with respect to your indirect ownership of HLSS Luxco, you will be subject to the excess distribution regime described below with respect to your indirect disposition of HLSS Luxco pursuant to the Asset Sale.

If you made a mark-to-market election for this taxable year with respect to any HLSS ordinary shares that you acquired in a prior taxable year, then the gain or loss that you recognize upon the receipt of cash in exchange for your ordinary shares (i.e., by reason of the receipt of Liquidating Distributions, including pursuant to the Merger) may be subject to the excess distribution regime described below. You should consult your own tax advisors regarding the interaction of the mark-to-market and excess distribution regimes.

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Excess Distribution Regime

If you did not have a valid QEF or mark-to-market election with respect to your investment in our ordinary shares in effect for your entire holding period, you may be subject to special rules with respect to any gain realized upon the receipt of cash in exchange for your HLSS ordinary shares by reason of the receipt of Liquidating Distributions (including pursuant to the Merger). Under these special rules:

Any loss realized upon the receipt of cash in exchange for your HLSS ordinary shares would be a capital loss. The deductibility of capital losses is subject to limitations.

In addition, if you did not have a valid QEF Election with respect to your indirect investment in HLSS Luxco in effect for your entire holding period, you may recognize gain, but not loss, under the special rules described above with respect to your indirect disposition of such investment as a result of the Asset Sale. For purposes of applying the special rules with respect to such indirect disposition, you will be treated as recognizing an amount of gain with respect to your indirect interest in HLSS Luxco equal to your pro rata share of the gain that we recognized when we disposed of our stock in HLSS Luxco in the Asset Sale. Your adjusted tax basis in your HLSS ordinary shares should be increased to reflect any gain that you recognize as a result of the indirect disposition of HLSS Luxco. As a result of these rules, you may realize ordinary income with respect to your indirect disposition of HLSS Luxco and a capital loss with respect to your HLSS ordinary shares to the extent your adjusted tax basis in your HLSS ordinary shares exceeds the aggregate amount of cash you receive pursuant to the Liquidating Distributions (including pursuant to the Merger).

We urge you to consult your own tax advisor concerning the particular U.S. federal income and other tax consequences to you as a result of (i) not having made a valid QEF or mark-to market election with respect to your investment in our ordinary shares for your entire holding period and/or (ii) not having made a valid QEF Election with respect to your indirect investment in HLSS Luxco for your entire holding period.

Information Reporting and Backup Withholding

In general, information may be reported to the IRS regarding the cash proceeds you receive in exchange for your HLSS ordinary shares in the Merger unless you are an exempt recipient. A backup withholding tax may apply to such payments if you fail to provide your taxpayer identification number or to make required certifications or you have been notified by the IRS that you are subject to backup withholding. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability, provided that you timely furnish the required information to the IRS.

If you own five percent (by vote or value) of our ordinary and the Merger is not consummated and we are not completely liquidated and dissolved within one year after you receive any Liquidating Distribution, you will be required to include a statement that you are a significant holder of our ordinary shares pursuant to U.S. Treasury Regulation Section 1.331-1(d)(2) with your U.S. federal income tax return for the taxable year of such Liquidating Distribution.

Certain Material Cayman Islands Tax Consequences

It is the responsibility of all shareholders to inform themselves as to any tax consequences from their investment in the shares of HLSS and HLSS’s operations or management, as well as any foreign exchange or other fiscal or legal restrictions, which are relevant to their particular circumstances in connection with the disposition of the shares in HLSS. Investors should therefore seek their own separate tax advice in relation to their holding and disposition of the shares in HLSS and accordingly HLSS does not accept any responsibility for the taxation consequences of any investment into HLSS or any disposition of the shares by a shareholder.

There is, at present, no direct taxation in the Cayman Islands and interest, dividends and gains payable to HLSS will be received free of all Cayman Islands taxes. HLSS is registered as an “exempted company” pursuant to the Companies Law (as amended). HLSS has received an undertaking from the Governor in Cabinet of the Cayman Islands to the effect that, for a period of twenty years from the date of the undertaking, no law that thereafter is enacted in the Cayman Islands imposing any tax or duty to be levied on profits, income, gains or appreciation shall apply to HLSS or its operations and in addition, no tax to be levied on profits, income, gains or appreciation or which is in the nature of estate duty or inheritance tax shall be payable on or in respect of the shares, debentures or other obligations of HLSS.

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Interests of Certain Persons in the Merger

Although there are no compensation arrangements that are contingent upon the consummation of the Merger, our executive officers may be entitled to receive severance benefits and cash retention bonuses in connection with the Asset Sale. Our board of directors was aware of these arrangements and considered them, among other matters, in unanimously approving and declaring advisable the execution, delivery and performance of the Merger Agreement, the Cayman Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger, and determining that entering into the Merger Agreement and the Cayman Plan of Merger and consummating the Merger, are fair to, and in the best interests of, HLSS and its shareholders, and in making its recommendation that HLSS’s shareholders authorize and approve the Merger Agreement and the Cayman Plan of Merger.

Beneficial Ownership and Treatment of HLSS Ordinary Shares

As of [●], 2015, the record date for the extraordinary general meeting, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, approximately [●] of our ordinary shares, or approximately [●]% of our total ordinary shares outstanding on that date.

Our directors and executive officers will receive the same $0.704059 per share for their outstanding ordinary shares in HLSS as our other shareholders. For further information with respect to the ownership of the ordinary shares of our directors and executive officers, see “Security Ownership of Certain Beneficial Owners, Directors and Executive Officers.”

Change in Control Retention Bonus and Severance Plan

On February 20, 2015, our board of directors approved the Home Loan Servicing Solutions, Ltd. Change in Control Retention Bonus and Severance Plan (referred to in this proxy statement as the “CIC Plan”) for all employees of the Company, including our executive officers. The purpose of the CIC Plan is to assure continuity in the operations of the Company in connection with a potential transaction by providing employees with an additional incentive to continue focusing on their professional responsibilities and providing financial security in the event of a related termination of employment. In consideration of any amount to be paid under the CIC Plan, each participant agreed to unconditionally relinquish any and all rights that such participant may possess under the Company’s 2013 Equity Incentive Plan and agreed to the cancellation of such participant’s share options in connection with the Asset Sale.

Retention Bonuses

Under the terms of the CIC Plan, participants (including executive officers) are eligible to receive a one-time cash bonus (referred to in this proxy statement as a “Retention Bonus”) in an amount set forth in the applicable award letter provided to the participant, subject to such participant’s continued employment with the Company through the earlier of the six-month anniversary of the Asset Sale and December 15, 2015. However, in the event that a participant’s employment is terminated by the Company without Cause (as defined in the CIC Plan) prior to the earlier of the six-month anniversary of the Asset Sale and December 15, 2015, such participant will become entitled to receive the Retention Bonus on the 60th day following such termination of employment.

Severance Protection

Under the terms of the CIC Plan, participants (including executive officers) are eligible to receive a severance payment in the event that a participant’s employment is terminated by the Company without Cause at any time on or prior to the 12-month anniversary of the Asset Sale, in an amount equal to the lesser of: (i) the product of (a) 1.0388%, (b) the number of months of service provided by such participant (including service with the Company’s predecessor companies) and (c) the participant’s total annualized cash compensation and (ii) 100% of the participant’s total annualized cash compensation (referred to in this proxy statement as the “Severance Amount”). The Severance Amount may be paid in a lump sum or in installments, at the participant’s election, and is subject to the participant’s execution of a general release of claims against the Company.

Additionally, such participant and any covered dependents will be eligible for continued health benefits for the remainder of the calendar year in which the termination of employment occurs, either by continuing to participate in the applicable group medical plan of the Company for such duration or by receiving a cash amount representing the Company’s contribution toward the participant’s health benefits for such coverage. Furthermore, those participants located in the Cayman Islands will be eligible for a lump sum cash payment for purposes of relocation or repatriation assistance, in an amount as set forth in the participant’s award letter.

The amounts that may become payable to the individuals who have served as the Company’s executive officers since January 1, 2014, under the CIC Plan, assuming that a termination of employment by the Company without Cause occurs on April 30, 2015, are approximately as follows: John P. Van Vlack ($2,524,389), James E. Lauter ($1,161,222), Michael Lubin ($856,405), Arnold Cohn ($297,508) and John McNeill ($848,131).

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Golden Parachute Compensation

Although there are no compensation arrangements that are contingent upon the consummation of the Merger, our named executive officers may be entitled to the payments and benefits in connection with the Asset Sale, as described under “Interests of Certain Persons in the Merger.”

Governmental and Regulatory Approvals

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules promulgated thereunder by the FTC, the Merger is not subject to the filing of any notification and report forms with the FTC or the Antitrust Division of the DOJ. The DOJ, the FTC, state Attorneys General or private parties may challenge the Merger on antitrust grounds either before or after the transaction has closed. Accordingly, while the parties believe that the transaction complies with the applicable antitrust laws, it is possible that at any time before or even after the completion of the Merger, any of the DOJ, the FTC, state Attorneys General or private parties could take action under the antitrust laws as deemed necessary or desirable in the public or other interest, including without limitation seeking to enjoin the completion of the Merger or permitting completion subject to regulatory concessions or conditions.

The term “antitrust laws” means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, all applicable foreign antitrust laws and all other applicable laws issued by any government, court, regulatory or administrative agency, commission or authority or other governmental instrumentality, whether federal, state or local, domestic, foreign or multinational, designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

We cannot assure you that an antitrust or other regulatory challenge to the Merger will not be made.

Deregistration of Ordinary Shares of HLSS

If the Merger is completed, the ordinary shares of HLSS will be deregistered under the Exchange Act, and we will no longer be required to file periodic reports with the SEC in respect of ordinary shares of HLSS.

Litigation Relating to the Merger

In connection with the Initial Merger Agreement, a purported shareholder filed on March 11, 2015 a derivative lawsuit on behalf of HLSS, in the Circuit Court of the 15^th Judicial Circuit in and for Palm Beach County, Florida, captioned Rattner v. Van Vlack et al., Case No. 2015CA002833. The complaint names as defendants five directors of HLSS, including John P. Van Vlack, Robert J. McGinnis, Kerry Kennedy, Richard J. Lochrie and David B. Reiner, as well as NRZ and Merger Sub. It is possible that other related suits could subsequently be filed.

The complaint, which was filed prior to the announcement of the Merger Agreement, alleges that the Initial Merger Agreement resulted from a flawed and rushed process that benefited NRZ and the directors but was harmful to HLSS. The complaint further alleges that the Initial Merger Agreement was agreed to only ten days after the directors learned that a large shareholder, Mangrove Partners Master Fund Ltd., had submitted a slate of candidates to replace the entire board at the upcoming shareholders’ meeting. The complaint alleges that the directors breached their fiduciary duties by entering into the Initial Merger Agreement in an attempt to avoid a proxy fight. Moreover, the complaint alleges that the directors engaged in self-dealing and/or improperly obtained benefits for themselves not shared equally by HLSS in connection with the Initial Merger Agreement. Additionally, the complaint alleges that HLSS was undervalued in the Initial Merger Agreement. The plaintiff claims that the stock price was only temporarily depressed due to issues relating to Ocwen Financial Corporation. In addition, the plaintiff alleges that the directors breached their fiduciary duties by agreeing to preclusive deal protection devices, including a no-solicitation provision, an information rights provision, a matching rights period and a termination fee. The plaintiff alleges that the directors breached their fiduciary duties of due care, diligence, loyalty, honesty and good faith under Cayman Islands law and that NRZ and Merger Sub aided and abetted the directors’ purported breach of fiduciary duties. The complaint seeks to enjoin the now-terminated Initial Merger Agreement or, in the alternative, damages.

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THE MERGER AGREEMENT AND CAYMAN PLAN OF MERGER

The following describes certain material provisions of the Merger Agreement and the Cayman Plan of Merger, which are attached as Annex A to this proxy statement and which are incorporated by reference herein. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the Merger Agreement and the Cayman Plan of Merger. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement and the Cayman Plan of Merger that is important to you. HLSS encourages you to read carefully the Merger Agreement and the Cayman Plan of Merger in their entirety before making any decisions regarding the Merger because these are the principal documents governing the Merger.

The Merger Agreement and the Cayman Plan of Merger and the summary of their terms have been included to provide you with information regarding the terms of the Merger Agreement and the Cayman Plan of Merger. Factual disclosures about HLSS contained in this proxy statement or in HLSS’s public reports filed with the SEC may supplement, update or modify the factual disclosures about HLSS contained in the Merger Agreement and the Cayman Plan of Merger and described in this summary. The representations, warranties and covenants made in the Merger Agreement by HLSS were qualified and subject to important limitations agreed to by HLSS in connection with negotiating the terms of the Merger Agreement and may be subject to a contractual standard of materiality which may differ from what may be viewed as material by investors. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the Merger Agreement may have the right not to close the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. Information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Merger Agreement.

The Merger

Subject to the terms and conditions of the Merger Agreement and the Cayman Plan of Merger and in accordance with the Cayman Companies Law, at the effective time of the Merger, HLSS will merge with and into Merger Sub, a wholly owned subsidiary of NRZ and a party to the Merger Agreement. Merger Sub will survive the Merger as a direct wholly owned subsidiary of NRZ (following the Merger, Merger Sub is referred to in this proxy statement as the “Surviving Company”) and the separate corporate existence of HLSS will cease.

Effective Time; Closing

The effective time of the Merger will occur at the time when the Cayman Plan of Merger has been registered by the Registrar or such later time as Merger Sub and HLSS may agree and specify in the Cayman Plan of Merger in accordance with the Cayman Companies Law.

Unless HLSS and NRZ agree otherwise, the closing of the Merger will occur on the second business day after the conditions to the Merger set forth in the Merger Agreement have been satisfied or (to the extent permitted by law) waived (referred to in this proxy statement as the “Closing Date”).

Merger Consideration

The Merger Agreement provides that each ordinary share of HLSS issued and outstanding immediately prior to the effective time of the Merger (other than ordinary shares of HLSS owned by HLSS as treasury shares or owned directly by NRZ or by any direct or indirect wholly owned subsidiary of NRZ, or ordinary shares of HLSS the holders of which have properly demanded and perfected their Dissenters’ Rights under Cayman Islands law) will be cancelled and converted into the right to receive the Merger Consideration of $0.704059 in cash, without interest.

Each ordinary share of Merger Sub issued and outstanding immediately prior to the effective time of the Merger will be converted into and become one validly issued, fully paid and nonassessable ordinary share, par value $0.01, of the Surviving Company.

Withholding

NRZ, HLSS, the Surviving Company and the paying agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Merger Agreement such amounts as are required to be deducted and withheld with respect to the making of any such payment under applicable tax law. Amounts withheld and paid to the appropriate taxing authority will be treated for purposes of the Merger Agreement as having been paid to the person in respect of which such deduction or withholding was made.

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Unexchanged Shares

No cash payment with respect to the Merger Consideration will be paid to the holder of any unsurrendered ordinary share of HLSS until the surrender of such ordinary share together with a letter of transmittal is delivered in accordance with the instructions set forth in such letter of transmittal. No interest shall be paid or shall accrue on the cash payable upon surrender of any ordinary shares held in registered form.

Conditions to the Completion of the Merger

The obligations of NRZ, Merger Sub and HLSS to effect the Merger are subject to the satisfaction or waiver of the following conditions:

In addition, NRZ’s and Merger Sub’s obligations to effect the Merger are subject to the following additional conditions:

In addition, HLSS’s obligations to effect the Merger are subject to the following additional conditions:

For purposes of the Merger Agreement, “Company Material Adverse Effect” means, except as hereinafter provided, any fact, circumstance, occurrence, effect, change, event or development that, individually or in the aggregate, (i) is or would reasonably be expected to be materially adverse to the business, properties, financial condition or results of operations of HLSS, taken as a whole; provided, however, that any fact, circumstance, occurrence, effect, change, event or development to the extent arising from or related to (except, in the case of clauses (a), (b), (c), (d), (e) or (h) below, if disproportionately affecting HLSS, individually or in the aggregate, relative to other companies of a similar size in the industries in which HLSS operates): (a) conditions affecting the United

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States economy or the global economy generally, (b) political conditions (or changes in such conditions) in the United States or any other country or region in the world or acts of war, sabotage or terrorism (including any escalation or general worsening of any such acts of war, sabotage or terrorism) in the United States or any other country or region of the world occurring after the date of the Merger Agreement, (c) changes in the financial, banking or securities markets in the United States or any other country or region in the world, (d) changes required by GAAP, (e) changes in any laws, (f) any failure by such person to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of the Merger Agreement (provided that the underlying causes of any such failure may be considered in determining whether a Company Material Adverse Effect has occurred to the extent not otherwise excluded by another exception herein), (g) the public announcement (including as to the identity of the parties hereto) of the Merger or any of the other transactions contemplated thereby or (h) the occurrence of natural disasters, shall not be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur, or (ii) would reasonably be expected to prevent or materially impair or materially delay HLSS from consummating the transactions contemplated by the Merger Agreement.

For purposes of the Merger Agreement, “Parent Material Adverse Effect” means, with respect to NRZ or Merger Sub, any fact, circumstance, occurrence, effect, change, event or development that, individually or taken together with other facts, circumstances, occurrences, effects, changes, events or developments, is or would be reasonably likely to prevent or materially delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement.

HLSS Shareholders Meeting

HLSS has agreed to call a meeting of its shareholders (referred to in this proxy statement as the “HLSS Shareholders Meeting”) for the sole purpose of approving the Merger Agreement and the Cayman Plan of Merger and approving the transactions contemplated therein as promptly as practicable (but in any event within 25 business days) after the SEC confirms that it has no further comments on this proxy statement. HLSS will, through its board of directors, recommend to its shareholders that they authorize and approve the Merger Agreement and the Cayman Plan of Merger and authorize and approve the transactions contemplated therein and will include its recommendation in this proxy statement. HLSS may (on not more than one occasion and with the prior consent of NRZ), prior to the date for which the HLSS Shareholders Meeting is scheduled, change, postpone or adjourn the date for which the HLSS Shareholders Meeting is scheduled, or change the record date for the HLSS Shareholders Meeting, if HLSS in good faith believes that such change, postponement or adjournment would reasonably be expected to increase the likelihood of obtaining the requisite approval from HLSS shareholders. If, on the date for which the HLSS Shareholders Meeting is scheduled, HLSS has not received proxies representing a sufficient number of votes to authorize and approve the Merger Agreement and authorize and approve the transactions contemplated therein, NRZ may cause HLSS to, and HLSS may (with NRZ’s prior written consent), postpone or adjourn the HLSS Shareholders Meeting for a period not to exceed 90 days in order to seek to obtain the requisite HLSS shareholder approval necessary (but in no event past the End Date).

Financing

The obligations of NRZ under the Merger Agreement are not subject to a condition regarding NRZ’s or Merger Sub’s obtaining funds to consummate the Merger and the other transactions contemplated by the Merger Agreement.

Regulatory Matters

HLSS and NRZ have generally agreed to cooperate with each other and use their respective reasonable best efforts to promptly take all actions necessary, proper or advisable under the Merger Agreement and applicable law to consummate and make effective as promptly as practicable the transactions contemplated by the Merger Agreement, including preparing all necessary applications, notices and other documents to be obtained from any governmental entity and obtaining all approvals and consents from any governmental entity or third party, in each case necessary, proper or advisable to consummate the Merger, as well as defending any lawsuits or other legal proceedings challenging the Merger Agreement or the consummation of the Merger. However, neither HLSS nor NRZ will be required to pay (and HLSS cannot pay or agree to pay without NRZ’s prior written consent) any fee, penalty or other consideration to any third party for any consent required for the consummation of the Merger under any contract. In addition, NRZ’s consent is required with respect to any amendment or modification to any contract in connection with obtaining any such consent that is adverse in any material respect to NRZ or HLSS.

Termination

HLSS and NRZ may terminate the Merger Agreement at any time before the effective time of the Merger under the following circumstances:

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In addition, HLSS may terminate the Merger Agreement at any time before the effective time of the Merger, if NRZ or Merger Sub has breached any representation, warranty, covenant or agreement of NRZ or Merger Sub contained in the Merger Agreement, or if any representation or warranty of NRZ or Merger Sub has become untrue, in each case, such that the conditions to closing relating to the accuracy of NRZ’s and Merger Sub’s representations and warranties or the performance by NRZ and Merger Sub of their obligations under the Merger Agreement could not be satisfied as of the Closing Date; however, HLSS may not terminate the Merger Agreement under this provision unless any such breach or failure to be true has not been cured within 30 days after written notice by HLSS to NRZ, except that no cure period is required for a breach that cannot be cured by the End Date and HLSS may not terminate the Merger Agreement if HLSS is then in breach of the Merger Agreement in any material respect.

In addition, NRZ may terminate the Merger Agreement under the following circumstances:

The Purchase Agreement defines a Critical Covenant Breach as (i) without prior written consent of NRZ, the HLSS or the HLSS board of directors, through or as a result of the action of (or failure to take any action by) the HLSS board of directors, (1) the incurrence of any indebtedness for borrowed money (or indebtedness as otherwise restricted by any financing of NRZ or any of its subsidiaries); (2) the failure to distribute cash required to be distributed to shareholders in accordance with the Plan of Liquidation; (3) the failure to utilize the NRZ subsidiary providing services to HLSS under the Services Agreement in a manner that is consistent with the Services Agreement; (4) the failure to comply with any obligations (including filings required to be made) under the Exchange Act, the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended; (5) the failure to comply with applicable law or (6) the taking of any other action inconsistent with the Purchase Agreement, the Plan of Liquidation, the Services Agreement or the Merger Agreement, in the case of each of clauses (1) through (6), in a manner that does, or is reasonably expected to, result in (a) the incurrence of any material (or any material increase of any) liability of HLSS arising from the business or affairs of HLSS and its representatives from and after the closing of the Purchase Agreement, (b) a material increase of any liabilities of HLSS arising from the business or affairs of HLSS and its representatives prior to the closing of the Purchase Agreement or (c) the incurrence of any material (or any material increase of any) liabilities related to the purchased assets and/or assumed liabilities under the Purchase Agreement; or (ii) the occurrence of any event(s) following which the majority of the members of the HLSS board of directors are not “continuing directors,” where a “continuing director” is any member of the HLSS board of directors who (1) was a member of the HLSS board of directors on the date of the Merger Agreement, (2) was nominated for election or elected to the HLSS board of directors with the affirmative vote of a majority of the continuing directors who were members of the HLSS board of directors at the time of such nomination or election or (3) was nominated for election to the HLSS board of directors by NRZ.

Except as set forth above, all fees and expenses incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement will be paid by the party incurring such fees or expenses, regardless of whether or not such transactions are consummated.

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Conduct of Business Pending the Merger

Under the Merger Agreement, HLSS has undertaken certain covenants that place restrictions on it from the date of the Merger Agreement until the effective time of the Merger, unless NRZ gives its prior written consent (which cannot be unreasonably withheld, conditioned or delayed) or as otherwise may be required or expressly contemplated by the Merger Agreement. In general, HLSS has agreed not to conduct any business other than as (i) required by applicable law, (ii) expressly required by the Plan of Liquidation (in all cases in a manner consistent with the Services Agreement) or (iii) may be required to comply with its obligations pursuant to the Purchase Agreement, the Services Agreement and the registration rights agreement contemplated by the Purchase Agreement. In addition, without limiting the requirements described above, in no event may HLSS make any dividend or distribution other than as set forth in the Plan of Liquidation. Any Critical Covenant Breach will be deemed to be a material breach of these restrictions.

Litigation; Other Matters

The Merger Agreement requires NRZ to defend and assume control over, and bear all responsibility in respect of, any litigation or other proceedings, including by any shareholder of HLSS (on its own behalf or on behalf of HLSS), and any settlement or compromise thereof, against HLSS and/or any of its officers or directors. NRZ must keep HLSS reasonably informed regarding such litigation and reasonably consult with HLSS regarding the defense and any settlement or compromise of any such litigation, and also reasonably consider HLSS’s views with respect to any such litigation.

HLSS has agreed to (i) give prompt written notice to NRZ of any material written communications (and deliver copies thereof) received from, or delivered to, any shareholders of HLSS or any related person (in each case, other than any director, officer or employee of HLSS) or HLSS’s auditors or any governmental entity and (ii) reasonably consult with NRZ in connection with the foregoing.

Public Announcements

Except with respect to any dispute regarding the Merger Agreement or the transactions contemplated thereby, HLSS and NRZ have agreed to consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by the Merger Agreement including the Merger, and each of HLSS and NRZ has agreed not to issue any press release or make any such public statement without the other party’s consultation. The foregoing does not limit the ability of any party to the Merger Agreement to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by the Merger Agreement.

Additional Covenants

The Merger Agreement also contains additional agreements relating to, among other things, access to information and notification of certain matters.

Indemnification; Exculpation and Insurance

The Merger Agreement provides that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the effective time of the Merger existing in favor of the current or former directors, officers or employees of HLSS as provided in its memorandum and articles of association (or comparable organizational documents) and any indemnification or other similar agreements of HLSS, in each case as in effect on the date of the Merger Agreement, will continue in full force and effect in accordance with their terms.

The Merger Agreement also provides that, from and after the effective time of the Merger, to the fullest extent permitted by applicable law, each of NRZ and the Surviving Company will indemnify and hold harmless each individual who was as of the date of the Merger Agreement, or who becomes prior to the effective time of the Merger, a director or officer of HLSS or who was as of the date of the Merger Agreement, or who thereafter commences prior to the effective time of the Merger, serving at the request of HLSS as a director or officer of another entity, against all losses incurred in connection with any actual or threatened legal action arising out of or pertaining to the fact that such person is or was an officer or director of HLSS or is or was serving at the request of HLSS as a director or officer of another entity, whether asserted or claimed prior to, at or after the effective time of the Merger. The Merger Agreement provides that, in the event of any such legal action, each such person will be entitled to advancement of expenses incurred in the defense of any such legal action from the Surviving Company within 10 business days of receipt by the Surviving Company from such person of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the Cayman Companies Law or the Articles of Association or the Memorandum of Association of the Surviving Company, to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification.

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Without limiting the foregoing, in the event that any claim is brought against any such person described above, NRZ will have the right to assume or direct any of its subsidiaries to assume the defense thereof with legal counsel of NRZ’s choosing, and if NRZ assumes or directs any of its subsidiaries to assume such defense, then NRZ or such subsidiary, as applicable, will not be liable to such person for any legal expenses of other counsel or any other expenses subsequently incurred by such person in connection with such defense; provided that such person may employ counsel of its own choosing, and NRZ or such subsidiary, as applicable, will advance to such person reasonable legal expenses, if (i) NRZ does not timely assume the defense thereof or (ii) under applicable standards of professional conduct, there is an actual or potential conflict of interest between the legal defenses of NRZ (or the subsidiary) and those for such person in the conduct of the defense of an action. Such person agrees to cooperate with NRZ or such subsidiary, as applicable, in the defense of any such matter. NRZ or such subsidiary, as applicable, will not be liable for any settlement of any claim effected without its written consent (such consent not to be unreasonably withheld).

The Merger Agreement provides that in the event that the Surviving Company or any of its successors or assigns (i) consolidates with or merges into another entity and is not the surviving entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any entity, then, the Surviving Company will cause proper provision to be made to ensure that the successors and assigns of the Surviving Company assume its obligations as described in the above paragraphs.

Representations and Warranties

The Merger Agreement contains representations and warranties by HLSS, NRZ and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement, in the disclosure letters delivered by NRZ and HLSS in connection with the Merger Agreement, or as set forth in all certificates, reports, forms, statements and other documents filed with the SEC since January 1, 2013 and publicly available after January 1, 2014 and prior to the date of the Merger Agreement.

These representations and warranties relate to, among other things:

Additional representations and warranties made only by HLSS relate to, among other things, no ownership of subsidiaries, capital structure, SEC documents, undisclosed liabilities, compliance with applicable laws, contracts and affiliated transactions.

Additional representations and warranties made only by NRZ and Merger Sub relate to, among other things, ownership of Merger Sub.

The representations and warranties in the Merger Agreement of each of HLSS, NRZ and Merger Sub will not survive the consummation of the Merger or the termination of the Merger Agreement pursuant to its terms.

Waiver

At any time prior to the effective time of the Merger, the parties may (i) extend the time for the performance of any obligations or other acts of the other parties, (ii) waive any inaccuracies in the representations and warranties contained in the Merger Agreement or any document delivered pursuant to the Merger Agreement, (iii) waive compliance with any of the covenants or conditions contained in the Merger Agreement or (iv) waive the satisfaction of any of the conditions contained in the Merger Agreement. No extension or waiver by HLSS will require the approval of its shareholders unless such approval is required by applicable law. Any agreement on the part of a party to any such extension or waiver will be valid only if set forth in a written instrument signed on behalf of such party. The failure of any party to the Merger Agreement to assert any of its rights under the Merger Agreement or otherwise shall not constitute a waiver of such rights.

Amendment

The Merger Agreement may be amended by the parties at any time before or after the Merger is authorized and approved by HLSS’s shareholders; provided, however, that (i) after the Merger has been authorized and approved by HLSS’s shareholders, there may be made no amendment that by law requires further approval by HLSS’s shareholders without the further approval of HLSS’s    

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shareholders, and (ii) except as provided above, no amendment of the Merger Agreement may be submitted to be approved by HLSS’s shareholders unless required by applicable law. The Merger Agreement may not be amended except in a writing signed on behalf of each of the parties.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial

The parties have agreed that the Merger Agreement will be governed by Delaware law, without regard to the conflicts of laws principles thereof, except that the following matters arising out of or relating to the Merger Agreement will be interpreted, construed and governed by and in accordance with the laws of the Cayman Islands: (i) the Merger, (ii) the vesting of the undertaking, property and liabilities of Merger Sub in the Surviving Company, (iii) the cancellation of shares, (iv) the rights provided for in section 238 of the Cayman Companies Law with respect to dissenting shares and (v) the fiduciary or other duties of HLSS’s board of directors and the directors of Merger Sub.

Each of the parties (i) submitted to the personal jurisdiction of the Delaware Court of Chancery (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (ii) agreed to not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agreed to not bring any action relating to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement in any other court. Each party has waived, to the fullest extent permitted by applicable law, any right such party may have to a trial by jury with respect to any suit, action or other proceeding directly or indirectly arising out of or relating to the Merger Agreement or the transactions contemplated by the Merger Agreement.

Specific Enforcement

The Merger Agreement provides that the parties will be entitled to an injunction or injunctions to prevent breaches or threatened breaches of the Merger Agreement and to enforce specifically the performance of the terms and provisions of the Merger Agreement without proof of actual damages (and each party waives any requirement for the securing or posting of any bond in connection with such remedy). The Merger Agreement provides that the parties will not assert that a remedy of specific performance is unenforceable or that a remedy of monetary damages would provide an adequate remedy for any such breach.

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DISSENTING SHAREHOLDER RIGHTS UNDER CAYMAN COMPANIES LAW

The following is a summary of the rights of holders of the shares of HLSS to dissent from the Merger and receive payment of the fair value of their shares (referred to in this proxy statement as “Dissenters’ Rights”). This summary is not a complete statement of the law, and is qualified in its entirety by the complete text of Section 238 of the Cayman Companies Law, a copy of which is attached as Annex F to this proxy statement. If you are contemplating the possibility of dissenting from the Merger and exercising your Dissenters’ Rights, you should carefully review the text of Annex F, particularly the procedural steps required to exercise Dissenters’ Rights. These procedures are complex and you should consult your Cayman Islands legal counsel. If you do not fully and precisely satisfy and perfect the procedural requirements of the Cayman Companies Law, you will lose your Dissenters’ Rights.

Requirements for Exercising Dissenters’ Rights

A shareholder of the Company is entitled to payment of the fair value of his, her or its shares upon dissenting from the Merger, provided that such shareholder follows the procedures summarized below:

1. you must give a written notice of objection (referred to in this proxy statement as a “Written Objection”) to the Company prior to the vote to authorize and approve the Merger. The Written Objection must include a statement that you propose to demand payment for your shares if the Merger is authorized by the resolution at the extraordinary general meeting;

2. within 20 days immediately following the date on which the vote approving the Merger is made, the Company must give written notice of the authorization (referred to in this proxy statement as the “Approval Notice”) to all shareholders who have served a Written Objection;

3. within 20 days immediately following the date on which the Approval Notice is given (referred to in this proxy statement as the “Dissent Period”), the dissenting shareholder must give a written notice of his, her or its decision to dissent (referred to in this proxy statement as a “Notice of Dissent”) to the Company stating his, her or its name and address, the number and class of shares with respect to which he or she dissents and a demand for payment of the fair value of his shares. The shareholder will cease to have any rights of a shareholder upon the giving of such Notice of Dissent except the right to be paid the fair value of his, her or its shares (and the right to participate in court proceedings to determine the fair value of his, her or its shares or the right to institute proceedings on the grounds that the Merger is void or unlawful). A dissenting shareholder must dissent in respect of all the shares which he or she holds;

4. within seven days immediately following (i) the date of expiry of the Dissent Period or (ii) the date on which the Cayman Plan of Merger is filed with the Registrar, whichever is later, the Company, as the surviving company, must make a written offer (referred to in this proxy statement as a “Fair Value Offer”) to each dissenting shareholder to purchase his, her or its shares at a price determined by the Company to be the fair value of such shares;

5. if, within 30 days immediately following the date of the Fair Value Offer, the Company and the dissenting shareholder agree upon the price to be paid for his, her or its shares, the Company shall pay the shareholder the amount in money;

6. if, within 30 days immediately following the date of the Fair Value Offer, the Company and the dissenting shareholder fail to agree on a price at which the Company will purchase the dissenting shareholder’s shares, then, within 20 days immediately following the date of the expiry of such 30 day period, the Company must, and the dissenting shareholder may, file a petition with the Grand Court of the Cayman Islands (referred to in this proxy statement as the “Grand Court”) for a determination of the fair value of the shares held by all dissenting shareholders who have served a Notice of Dissent and who have not agreed with the Company as to fair value, and the petition by the Company must be accompanied by a verified list containing the names and address of all shareholders who filed a Notice of Dissent and who have not agreed with the Company as to the fair value of their shares (referred to in this proxy statement as the “Verified List”). A copy of the petition must be served on the other party. If the petition is filed by a dissenting shareholder, the Company must file the Verified List with the Grand Court within 10 days after the service of the petition; and

7. if a petition is timely filed and served, the Grand Court will determine the fair value of the shares held by the dissenting shareholders as it finds are involved (together with a fair rate of interest, if any) and the costs of the proceeding and the allocation of such costs upon the parties. Any dissenting shareholder whose name appears on the Verified List and who the Grand Court finds are involved may participate fully in all proceedings until the determination of fair value is reached.

You must be a registered holder of shares in order to exercise your Dissenters’ Rights. All notices and petitions must be executed by or for the shareholder of record, fully and correctly, as such shareholder’s name appears on the register of shareholders of the Company. As noted above, a dissenting shareholder must dissent in respect of all the shares which he or she holds. If the shares are registered in the name of a person who holds them in a fiduciary capacity, such as by a trustee, guardian or custodian, these notices must be executed by or for the fiduciary. If the shares are registered in the names of more than one person, such notices and petitions must be executed by or for all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the notices

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or petitions for a shareholder of record; however, the agent must identify the record owner and expressly disclose the fact that, in exercising the notice, he is acting as agent for the record owner. A person having a beneficial interest in shares which are registered in the name of another person, such as a broker or nominee, and who wishes to exercise Dissenters’ Rights directly in respect of such shares, must act promptly to become the registered holder of such Shares, in order to follow the steps summarized above in a timely manner to exercise such Dissenters’ Rights in respect of such shares.

If you do not satisfy each of these requirements, you cannot exercise Dissenters’ Rights and shall receive the Merger Consideration of $0.704059 in cash, without interest, for each share you hold. You must send all notices to the Company to Home Loan Servicing Solutions, Ltd., c/o Intertrust Corporate Services (Cayman) Limited located at 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands.

If you are considering dissenting, you should be aware that the fair value of your shares determined under Section 238 of the Cayman Companies Law could be more than, the same as, or less than the $0.704059 in cash, without interest, for each share that you would otherwise receive as consideration in the Merger. In addition, in any proceedings for determination of the fair value of shares covered by a Notice of Dissent, the Company and NRZ intend to assert that the per share merger consideration of $0.704059 is equal to the fair value of each of your shares.

The exercise of your Dissenters’ Rights will preclude the exercise of any other rights which you might otherwise be entitled by virtue of holding shares, other than the right to institute proceedings to seek relief on the grounds that the Merger is void or unlawful.

The provisions of Section 238 of the Cayman Companies Law are technical and complex. If you fail to comply strictly with the procedures set forth in Section 238 of the Cayman Companies Law, you will lose your Dissenters’ Rights. You should consult your Cayman Islands legal counsel if you wish to exercise Dissenters’ Rights.

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PROPOSAL 2

AUTHORITY TO ADJOURN THE EXTRAORDINARY GENERAL MEETING

The Adjournment Proposal

If at the extraordinary general meeting, the chairman determines it is necessary to adjourn the extraordinary general meeting, we intend to move to adjourn the extraordinary general meeting with NRZ’s consent. For example, the chairman may make such a determination if the number of ordinary shares of HLSS represented and voting in favor of the proposal to authorize and approve the Merger Agreement and the Cayman Plan of Merger at the extraordinary general meeting is insufficient to adopt that proposal pursuant to the Cayman Companies Law, in order to enable HLSS to solicit additional votes in respect of such proposal. If the chairman determines that it is necessary to adjourn the extraordinary general meeting, we will ask our shareholders to vote only upon the proposal to adjourn the extraordinary general meeting, and not the proposal to authorize and approve the Merger Agreement and the Cayman Plan of Merger.

In this proposal, we are asking you to authorize the holder of any proxy solicited by our board of directors to vote in favor of the proposal to adjourn the extraordinary general meeting to another time and place. If the shareholders approve the proposal to adjourn the extraordinary general meeting, we could adjourn the extraordinary general meeting and any adjourned session of the extraordinary general meeting and use the additional time to solicit additional votes, including the solicitation of votes from shareholders that have previously voted. Among other things, approval of the proposal to adjourn the extraordinary general meeting could mean that, even if we had received proxies representing a sufficient number of votes against the proposal to authorize and approve the Merger Agreement and the Cayman Plan of Merger to defeat that proposal, we could adjourn the extraordinary general meeting without a vote on the Merger Agreement and the Cayman Plan of Merger and seek to convince the holders of those shares to change their votes to votes in favor of the proposal to authorize and approve the Merger Agreement and the Cayman Plan of Merger.

Board of Directors Recommendation

Our board of directors unanimously recommends that you vote “FOR” the ordinary resolution to adjourn the extraordinary general meeting if considered necessary by the chairman.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS

AND EXECUTIVE OFFICERS

Ownership of Ordinary Shares of HLSS by Certain Beneficial Owners

The following table sets forth certain information known to the Company regarding the beneficial ownership of ordinary shares of HLSS as of [●], 2015 by: (i) the Company’s named executive officers for the year ended December 31, 2014; (ii) each director of the Company; (iii) each person known by the Company to own beneficially more than five percent of the outstanding ordinary shares of HLSS; and (iv) all current directors and executive officers of the Company as a group. Except as otherwise indicated, (i) all shares are owned directly; and (ii) subject to community property laws where applicable, the persons named in the table have sole voting and investment power with respect to all ordinary shares of HLSS shown as beneficially owned by them. Unless otherwise noted below, the address for all shareholders is c/o Home Loan Servicing Solutions, Ltd., 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands.

In general, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, under SEC rules, a person is deemed, as of any date, to have “beneficial ownership” of any security that such person has the right to acquire within 60 days after such date. The number of shares beneficially owned by each shareholder is determined according to the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under current rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. As a consequence, several persons may be deemed to be the “beneficial owners” of the same shares.

Shares Beneficially Owned (1)

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MARKET PRICE OF ORDINARY SHARES OF HLSS AND DIVIDEND INFORMATION

Prior to April 29, 2015, HLSS ordinary shares were traded on Nasdaq under the trading symbol “HLSS.” Due to HLSS’s failure to meet certain listing requirements, including a determination by Nasdaq that following the completion of the transactions contemplated by the Purchase Agreement, HLSS became a “public shell,” the HLSS ordinary shares were delisted from Nasdaq upon the opening of business on April 29, 2015. On April 29, 2015, HLSS ordinary shares began being quoted on the OTC Pink Marketplace under the symbol “HLSSF.” This change could result in a less liquid market available for existing and potential shareholders to trade ordinary shares of HLSS and could ultimately further depress the trading price of HLSS ordinary shares. The OTC Pink Marketplace has less stringent governance, financial and other standards than Nasdaq. The following table sets forth, for the indicated calendar periods, the daily high and low sales prices of HLSS ordinary shares as reported by Nasdaq or the OTC Pink Marketplace, as applicable:

Pursuant to the Plan of Liquidation, the Company sold the NRZ Shares received by it pursuant to the Purchase Agreement and declared and paid the April 27 Liquidating Distribution in the aggregate amount of approximately $1.2 billion, or $16.613 per share, on April 27, 2015 to holders of record of ordinary shares at the close of business on April 20, 2015. Unless the Merger Agreement is terminated, the Company is not permitted to make any further dividend or distribution other than such April 27 Liquidating Distribution.

The closing sale price of HLSS ordinary shares on Nasdaq on April 2, 2015, the last trading day prior to announcement of the execution of the Merger Agreement, was $17.32 per share. On [●], 2015, which is the most recent practicable date prior to the date of this proxy statement, the closing sale price of our ordinary shares was $[●] per share, which price reflects the effect of the April 27 Liquidating Distribution of approximately $1.2 billion, or $16.613 per share, that the Company paid on April 27, 2015 to holders of record of ordinary shares at the close of business on April 20, 2015. You are encouraged to obtain current market quotations for HLSS ordinary shares.

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FUTURE SHAREHOLDER PROPOSALS AND ADVANCE NOTICE PROCEDURES

If the Merger is completed, the separate corporate existence of HLSS will cease. We intend to hold the 2015 Annual Meeting of Shareholders (referred to in this proxy statement as the “2015 Annual Meeting”) only if the Merger is not completed. In the event that we hold the 2015 Annual Meeting, it would be held on a date more than 30 days from the anniversary of our 2014 Annual Meeting of Shareholders. In such event, we will inform the shareholders of the date and the deadline for submitting proposals under Rule 14a-8 of the Exchange Act in order for any such proposal to be considered for inclusion in our proxy materials, which deadline will be a reasonable time before we begin to print and send our proxy materials to the shareholders.

In the event that we hold the 2015 Annual Meeting, in order for nominations of persons for election as members of our board of directors to be properly made or other business to be properly brought at the time of the 2015 Annual Meeting (without having such proposal included in the Company’s proxy statement and proxy card), shareholders must also comply with the advance notice requirements contained in the Articles. Notice of a shareholder’s intent to bring business or to nominate a person for election as a member of our board of directors before the 2015 Annual Meeting must be received by the secretary of the Company by the close of business on the 10th day following the date on which the Company first makes public disclosure of the 2015 Annual Meeting date, and must include the specified information concerning the proposal or nominee as described in the Articles.

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HOUSEHOLDING OF EXTRAORDINARY GENERAL MEETING MATERIALS

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and related notices with respect to two or more shareholders sharing the same address by delivering a single proxy statement or notice addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. The Company and some brokers household proxy materials, delivering a single proxy statement or notice to multiple shareholders sharing an address unless contrary instructions have been received from one or more of the affected shareholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you instruct us to the contrary. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and related notices, or if you are receiving multiple copies of the proxy statement and related notices and wish to receive only one, please notify your broker if your shares are held in a brokerage account or us if you hold registered shares. You may notify us by sending a written request to Home Loan Servicing Solutions, Ltd., 70 Harbour Drive, Unit N-301A, P.O. Box 10315, Grand Cayman KY1-1003, Cayman Islands or by calling us at (345) 945-3727.

The Company undertakes to deliver promptly, upon written or oral request, a separate copy of the Annual Report on Form 10-K for the year ended December 31, 2014, this proxy statement and the Notice of Extraordinary General Meeting of Shareholders and related notices to a shareholder at a shared address to which a single copy of such documents was delivered. Shareholders may make such request in writing, directed to Home Loan Servicing Solutions, Ltd., 70 Harbour Drive, Unit N-301A, P.O. Box 10315, Grand Cayman KY1-1003, Cayman Islands or by calling us at (345) 945-3727.

OTHER MATTERS

At this time, we know of no other matters to be submitted to our shareholders at the extraordinary general meeting or any adjournment or postponement of the extraordinary general meeting. If any other matters properly come before the extraordinary general meeting or at any adjournment or postponement of the extraordinary general meeting, it is the intention of the persons named in the enclosed proxy card to vote the shares they represent in accordance with their best judgment.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public at the SEC’s website at http://www.sec.gov. You also may obtain free copies of the documents we file with the SEC by going to the Investor Relations section of our website at www.hlss.com. The information provided on our website is not part of this proxy statement, and therefore is not incorporated by reference.

Any person, including any beneficial owner, to whom this proxy statement is delivered may request copies of proxy statements or other information concerning us, without charge, by written or telephonic request directed to Home Loan Servicing Solutions, Ltd., 70 Harbour Drive, Unit N-301A, P.O. Box 10315, Grand Cayman KY1-1003, Cayman Islands, telephone (345) 945-3727, or on our website at www.hlss.com or from the SEC through the SEC’s website at http://www.sec.gov.

NRZ has supplied all information pertaining to NRZ and Merger Sub in this proxy statement and we have supplied all information pertaining to us.

THIS PROXY STATEMENT DOES NOT CONSTITUTE THE SOLICITATION OF A PROXY IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH PROXY SOLICITATION IN THAT JURISDICTION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT TO VOTE YOUR SHARES AT THE EXTRAORDINARY GENERAL MEETING. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT AND, IF GIVEN, SUCH INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US OR ANY OTHER PERSON.

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THIS PROXY STATEMENT IS DATED [●], 2015. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE OR SUCH OTHER DATE AS MAY BE SPECIFIED HEREIN, AND THE MAILING OF THIS PROXY STATEMENT TO SHAREHOLDERS DOES NOT CREATE ANY IMPLICATION TO THE CONTRARY.

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Annex A

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

Dated as of April 6, 2015

among

HOME LOAN SERVICING SOLUTIONS, LTD.,

NEW RESIDENTIAL INVESTMENT CORP.

and

HEXAGON MERGER SUB, LTD.

TABLE OF CONTENTS

i

ii

iii

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 6, 2015, by and among Home Loan Servicing Solutions, Ltd., a Cayman Islands exempted company (the “Company”), New Residential Investment Corp., a Delaware corporation (“Parent”), and Hexagon Merger Sub, Ltd., a Cayman Islands exempted company and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub,” and collectively, with the Company and Parent, the “Parties”).

WHEREAS, concurrently with the execution hereof, the Company, Parent and certain wholly owned Subsidiaries of Parent (the “Parent Acquiring Subsidiaries”) entered into that certain Share and Asset Purchase Agreement (“Share and Asset Purchase Agreement”) pursuant to which the Parent Acquiring Subsidiaries agreed to purchase and the Company agreed to sell substantially all of the assets of the Company;

WHEREAS, the Company, Parent and Merger Sub desire to effect the Merger, pursuant to which the Company shall be merged with and into Merger Sub, with Merger Sub surviving the Merger upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Companies Law (2013 Revision) of the Cayman Islands (the “Cayman Companies Law”), Merger Sub Memorandum and Merger Sub Articles, and each Company Share issued and outstanding immediately prior to the Merger shall be converted into the right to receive the Merger Consideration (defined below);

WHEREAS, the Company Board, the Parent Board and the Merger Sub Board each have approved this Agreement, determined that the terms of this Agreement are in the best interests of the Company, Parent or Merger Sub, as applicable, and their respective shareholders, and declared the advisability of this Agreement and the transactions contemplated hereby;

WHEREAS, the Company Board and the Merger Sub Board have recommended adoption and approval of this Agreement by their respective shareholders; and

WHEREAS, the Company, Parent and Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties and covenants herein and intending to be legally bound, the parties hereto agree as follows:

ARTICLE I

The Merger

Section 1.01 The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Cayman Companies Law, on the Closing Date, the Company shall be merged with and into Merger Sub (the “Merger”). At the Effective Time, the separate corporate existence of the Company shall cease and Merger Sub shall continue as the surviving company in the Merger (the “Surviving Company”).

Section 1.02 Closing. The closing (the “Closing”) of the Merger shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036 at 10:00 a.m., New York City time, on a date to be specified by the Company and Parent, which shall be no later than the second (2^nd) Business Day following the satisfaction or (to the extent permitted by Law) waiver by the party or parties entitled to the benefits thereof of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions); provided, however, that the Closing shall in no event occur prior to the sooner of (x) the date that the Company disposes of or sells the last of the NRZ Shares (as defined in the Share and Asset Purchase Agreement) held by the Company and (y) the date that is ninety (90) days following the date of this Agreement, in each case, subject to the satisfaction or (to the extent permitted by Law) waiver by the party or parties entitled to the benefits thereof of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions), or at such other place, time and date as shall be agreed in writing between the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”

Section 1.03 Effective Time. Subject to the provisions of this Agreement, Parent, Merger Sub and the Company shall execute a plan of merger (the “Cayman Plan of Merger”) substantially in the form contained in Appendix 1 hereto and shall file the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law with the Registrar of Companies of the Cayman Islands as provided in section 233 of the Cayman Companies Law on the Closing Date. The Merger shall become effective at the time when the Cayman Plan of Merger has been registered by the Registrar of Companies of the Cayman Islands or such later time as Merger Sub and the Company may agree and specify in the Cayman Plan of Merger in accordance with the Cayman Companies Law (the “Effective Time”).

Section 1.04 Effects. The Merger shall have the effects specified in the Cayman Companies Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Company shall succeed to and assume all the rights, property of every description, including choses in action, and the business, undertaking, goodwill benefits, immunities and privileges, mortgages, charges or security interests and all contracts, obligations, claims, debts and liabilities of Merger Sub and the Company in accordance with the Cayman Companies Law.

ARTICLE II

Effect on the Share Capital of the Constituent Entities; Exchange of Company Shares

Section 2.01 Effect on Share Capital. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any ordinary shares, par value $0.01 per share, of the Company (the “Company Shares”) or any ordinary shares, par value $0.01 per share, of Merger Sub (the “Merger Sub Shares”) or any other Person:

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(a) Conversion of Merger Sub Shares. Each Merger Sub Share issued and outstanding immediately prior to the Effective Time shall be converted into one (1) fully paid and nonassessable ordinary share, par value $0.01 per share, of the Surviving Company with the same rights, powers and privileges as the shares so converted. From and after the Effective Time, any certificates evidencing Merger Sub Shares shall be deemed for all purposes to represent the number of shares of the Surviving Company into which they were converted in accordance with the immediately preceding sentence.

(b) Cancellation of Treasury Shares and Parent-Owned Shares; Conversion of Subsidiary-Owned Shares.

(i) Each Company Share that is owned by the Company as treasury stock and each Company Share that is owned directly by Parent or Merger Sub immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist or have any rights with respect thereto, and no consideration shall be delivered in exchange therefor.

(ii) Each Company Share that is owned by any direct or indirect wholly owned Subsidiary of Parent (other than Merger Sub) or of Merger Sub shall be converted into such number of shares of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time.

(c) Conversion of Company Shares. Subject to Sections 2.02 and 2.03, each Company Share issued and outstanding immediately prior to the Effective Time (other than shares to be canceled or converted into shares of the Surviving Company in accordance with Section 2.01(b) and Dissenting Shares) shall be converted automatically into the right to receive (x) in the event that the NRZ Shares (as defined in the Share and Asset Purchase Agreement) have all been sold by the Company prior to the Closing Date (as determined in accordance with Section 1.02), $0.704059 in cash or (y) in the event that all or a portion of the NRZ Shares (as defined in the Share and Asset Purchase Agreement) have not been sold by the Company prior to the Closing Date (as determined in accordance with Section 1.02), $0.704059 in cash plus the Net NRZ Share Consideration in cash, in each case, without interest (the “Merger Consideration”). All such Company Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist and the register of members of the Company will be amended accordingly and each holder of a Company Share that is in registered form shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Company Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of Company Shares will be appropriately adjusted to provide to the holders of Company Shares the same economic effect as contemplated by this Agreement prior to such event. As provided in Section 2.02(h), the right of any holder of a Company Share to receive the Merger Consideration

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shall be subject to and reduced by the amount of any required withholding under applicable Tax Law.

Section 2.02 Exchange of Company Shares.

(a) Paying Agent. Prior to the Effective Time, Parent shall appoint a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment and delivery of the Merger Consideration. At or prior to the Effective Time, Parent shall deposit (or cause to be deposited) with the Paying Agent, for the benefit of the holders of Company Shares, for payment in accordance with this Article II through the Paying Agent, cash sufficient to pay the Merger Consideration. All such cash deposited with the Paying Agent is hereinafter referred to as the “Payment Fund.”

(b) Letter of Transmittal. As promptly as reasonably practicable after the Effective Time (and in any event within three (3) Business Days after the Effective Time), the Surviving Company shall cause the Paying Agent to mail to each holder of record of Company Shares a form of letter of transmittal (the “Letter of Transmittal”) (which shall be in such customary form and have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in registered form) as Parent may specify subject to the Company’s reasonable approval), together with instructions thereto.

(c) Merger Consideration Received in Connection with Exchange. Upon the receipt of an “agent’s message” by the Paying Agent, in each case together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration into which such Company Shares have been converted pursuant to Section 2.01. In the event of a transfer of ownership of Company Shares that is not registered in the register of members of the Company, the Merger Consideration may be paid to a transferee if the proper evidence of such transfer is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02(c), each Company Share shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holders of Company Shares are entitled to receive in respect of such shares pursuant to this Section 2.02(c). No interest shall be paid or shall accrue on the cash payable upon surrender of any Company Shares held in registered form.

(d) No Further Ownership Rights in Company Shares. The Merger Consideration paid in accordance with the terms of this Article II upon conversion of any Company Shares shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Company Shares. From and after the Effective Time, there shall be no further registration of transfers on the register of members of the Surviving Company of Company Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Shares held in registered form are presented to Parent or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

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(e) Termination of Payment Fund. Any portion of the Payment Fund (including any and all interest and other proceeds received with respect thereto) that remains undistributed to the holders of Company Shares for one (1) year after the Effective Time shall be delivered to Parent, and any holder of Company Shares who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Consideration without any interest thereon.

(f) No Liability. None of the Company, the Surviving Company, Parent, Merger Sub or the Paying Agent shall be liable to any Person in respect of any portion of the Payment Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any portion of the Payment Fund which remains undistributed to the holders of Company Shares for two (2) years after the Effective Time (or immediately prior to such earlier date on which the Payment Fund would otherwise escheat to, or become the property of, any Governmental Entity), shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto.

(g) Investment of Payment Fund. The Paying Agent shall invest any cash in the Payment Fund if and as directed by Parent. Any interest and other income resulting from such investments shall be paid to, and be the property of, Parent. No investment losses resulting from investment of the Payment Fund shall diminish the rights of any of the Company’s shareholders to receive the Merger Consideration or any other payment as provided herein.

(h) Withholding Rights. Each of Parent, the Company, the Surviving Company and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under applicable Tax Law; provided that Parent shall notify the Company of any amounts that Parent reasonably believes are required to be deducted and withheld from the consideration payable to the holders of the Company Shares ten (10) days prior to the Closing Date (or as soon as reasonably practicable thereafter), and the parties hereto shall cooperate in good faith to attempt to minimize any such amounts required to be deducted and withheld. Amounts so withheld and paid over to the appropriate taxing authority shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

Section 2.03 Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant to section 238 of the Cayman Companies Law shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies

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Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.

ARTICLE III

Representations and Warranties of Parent and Merger Sub

Parent and Merger Sub jointly and severally represent and warrant to the Company that the statements contained in this Article III are true and correct except as set forth in the disclosure letter delivered by Parent to the Company at or before the execution and delivery by Parent and Merger Sub of this Agreement (the “Parent Disclosure Letter”). The Parent Disclosure Letter shall be arranged in numbered and lettered sections corresponding to the numbered and lettered sections contained in this Article III and the disclosure in any section shall be deemed to qualify any other section in this Article III to the extent that it is reasonably apparent from the text of such disclosures that such disclosure also qualifies or applies to such other section.

Section 3.01 Organization, Standing and Power. Each of Parent and Merger Sub is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction in which it is organized and has all corporate power and authority required to execute and deliver this Agreement and to consummate the Merger and the other transactions contemplated hereby and to perform each of its obligations hereunder. Each of Parent and Merger Sub is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership or leasing of its properties make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had a Parent Material Adverse Effect. Parent has made available to the Company, prior to execution of this Agreement, true and complete copies of (a) the certificate of incorporation of Parent in effect as

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of the date of this Agreement and the by-laws of Parent in effect as of the date of this Agreement and (b) the constituent documents of Merger Sub.

Section 3.02 Authority; Execution and Delivery; Enforceability.

(a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity.

(b) No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Section 3.03 No Conflicts; Consents.

(a) The execution and delivery by each of Parent and Merger Sub of this Agreement does not, and the performance by each of Parent and Merger Sub of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or share capital or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub under, any

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provision of (i) the governing or organizational documents of Parent or Merger Sub, (ii) any contract, lease, license, indenture, note, bond, agreement, understanding, undertaking, concession, franchise or other instrument (in each case, to the extent legally binding on the parties thereto) (a “Contract”) to which either Parent or Merger Sub is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.03(b), any judgment, injunction, ruling, award, order or decree (“Judgment”) or statute, law (including common law), ordinance, rule, code or regulation (“Law”), in each case, applicable to Parent or Merger Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had a Parent Material Adverse Effect.

(b) No governmental franchises, licenses, permits, authorizations, variances, exemptions, registrations, certificates, orders and approvals (each a “Permit” and collectively, the “Permits”), consent, approval, clearance, waiver or order (collectively, with the Permits, the “Consents” and each, a “Consent”) of or from, or registration, declaration, notice or filing made to or with, any federal, national, state, provincial or local, whether domestic, foreign or supranational government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, whether domestic, foreign or supranational (a “Governmental Entity”), is required to be obtained or made by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law with the Registrar of Companies of the Cayman Islands and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iii) compliance with the NYSE and NASDAQ rules and regulations and (iv) such other matters that, individually or in the aggregate, have not had a Parent Material Adverse Effect.

Section 3.04 Information Supplied. None of the information supplied or to be supplied in writing on behalf of Parent or Merger Sub expressly for inclusion or incorporation by reference in the Proxy Statement will, at the date the Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. No representation is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement, other than information supplied in writing on behalf of Parent or Merger Sub expressly for inclusion or incorporation by reference therein.

Section 3.05 Litigation. There is no suit, action, arbitration or other proceeding pending or, to the Knowledge of Parent, threatened, against Parent or Merger Sub, in each case, as of the date of this Agreement, that, individually or in the aggregate, has had a Parent Material

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Adverse Effect, nor is there any Judgment outstanding against or, investigation by any Governmental Entity pending or, to the Knowledge of the Parent, threatened, involving Parent or Merger Sub that, individually or in the aggregate, has had a Parent Material Adverse Effect.

Section 3.06 Brokers’ Fees and Expenses. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Merger or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or Merger Sub.

Section 3.07 Merger Sub. Parent (or a direct or indirect wholly owned Subsidiary of Parent) is the sole shareholder of Merger Sub. Since its date of incorporation, Merger Sub has not carried on any business nor conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Section 3.08 No Other Representations or Warranties. Except for the representations and warranties contained in this Article III or in any certificate delivered by Parent or Merger Sub to the Company in accordance with the terms hereof, the Company acknowledges that none of Parent, Merger Sub or any other Person on behalf of Parent makes any other express or implied representation or warranty in connection with the transactions contemplated by this Agreement.

ARTICLE IV

Representations and Warranties of the Company

The Company represents and warrants to Parent and Merger Sub that the statements contained in this Article IV are true and correct except (i) as set forth in all certificates, reports, forms, statements and other documents (including any amendments, exhibits, schedules and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2013 (such documents, together with any documents furnished or filed with the SEC during such period by the Company, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”) (including any amendments thereto) filed and publicly available after January 1, 2014 and prior to the date of this Agreement (the “Filed Company SEC Documents”) (provided that nothing disclosed in such Filed Company SEC Documents shall be deemed to be a qualification of or modification to the representations and warranties set forth in Section 4.01, 4.02, 4.03, 4.04, 4.05 and 4.14 excluding any disclosures in the Filed Company SEC Documents under the headings “Risk Factors” or “Forward-Looking Statements” or any other disclosures or risks therein to the extent that such disclosures are similarly cautionary, non-specific, predictive or forward-looking in nature, or (ii) as set forth in the disclosure letter delivered by the Company to Parent at or before the execution and delivery by the Company of this Agreement (the “Company Disclosure Letter”). The Company Disclosure Letter shall be arranged in numbered and lettered sections corresponding to the numbered and lettered sections contained in this Article IV and the disclosure in any section shall be deemed to qualify any other section in this Article IV to the extent that it is reasonably apparent from the text of such disclosures that such disclosure also qualifies or applies to such other section.

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Section 4.01 Organization, Standing and Power. The Company is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries where the failure to be so organized, exist or be in good standing, has not had, individually or in the aggregate, a Company Material Adverse Effect. The Company has all requisite power and authority to conduct its businesses as presently conducted, except where the failure to have such power or authority, individually or in the aggregate, has not had a Company Material Adverse Effect. The Company is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership or leasing of its properties make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed has not had, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of (a) the Amended and Restated Memorandum of Association of the Company in effect as of the date of this Agreement (the “Company Memorandum”) and (b) the Amended and Restated Articles of Association of the Company in effect as of the date of this Agreement (the “Company Articles”). The Company is not in violation of the Company Memorandum or Company Articles.

Section 4.02 No Company Subsidiaries. The Company does not own, directly or indirectly, any share capital or voting securities of, or other equity interests in, or any interest convertible into or exchangeable or exercisable for, any share capital or voting securities of, or other equity interests in, any firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity.

Section 4.03 Capital Structure.

(a) The authorized share capital of the Company consists of 200,000,000 Company Shares. At the close of business on April 3, 2015, 71,016,771 Company Shares were issued and outstanding. Except as set forth in this Section 4.03(a), at the close of business on April 3, 2015, no share capital or voting securities of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. From the close of business on April 3, 2015 to the date of this Agreement, there have been no issuances by the Company of share capital or voting securities of, or other equity interests in, the Company. Except as set forth in Section 4.03(a) of the Company Disclosure Letter, there is no secured Indebtedness of the Company outstanding that would give rise to a consent right of a secured creditor under the Cayman Companies Law.

(b) All outstanding Company Shares are, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Cayman Companies Law, the Company Articles or any Contract to which the Company is a party or otherwise bound. All grants of equity awards or other rights with respect to Company Shares to current or former directors, officers, employees, agents or consultants of the Company have been made in accordance with the terms of the Company’s 2013 Equity Incentive Plan and award agreements thereunder and any policy of the Company or the Board of Directors of the Company (the “Company Board”) (including any committee

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thereof), the Exchange Act and all other applicable Laws, including the rules of NASDAQ, relating to the grant of such awards or rights. Except as set forth above in this Section 4.03, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any share capital or voting securities of, or other equity interests in, the Company or any securities of the Company convertible into or exchangeable or exercisable for shares of share capital or voting securities of, or other equity interests in, the Company, (y) any warrants, calls, options or other rights to acquire from the Company, or any other obligation of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, any share capital or voting securities of, or other equity interests in, the Company or (z) any rights issued by or other obligations of the Company that are linked in any way to the price of any class of Company share capital or any shares of share capital or voting securities of, or other equity interests in, the Company, the value of the Company, any part of the Company or any dividends or other distributions declared or paid on any share capital or voting securities of, or other equity interests in, the Company. Except for acquisitions, or deemed acquisitions, of Company Shares, there are not any outstanding obligations of the Company to repurchase, redeem or otherwise acquire any shares of share capital or voting securities or other equity interests of the Company or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. There are no debentures, bonds, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the Company’s shareholders may vote (“Company Voting Debt”). The Company is not a party to any voting agreement with respect to the voting of any share capital or voting securities of, or other equity interests in, the Company. The Company is not a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company.

Section 4.04 Authority; Execution and Delivery; Enforceability.

(a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the Merger, to the affirmative vote of shareholders representing two-thirds or more of the voting power of the Company Shares present and voting in person or by proxy at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Company Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that entering into this Agreement and the Cayman Plan of Merger is in the best interests of the Company and its shareholders, (iii) declaring this Agreement and the Cayman Plan of Merger advisable and (iv) recommending that the Company’s shareholders adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement and the Cayman Plan of Merger be submitted to the Company’s shareholders for adoption at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate action on the part of the Company is necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents

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required to effect the Merger pursuant to the Cayman Companies Law). The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity.

(b) No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement. There are no rights plans, anti-takeover plans or other Contracts or understandings to which the Company is a party or by which the Company is bound with respect to their respective equity securities.

Section 4.05 No Conflicts; Consents.

(a) The execution and delivery by the Company of this Agreement does not, and the performance by it of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement will not, conflict with, or result in any violation of or default, facility early amortization event or target amortization event (in any case, with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, amortization or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or share capital or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company, any provision of (i) the Company Articles (assuming that the Company Shareholder Approval is obtained), (ii) any Contract to which the Company is a party or by which any of its respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b) any Judgment or Law, in each case, applicable to the Company or its respective properties or assets (assuming that the Company Shareholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had a Company Material Adverse Effect.

(b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC of the Proxy Statement in preliminary and definitive forms, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement (including the requirement under the Exchange Act for the shareholders of the Company to approve or disapprove, on an advisory basis, certain compensation that may become payable to the Company’s named executive officers in connection with the completion of the Merger), (ii) the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law with the Registrar of Companies of the Cayman Islands and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the

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Company are qualified to do business, (iii) compliance with the NYSE and NASDAQ rules and regulations; and (iv) such other matters that, individually or in the aggregate, have not had a Company Material Adverse Effect.

Section 4.06 SEC Documents; Undisclosed Liabilities.

(a) The Company has furnished or filed all Company SEC Documents. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents.

(b) Each Company SEC Document (i) at the time filed, complied or, if not yet filed, will comply in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain or, if not yet filed, will not contain, any untrue statement of a material fact or not omit or, if not yet filed, will not omit, to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements (including all related notes) of the Company included in the Company SEC Documents complied or, if not yet filed, will comply at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared or, if not yet filed, will be prepared, in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (i) as may be indicated in the notes thereto or (ii) as permitted by Regulation S-X) and fairly presented or, if not yet filed, will fairly present, in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in equity for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

(c) Except (i) as reflected or reserved against in the Company’s consolidated unaudited balance sheet as of September 30, 2014 (or the notes thereto) included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred in connection with or expressly contemplated by this Agreement, (iii) for liabilities and obligations that have been incurred in the ordinary course of business since September 30, 2014 and (iv) for liabilities and obligations that have been discharged or paid in full in the ordinary course of business, none of the Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), that individually or in the aggregate, have had a Company Material Adverse Effect.

(d) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements

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contained in such certifications are true and accurate as of the date of such certifications. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.

(e) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.

(g) The Company is not a party to, or has any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.

(h) The Company has disclosed, based on the most recent evaluation of its principal executive officer and its principal financial officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which could reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information in any material respect and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls.

Section 4.07 Information Supplied. The Proxy Statement will, at the date the Proxy Statement is first mailed to the Company’s shareholders and at the time of the Company Shareholders Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No representation is made by the Company with respect to

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statements made or incorporated by reference therein based on written information supplied by Parent or Merger Sub expressly for inclusion or incorporation by reference therein.

Section 4.08 Intentionally Omitted.

Section 4.09 Litigation.

(a) There is no litigation, suit, action, arbitration or other proceeding pending as of the date of this Agreement or, to the Knowledge of the Company, threatened as of the date of this Agreement, against the Company or, to the Knowledge of the Company, Ocwen or any Subsidiary of Ocwen or any of their respective or any of its properties, assets, directors, officers or employees that, individually or in the aggregate, has had a Company Material Adverse Effect, nor is there any Judgment outstanding against or investigation by any Governmental Entity pending as of the date of this Agreement or, to the Knowledge of the Company, threatened involving, the Company or, to the Knowledge of the Company, Ocwen or any Subsidiary of Ocwen or any of their respective properties, assets, directors, officers or employees that, individually or in the aggregate, has had a Company Material Adverse Effect.

(b) Section 4.09(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true, correct and complete list of each litigation, suit, action, arbitration, other proceeding and Judgment that (i) resulted in any criminal sanctions to the Company, (ii) within the last three years resulted in a Judgment requiring payments in excess of $500,000, in each case by or against the Company or, in their capacity as such, any of their respective officers, directors or employees, or (iii) imposed any injunctive relief with respect to, or that has required the Company to alter, its business practices.

Section 4.10 Compliance with Applicable Laws.

(a) (i) Except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, none of the Company, any Company Subsidiary or their respective Affiliates or (ii) to the Knowledge of the Company, except as would not reasonably be expected to have a Company Material Adverse Effect, no service provider acting on behalf of the foregoing, Ocwen or any Subsidiary of Ocwen, in each case, is or has during the past three (3) years until the date of this Agreement, been in conflict with, in default with respect to or in violation of any Law applicable to such Persons or by which any property or asset of such Persons is bound, nor has the Company or any Company Subsidiary received, any written notice from any Governmental Entity with respect to the Company or any Company Subsidiary that (A) alleges or relates to any material violation or noncompliance (or that any of such Persons is under investigation or the subject of an inquiry by any such Governmental Entity for such alleged material violation or noncompliance by such Persons) with any applicable Law or (B) would be reasonably likely to result in a material fine, assessment or cease and desist order, or the suspension, revocation or material limitation or restriction of any permit. Except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, neither the Company nor any Company Subsidiary nor, to the Knowledge of the Company, to the extent reasonably related to the business, operations or activities of the Company or any Company Subsidiary, Ocwen or any Subsidiary of Ocwen, in each case, has, during the past three (3) years until the date of this

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Agreement, entered into any agreement or settlement with any Governmental Entity with respect to its noncompliance with, or violation of, any applicable Law.

(b) Since January 1, 2012, (i) none of the Company or any officer, director, or, to the Knowledge of the Company, employee of the Company or any of their respective agents or representatives (A) has directly or indirectly offered, promised or made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment in respect of the Company to any Person, private or public, regardless of what form, (B) is or has otherwise been in violation of any applicable anti-bribery, anti-corruption or similar Laws, including the U.S. Foreign Corrupt Practices Act of 1977 (15 U.S. Code Section 78dd-1, et seq.) and the UK Bribery Act 2010 except as would not reasonably be expected to be material to the Company, taken as a whole or (C) has received any notice from, or voluntarily provided any notice to, a Governmental Entity with respect to or otherwise affecting the Company that alleges any of the foregoing; and (ii) the Company has complied and is in compliance in all material respects with applicable provisions of the U.S. export, anti-boycott, and sanctions laws, and regulations implemented thereunder.

Section 4.11 Contracts. Except as set forth on Section 4.11 of the Company Disclosure Letter, as of the date of this Agreement, the Company is not a party to any Contract.

Section 4.12 Affiliated Transactions.

(a) As of the date of this Agreement, no Related Person is a party to any Contract with or binding upon the Company or any of their respective properties or assets or has any material interest in any property used by the Company.

(b) A “Related Person” shall mean (i) each present or former director, officer, shareholder, partner, member or employee of the Company or any Affiliate of the Company, other than Parent or any of its Affiliates and (ii) each of Ocwen and Altisource and their respective Representatives.

Section 4.13 Investment Company Act of 1940. The Company is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Section 4.14 Brokers’ Fees and Expenses. No broker, investment banker, financial advisor or other Person, other than CitiGroup Global Markets Inc. (the “Company Financial Advisor”), the fees and expenses of which will be paid by the Company, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Merger or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company. Section 4.14 of the Company Disclosure Letter sets forth, as of the date of this Agreement, the Company’s good faith estimate of the out-of-pocket fees and expenses it will incur to its financial, legal and other advisors in connection with this Agreement and the transactions contemplated hereby.

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ARTICLE V

Covenants

Section 5.01 Covenant Not to Conduct Business. Except for matters expressly required by this Agreement, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time, the Company shall not conduct any business except (i) as required by applicable Law, (ii) as expressly required by the Plan of Complete Liquidation and Dissolution (as defined in the Share and Asset Purchase Agreement) in all cases in a manner consistent with the Services Agreement (as defined in the Share and Asset Purchase Agreement), or (iii) as may be required to comply with its obligations pursuant to the Share and Asset Purchase Agreement, the Services Agreement (as defined in the Share and Asset Purchase Agreement) and the Registration Rights Agreement (as defined in the Share and Asset Purchase Agreement). Without limiting the foregoing, in no event shall the Company make any dividend or distribution other than as expressly set forth in the Plan of Complete Liquidation and Dissolution. The Company agrees and acknowledges that any Critical Covenant Breach (as defined in the Share and Asset Purchase Agreement) shall be deemed to be a material breach of this Section 5.01.

ARTICLE VI

Additional Agreements

Section 6.01 Preparation of the Proxy Statement; Company Shareholders Meeting.

(a) As promptly as reasonably practicable following the date of this Agreement (but in no event later than twenty (20) Business Days after the date of this Agreement), the Company shall, in consultation with Parent, prepare and cause to be filed with the SEC a proxy statement to be sent to the Company’s shareholders relating to the Company Shareholders Meeting (together with any amendments or supplements thereto and the letter to shareholders, notice of meeting, and form of proxy and any other document incorporated or related therein, the “Proxy Statement”). Parent shall furnish all information concerning Parent and its Affiliates to the Company as is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement or as otherwise requested by the SEC or required by Law, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be included therein that is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement or as otherwise requested by the SEC or required by Law. The Company shall promptly notify Parent upon the receipt of any written or oral comments from the SEC or any written or oral request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement and to cause the SEC as promptly as practicable to clear the final Proxy Statement for mailing to its shareholders. Notwithstanding the foregoing, prior to filing or mailing the Proxy

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Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (A) shall provide Parent a reasonable opportunity to review and comment on the Proxy Statement or response (including the proposed filed version of the Proxy Statement or response) and (B) shall include in such filing of the Proxy Statement or response all comments reasonably proposed by Parent.

(b) If prior to the Effective Time any change occurs with respect to information supplied by Parent expressly for inclusion in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, Parent shall promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement, and as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s shareholders. Nothing in this Section 6.01(b) shall limit the obligations of any party under Section 6.01(a).

(c) If prior to the Effective Time any event occurs with respect to the Company or any change occurs with respect to any information in the Proxy Statement (other than the information contemplated by Section 6.01(b)), which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly notify Parent of such event, and the Company shall as promptly as practicable file any necessary amendment or supplement to the Proxy Statement with the SEC and, as required by Law, disseminate the information contained in such amendment or supplement to the Company’s shareholders. Nothing in this Section 6.01(c) shall limit the obligations of any party under Section 6.01(a).

(d) The Company shall, as promptly as practicable after the SEC clears the Proxy Statement (but in any event within twenty-five (25) Business Days thereafter), duly call, give notice of, convene and hold the Company Shareholders Meeting (with the record date and meeting date to be selected after reasonable consultation with Parent) for the sole purpose of (i) seeking the Company Shareholder Approval; and (ii) in accordance with Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, seeking advisory approval of a proposal to the Company’s shareholders for a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the completion of the Merger. The Company shall use its reasonable best efforts to (i) cause the Proxy Statement to be mailed to the Company’s shareholders and to hold the Company Shareholders Meeting, as soon as practicable after the SEC clears the Proxy Statement and (ii) solicit the Company Shareholder Approval. The Company shall, through the Company Board, recommend to its shareholders that they give the Company Shareholder Approval (the “Company Recommendation”) and shall include such recommendation in the Proxy Statement. With the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), prior to the date for which the Company Shareholders Meeting is scheduled, the Company may (on not more than one (1) occasion) change, postpone or adjourn the date for which the Company Shareholders Meeting is scheduled, or change the record date for the Company Shareholders Meeting, provided, that the Company in good faith believes that such change, postponement or adjournment would reasonably be expected to increase the likelihood of obtaining the Company Shareholder Approval. If, on the date for which the Company Shareholders Meeting is scheduled, the Company has not received proxies

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representing a sufficient number of votes to obtain the Company Shareholder Approval or to obtain a quorum for the Company Shareholders Meeting, Parent may cause the Company to, and the Company (with the prior written consent of Parent which shall not be unreasonably withheld, conditioned or delayed) may postpone or adjourn the Company Shareholders Meeting for a period not to exceed ninety (90) days, and in no event past the End Date, in order to seek to obtain the Company Shareholder Approval.

(e) Promptly following the execution of this Agreement, the Company shall, in accordance with the Cayman Companies Law, take all actions reasonably necessary to postpone its annual general meeting of shareholders with a view to convening such meeting following the Closing Date.

Section 6.02 Access to Information; Confidentiality. Subject to applicable Law, the Company shall afford to Parent and to the Representatives of Parent reasonable access, upon reasonable advance notice, during the period prior to the Effective Time, to all their respective properties, books, contracts, commitments and records; provided, however, that the Company shall not be required to permit such access or make such disclosure, to the extent it determines, after consultation with outside counsel, that such disclosure or access would reasonably be likely to (i) result in the loss of any attorney-client privilege (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege) or (ii) violate any Law (provided that the Company shall use its reasonable best efforts to provide such access or make such disclosure in a manner that does not violate Law). If any material is withheld by the Company pursuant to the proviso to the preceding sentence, the Company shall inform Parent as to the general nature of what is being withheld. Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure to Parent pursuant to this Section 6.02 to the extent such access or information is reasonably pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties. All information exchanged pursuant to this Section 6.02 shall be subject to the confidentiality agreement, dated as of January 30, 2015, between Parent and the Company (the “Confidentiality Agreement”).

Section 6.03 Efforts to Consummate. Subject to the terms and conditions herein provided, each of Parent and the Company shall use their respective reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as promptly as practicable after the date of this Agreement the transactions contemplated by this Agreement including (i) preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”), (ii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals, (iii) the obtaining of all other necessary Consents from third parties, and (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement; provided that (x) no party shall be required to pay (and the Company and its Subsidiaries shall

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not pay or agree to pay without the prior written consent of Parent) any fee, penalty or other consideration to any third party for any Consent required for the consummation of the transactions contemplated by this Agreement under any Contract and (y) the consent of Parent shall be required with respect to any amendment or modification to any Contract in connection with obtaining any such Consent that is adverse in any material respect to Parent or the Company or any Company Subsidiary.

Section 6.04 Indemnification, Exculpation and Insurance.

(a) Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms. From and after the Effective Time, each of Parent and the Surviving Company agrees that it will indemnify and hold harmless each individual who is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or any of the Company Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law. In the event of any such claim, action, suit or proceeding, each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Company within ten (10) Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the Cayman Companies Law or the Articles of Association or the Memorandum of Association of the Surviving Company, to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification. Without limiting the foregoing, in the event that any claim is brought against any Company Indemnified Party, (x) Parent shall have the right to assume or direct any of its Subsidiaries to assume the defense thereof with legal counsel of Parent’s choosing, and if Parent shall assume or direct any of its Subsidiaries to assume the defense, then Parent or such Subsidiary, as applicable, shall not be liable to such Company Indemnified Party for any legal expenses of other counsel or any expenses subsequently incurred by such Company Indemnified Party in connection with the defense thereof; provided, however, that such Company Indemnified Party may employ counsel of its own choosing, and Parent or such Subsidiary, as applicable, shall

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advance to such Company Indemnified Party reasonable legal expenses of such counsel, if (i) Parent does not timely assume the defense thereof or (ii) under applicable standards of professional conduct, there is an actual or potential conflict of interest between the legal defenses for Parent (or the Subsidiary) and those for the Company Indemnified Party in the conduct of the defense of an action; (y) the Company Indemnified Party shall cooperate with Parent or such Subsidiary, as applicable, in the defense of any such matter; and (z) Parent or such Subsidiary, as applicable, shall not be liable for any settlement of any claim effected without its written consent (such consent not to be unreasonably withheld).

(b) In the event that the Surviving Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving company or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, the Surviving Company shall cause proper provision to be made so that the successors and assigns of the Surviving Company assume the obligations set forth in this Section 6.04(b).

(c) The provisions of this Section 6.04 (i) shall survive consummation of the Merger, (ii) are intended to be for the benefit of, and will be enforceable by, each indemnified or insured party (including the Company Indemnified Parties), his or her heirs and his or her representatives, and (iii) are in addition to, and not in substitution for, any other rights to insurance indemnification or contribution that any such Person may have by contract or otherwise.

(d) For the avoidance of doubt, notwithstanding that the Company Indemnified Parties may be entitled to indemnification pursuant to one or more provisions under this Agreement, the Share and Asset Purchase Agreement or otherwise, in no event shall any such Company Indemnified Party be entitled to be recover more than once in respect of the same claims, losses, liabilities, damages, judgments, inquiries, fines, fees, cost or expenses.

Section 6.05 Section 16 Matters. Prior to the Effective Time, the Company and Merger Sub each shall take all such steps as may be required to cause any dispositions of Company Shares (including derivative securities with respect to Company Shares) resulting from the Merger and the other transactions contemplated by this Agreement by each individual who will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 6.06 Public Announcements. Except with respect to any dispute regarding this Agreement or the transactions contemplated hereby, Parent and the Company shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement, including the Merger, and shall not issue any such press release or make any such public statement prior to such consultation, except as such party may reasonably conclude, after consultation with legal counsel, is required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (in which case the disclosing party shall consult with the other party in advance of such disclosure to the extent practicable under the circumstances). The Company and Parent

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agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreement.

Section 6.07 Merger Sub and Parent Subsidiaries. Parent shall cause each of Merger Sub and any other applicable Subsidiary of Parent to comply with and perform all of its obligations under or relating to this Agreement, including in the case of Merger Sub to consummate the Merger on the terms and conditions set forth in this Agreement.

Section 6.08 Takeover Statute; Rights Agreement. If any “fair price,” “moratorium,” “control share acquisition,” “interested shareholder,” “business combination” or other form of antitakeover statute or regulation shall or may become applicable to the transactions contemplated herein, the Company Board shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated herein may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or, if not possible to eliminate, minimize the effects of such statute or regulation on the transactions contemplated herein.

Section 6.09 Director Resignation. At the written request of Parent prior to the Closing, the Company shall use reasonable best efforts to obtain the resignation of the members of the Company Board specified in such request by Parent who are in office immediately prior to the Effective Time, which resignations shall be effective at, and contingent upon the occurrence of, the Effective Time.

Section 6.10 NASDAQ Delisting. Each of the Company and Parent shall take such actions reasonably required to cause the Company Shares to be de-listed from the NASDAQ and de-registered under the Exchange Act as soon as practicable following the Effective Time (unless such parties mutually agree to an earlier date).

Section 6.11 Litigation; Other Matters.

(a) Parent shall (i) defend and assume control over and bear all responsibility in respect of any litigation, suit, action, claim, demand, investigation or other proceedings, and any settlement or compromise thereof against the Company and/or any of its respective officers or directors, including any litigation, suit, action, claim, demand, investigation or other proceedings by any shareholder of the Company (on its own behalf or on behalf of the Company) (“Litigation”), (ii) keep the Company reasonably informed regarding any Litigation and (iii) reasonably consult with the Company regarding the defense and any settlement or compromise of any Litigation and reasonably consider the Company’s views with respect to any Litigation.

(b) The Company shall (a) give prompt written notice to Parent of any material written communications (and shall deliver copies thereof) received from, or delivered to, any shareholders of the Company or any Related Person (in each case, other than any

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director, officer or employee of the Company) or the Company’s auditors or any Governmental Entity and (b) reasonably consult with the Parent in connection with the foregoing.

Section 6.12 Company Plan Terminations. Prior to the Closing Date, the Company will (i) terminate the Company’s 2013 Equity Incentive Plan and (ii) take all actions it deems reasonably necessary to provide for the settlement of each award granted under the Company’s 2013 Equity Incentive Plan that remains outstanding as of immediately prior to the Effective Time without the payment of any consideration in respect thereof, in each case effective no later than immediately prior to the Effective Time.

ARTICLE VII

Conditions Precedent

Section 7.01 Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:

(a) Shareholder Approval. The Company Shareholder Approval shall have been obtained.

(b) No Legal Restraints. No applicable Law and no Judgment, preliminary, temporary or permanent, or other legal restraint or prohibition and no binding order, decree or determination by any Governmental Entity (collectively, the “Legal Restraints”) shall be in effect, and no suit, action or other proceeding shall have been instituted by any Governmental Entity and remain pending which is reasonably likely to result in a Legal Restraint, in each case, that prevents, makes illegal or prohibits the consummation of the Merger and the other transactions contemplated hereby.

Section 7.02 Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger are further subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:

(a) Representations and Warranties. The representations and warranties of Parent and Merger Sub contained in this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) at and as of the date of this Agreement and at and as of the Closing Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein), individually or in the aggregate, has not had a Parent Material Adverse Effect.

(b) Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date.

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(c) Parent Certificate. Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its chief executive officer or chief financial officer, certifying to the effect that the conditions set forth in Sections 7.02(a) and 7.02(b) have been satisfied.

Section 7.03 Conditions to Obligation of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are further subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:

(a) Representations and Warranties. (i) The representations and warranties of the Company contained in this Agreement (except for the representations and warranties contained in Section 4.03(a)) shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) at and as of the date of this Agreement and at and as of the Closing Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein), individually or in the aggregate, has not had a Company Material Adverse Effect and (ii) the representations and warranties of the Company contained in Section 4.03(a) shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as if made at and as of such time, except for de minimis inaccuracies.

(b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

(c) No Company Material Adverse Effect. During the period from the date of this Agreement to the Closing Date, there shall not have occurred a Company Material Adverse Effect.

(d) Company Certificate. The Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or Chief Financial Officer, certifying to the effect that the conditions set forth in Sections 7.03(a), 7.03(b) and 7.03(c) have been satisfied.

(e) Dissenting Shares. The aggregate number of Company Shares for which appraisal rights have been properly exercised as set forth in Section 2.03 and not withdrawn shall not exceed, as of the time immediately prior to the Closing, 10% of the total number of Company Shares issued and outstanding as of the date hereof.

ARTICLE VIII

Termination, Amendment and Waiver

Section 8.01 Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Company Shareholder Approval:

(a) by mutual written consent of the Company and Parent;

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(b) by either the Company or Parent:

(i) if the Merger is not consummated on or before the End Date. The “End Date” shall mean the nine (9) month anniversary of the date of this Agreement; provided, however, that the right to terminate this Agreement under this Section 8.01(b)(i) shall not be available to Parent if Parent’s breach of any provision of this Agreement directly or indirectly causes the failure of the Closing to be consummated by the End Date;

(ii) if the condition set forth in Section 7.01(b) is not satisfied and the Legal Restraint giving rise to such non-satisfaction shall have become final and non-appealable;

(iii) if the Company Shareholder Approval shall not have been obtained at a duly convened Company Shareholders Meeting or any adjournment or postponement thereof at which the vote was taken;

(c) by the Company, if Parent or Merger Sub has breached any representation, warranty, covenant or agreement contained in this Agreement, or if any representation or warranty of Parent or Merger Sub has become untrue, in each case, such that the conditions set forth in Section 7.02(a) or 7.02(b), as the case may be, could not be satisfied; provided, however, that the Company may not terminate this Agreement pursuant to this Section 8.01(c) unless any such breach or failure to be true has not been cured within thirty (30) days after written notice by the Company to Parent informing Parent of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and provided, further, that the Company may not terminate this Agreement pursuant to this Section 8.01(c) if the Company is then in breach of this Agreement in any material respect;

(d) by Parent, if the Company has breached any representation, warranty, covenant or agreement contained in this Agreement, or if any representation or warranty of the Company has become untrue, in each case, such that the conditions set forth in Section 7.03(a) or 7.03(b), as the case may be, could not be satisfied; provided, however, that Parent may not terminate this Agreement pursuant to this Section 8.01(d) unless any such breach or failure to be true has not been cured within thirty (30) days after written notice by Parent to the Company informing the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and provided, further, that Parent may not terminate this Agreement pursuant to this Section 8.01(d) if Parent is then in breach of this Agreement in any material respect;

(e) by Parent prior to the receipt of the Company Shareholder Approval, in the event that the Company shall have breached in any material respect its obligations under Section 6.01(d) by failing to call, give notice of, convene or and/or hold the Company Shareholders Meeting in accordance with Section 6.01(d); or

(f) by Parent in the event that a Critical Covenant Breach (as defined in the Share and Asset Purchase Agreement) has occurred.

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Section 8.02 Effect of Termination. In the event of termination of this Agreement by either Parent or the Company as provided in Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of the Company, Parent or Merger Sub, other than this Section 8.02, Section 8.03, and Article IX, which provisions shall survive such termination, provided, however, no such termination shall relieve any party from any liability or damages for any willful breach of this Agreement.

Section 8.03 Fees and Expenses. Except as specifically provided for herein, all fees and expenses incurred in connection with the Merger and the other transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses, whether or not such transactions are consummated.

Section 8.04 Amendment. This Agreement may be amended by the parties at any time before or after receipt of the Company Shareholder Approval; provided, however, that (i) after receipt of the Company Shareholder Approval, there shall be made no amendment that by Law requires further approval by the Company’s shareholders without the further approval of such shareholders, and (ii) except as provided above, no amendment of this Agreement shall be submitted to be approved by the Company’s shareholders unless required by Law. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

Section 8.05 Extension; Waiver. At any time prior to the Effective Time, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement, (c) waive compliance with any covenants and agreements contained in this Agreement or (d) waive the satisfaction of any of the conditions contained in this Agreement. No extension or waiver by the Company shall require the approval of the Company’s shareholders unless such approval is required by Law. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

Section 8.06 Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver pursuant to Section 8.05 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the shareholders of either Parent or the Company.

ARTICLE IX

General Provisions

Section 9.01 Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this

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Agreement shall survive the Effective Time. This Section 9.01 shall not limit Section 8.02 or any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

Section 9.02 Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally; (b) on the date sent if receipt is confirmed and sent by facsimile or electronic mail and receipt thereof is confirmed in writing (other than by automated response); and (c) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

Home Loan Servicing Solutions, Ltd.

c/o Intertrust Corporate Services (Cayman) Limited

190 Elgin Avenue

George Town, Grand Cayman

KY1-9005

Cayman Islands

Phone: (345) 945-3727

with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Phone: (212) 310-8000

Facsimile: (212) 310-8007

Email: frederick.green@weil.com

Attention: Frederick S. Green, Esq.

New Residential Investment Corp.

c/o FIG LLC

1345 Avenue of the Americas, 46th Floor

New York, New York 10105

Phone: (212) 479-1522

Facsimile: (212) 798-6070

Email: cmacdougall@fortress.com

Attention: Cameron MacDougall, Esq.

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with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Phone: (212) 735-3000

Section 9.03 Definitions. For purposes of this Agreement:

An “Affiliate” of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. For purposes of this definition, “control” (including the terms “controlled by” and “under common control with”) means possession of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of securities or partnership or other ownership interest, by Contract or otherwise. For the avoidance of doubt, each of Ocwen and Altisource and their respective Subsidiaries are deemed not to be an Affiliate of the Company.

“Altisource” means Altisource Portfolio Solutions S.A.

“Business Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking and savings and loan institutions are authorized or required by Law to be closed in New York City or the Cayman Islands.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Material Adverse Effect” means, except as hereinafter provided, any fact, circumstance, occurrence, effect, change, event or development that, individually or in the aggregate, (i) is or would reasonably be expected to be materially adverse to the business, properties, financial condition or results of operations of the Company, taken as a whole; provided, however, that any fact, circumstance, occurrence, effect, change, event or development to the extent arising from or related to (except, in the case of clauses (a), (b), (c), (d), (e) or (h) below, if disproportionately affecting the Company, individually or in the aggregate, relative to other companies of a similar size in the industries in which the Company operates): (a) conditions affecting the United States economy or the global economy generally, (b) political conditions (or changes in such conditions) in the United States or any other country or region in the world or acts of war, sabotage or terrorism (including any escalation or general worsening of any such acts of war, sabotage or terrorism) in the United States or any other country or region of the world occurring after the date of this Agreement, (c) changes in the financial, banking or securities markets in the United States or any other country or region in the world, (d) changes required by GAAP, (e) changes in any Laws, (f) any failure by such Person to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or

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after the date of this Agreement (provided that the underlying causes of any such failure may be considered in determining whether a Company Material Adverse Effect has occurred to the extent not otherwise excluded by another exception herein), (g) the public announcement (including as to the identity of the parties hereto) of the Merger or any of the other transactions contemplated hereby (it being understood that, for the avoidance of doubt, for purposes of Section 3.03 and Section 4.05, effects resulting from or arising in connection with the matters set forth in this clause (g) of this definition shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur), or (h) the occurrence of natural disasters, shall not be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur, or (ii) would reasonably be expected to prevent or materially impair or materially delay the Company from consummating the transactions contemplated by this Agreement.

“Company Subsidiary” means any Subsidiary of the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Indebtedness” means, with respect to any Person, without duplication, (i) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind to such Person, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) all capitalized lease obligations of such Person or obligations of such Person to pay the deferred and unpaid purchase price of property and equipment, other than trade payables incurred in the ordinary course of business, (iv) all obligations of such Person pursuant to securitization or factoring programs or arrangements, (v) all guarantees and arrangements having the economic effect of a guarantee of such Person of any other Indebtedness of any other Person, (vi) all obligations or undertakings of such Person to maintain or cause to be maintained the financial position or financial covenants of third parties not affiliated with such Person or to purchase the obligations or property of such third parties, (vii) net cash payment obligations of such Person under swaps, options, derivatives and other hedging agreements or arrangements that will be payable upon termination thereof (assuming they were terminated on the date of determination), (viii) reimbursement obligations under letters of credit, bank guarantees, and other similar contractual obligations entered into by or on behalf of such Person or (ix) all Indebtedness of any other Person secured in whole or in part by a Lien on any assets or properties of such first Person or any of its Subsidiaries.

The “Knowledge” of any Person that is not an individual means, with respect to any matter in question, in the case of the Company’s Knowledge, the actual knowledge, after making reasonable inquiry consistent with such Person’s position, of the officers of the Company set forth in Section 9.03 of the Company Disclosure Letter, and, in the case of Parent and Merger Sub, the actual knowledge, after making reasonable inquiry consistent with such Person’s position, of the officers of Parent set forth in Section 9.03 of the Parent Disclosure Letter.

“Liens” means any pledges, charges, liens, options, rights of first refusal or offer, conditional or installment sales contracts, claims, title defects, easements, covenants, restrictions, adverse ownership claims, rights-of-way, encroachments, restrictions, charges, hypothecations, mortgages, or deeds of trust, or security interests of any kind or nature or other encumbrances.

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“Merger Sub Board” means the Board of Directors of Merger Sub.

“NASDAQ” means the NASDAQ Stock Market, Inc.

“Net NRZ Share Amount” means 93.91% of the volume weighted average closing sale price of one share of NRZ Common Stock as reported on the NYSE for the five (5) consecutive trading days ending on the trading day immediately preceding two (2) Business Days prior to the Closing Date (as determined pursuant to Section 1.02) (as adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events).

“Net NRZ Share Consideration” means (i) the Net NRZ Share Amount multiplied by the NRZ Shares (as defined in the Share and Asset Purchase Agreement) that are held by the Company immediately prior to the Closing; divided by (ii) the Company Shares issued and outstanding immediately prior to the Effective Time (other than shares to be canceled or converted into shares of the Surviving Company in accordance with Section 2.01(b)).

“NYSE” means the New York Stock Exchange.

“Ocwen” means Ocwen Financial Corporation.

“Parent Board” means the Board of Directors of Parent.

“Parent Material Adverse Effect” means, with respect to Parent or Merger Sub, any fact, circumstance, occurrence, effect, change, event or development that, individually or taken together with other facts, circumstances, occurrences, effects, changes, events or developments, is or would be reasonably likely to prevent or materially delay the consummation of the Merger or the other transactions contemplated by this Agreement.

“Person” means any natural person, firm, corporation, partnership, company, limited liability company, trust, joint venture, association, Governmental Entity or other entity.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

A “Subsidiary” of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing person or body (or, if there are no such voting interests, more than fifty percent (50%) of the equity interests of which) is owned directly or indirectly by such first Person.

“Taxes” means all federal, state, local, and foreign income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, franchise, value added and other taxes, customs, tariffs, imposts, levies, duties, fees or other like assessments or charges imposed by a Governmental Entity, together with all interest, penalties and any other additions imposed with respect to such amounts.

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Section 9.04 Interpretation. When a reference is made in this Agreement to an Article, a Section or an Exhibit, such reference shall be to an Article, a Section or an Exhibit of or to this Agreement unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized term used in any Exhibit but not otherwise defined therein shall have the meaning assigned to such term in this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. All pronouns and any variations thereof refer to the masculine, feminine or neuter as the context may require. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its permitted successors and assigns. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. Whenever the words “ordinary course of business” are used in this Agreement, they shall be deemed to be followed by the words “consistent with past practice in all material respects.”

Section 9.05 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as either the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party or such party waives its rights under this Section 9.05 with respect thereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 9.06 Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile or by email with .pdf attachments, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (electronically or otherwise) to the other parties.

Section 9.07 Entire Agreement; No Third-Party Beneficiaries. This Agreement, taken together with the Parent Disclosure Letter, the Company Disclosure Letter and the Confidentiality Agreement, and the exhibits, schedules and annexes to each of the foregoing (including the Cayman Plan of Merger) (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the Merger and the other transactions contemplated by this Agreement and except for the

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Company Indemnified Parties with respect to Section 6.04 this Agreement is not intended to confer upon any Person other than the parties any rights or remedies.

Section 9.08 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of law principles thereof, except that the following matters arising out of or relating to this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands: the Merger, the vesting of the undertaking, property and liabilities of Merger Sub in the Surviving Company, the cancellation of shares, the rights provided for in section 238 of the Cayman Companies Law with respect to any Dissenting Shares, and the fiduciary or other duties of the Company Board and the directors of Merger Sub.

Section 9.09 Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise by any of the parties without the prior written consent of the other parties; provided that the rights, interests and obligations of Parent or Merger Sub may be assigned to any Affiliate of Parent, provided that no such assignment shall relieve the assigning party of its obligations hereunder. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Section 9.10 Specific Enforcement; Jurisdiction; Venue. The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement. It is agreed that the parties are entitled to enforce specifically the performance of terms and provisions of this Agreement in any court referred to in clause (a) below, without proof of actual damages (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement, the Merger or any of the other transactions contemplated by this Agreement in any court other than the aforesaid courts.

Section 9.11 Certain Tax Matters.

(a) For U.S. federal (and applicable state and local) income tax purposes, the Parties hereto agree to treat the transactions contemplated by this Agreement as the completion of the liquidation and dissolution of the Company pursuant to the Plan of Complete

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Liquidation and Dissolution (as defined in the Share and Asset Purchase Agreement) and in accordance with Revenue Ruling 69-6, 1969-1 CB 104. The parties shall report the transactions contemplated by this Agreement on all U.S. federal (and applicable state and local) income tax returns and for all U.S. federal (and applicable state and local) income tax purposes consistently with the treatment described in this Section 9.11(a), and shall take no actions inconsistent therewith.

(b) Following the Closing, Parent shall provide, or cause to be provided, to the holders of the Company Shares, for the taxable period that ends on or before or includes the Closing Date, such tax information and representations (including such information and representations as are required to be set forth in a PFIC Annual Information Statement pursuant to Treasury Regulation Section 1.1295-1(g)) as is necessary to provide the holders of the Company Shares with such tax information with respect to the Company and the Company Subsidiaries (as defined in the Share and Asset Purchase Agreement) as is consistent with the past practice of the Company and the Company Subsidiaries, including information and representations to allow such holders to make or maintain a “qualified electing fund” election under Section 1295 of the Code.

Section 9.12 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING, DIRECTLY OR INDIRECTLY, OUT OF THIS AGREEMENT, THE MERGER OR ANY OF THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) MAKES THIS WAIVER VOLUNTARILY AND (C) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9.12.

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IN WITNESS WHEREOF, the Company, Parent and Merger Sub have duly executed this Agreement, all as of the date first written above.

INDEX OF DEFINED TERMS

Appendix 1

The Companies Law (2013 Revision) of the Cayman Islands

Plan of Merger

This plan of merger (the “Plan of Merger”) is made on [insert date] between Hexagon Merger Sub, Ltd. (the “Surviving Company”) and Home Loan Servicing Solutions, Ltd. (the “Merging Company”).

Whereas the Merging Company is a Cayman Islands exempted company and is entering into this Plan of Merger pursuant to the provisions of Part XVI of the Companies Law (2013 Revision) (the “Statute”).

Whereas the Surviving Company is a Cayman Islands exempted company and is entering into this Plan of Merger pursuant to the provisions of Part XVI of the Statute.

Whereas the directors of the Merging Company and the directors of the Surviving Company deem it desirable and in the commercial interests of the Merging Company and the Surviving Company, respectively, that the Merging Company be merged with and into the Surviving Company and that the undertaking, property and liabilities of the Merging Company vest in the Surviving Company (the “Merger”).

Terms not otherwise defined in this Plan of Merger shall have the meanings given to them under the Agreement and Plan of Merger dated [insert date] and made between New Residential Investment Corp., the Surviving Company and the Merging Company (the “Merger Agreement”) a copy of which is annexed at Annexure 1 hereto.

Now therefore this Plan of Merger provides as follows:

In witness whereof the parties hereto have caused this Plan of Merger to be executed on the day and year first above written.