13D Filing: First Pacific Advisors LLC and Ditech Holding Corp (DHCP)

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3.	FPA Value Partners Delaware

4.	J. Richard Atwood United States

5.	Steven T. Romick United States

6.	Brian A. Selmo United States

7.	Mark Landecker Canada

The persons listed on Appendix A are all United States citizens.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On February 9, 2018 (the Effective
Date), Walter Investment Management Corporation (WAC) changed its name to Ditech Holding Corporation. The Common Stock beneficially owned by each of the Reporting Persons, including the Common Stock underlying the Mandatorily
Convertible Preferred Stock (the Mandatorily Convertible Preferred Stock), the Series A Warrants (the Series A Warrants), and the Series B Warrants (the Series B Warrants) beneficially owned by them, were acquired
in connection with the Issuers Amended Prepackaged Chapter 11 Plan of Reorganization , which became effective on the Effective Date, pursuant to which (1) each share of common stock of WAC was exchanged (the Common Stock
Exchange) for the following new securities of the Issuer: (i) 0.05689208 shares of Common Stock, (ii) 0.09692659 Series A Warrants and (iii) 0.07690920 Series B Warrants; (2) the 4.50% Convertible Senior Subordinated Notes due 2019 (the
Convertible Notes) were exchanged (the Convertible Notes Exchange) at a rate of (i) 8.76919841 shares of Common Stock, (ii) 14.94011581 Series A Warrants and (iii) 11.85465711 Series B Warrants per $1,000 principal amount of
Convertible Notes; and (3) the 7.875% Senior Notes due 2021 (the Senior Notes) were exchanged (the Senior Notes Exchange) at a rate of (i) 464.11293167 9.00% Second Lien Senior Subordinated PIK Toggle Notes due 2024 and
(ii) 0.18564517 shares of Mandatorily Convertible Preferred Stock per $1,000 principal amount of Senior Notes.

ITEM 4.

PURPOSE OF TRANSACTION

FPA Crescent Fund, FPA Value Partners and certain Managed Accounts acquired the
Common Stock, Series A Warrants, Series B Warrants and shares of Mandatorily Convertible Preferred Stock disclosed in Item 5 below pursuant to the Common Stock Exchange, the Convertible Notes Exchange and the Senior Notes Exchange.

The Series A Warrants are exercisable on a cash or cashless basis at a strike price equal to $20.63 per share of Common Stock, were immediately exercisable
upon issuance and expire on February 9, 2028. The Series B Warrants are exercisable on a cash or cashless basis at a strike price equal to $28.25 per share of Common Stock, were exercisable immediately upon issuance and expire on
February 9, 2028.

The Mandatorily Convertible Preferred Stock is immediately convertible and does not expire. Each share of Mandatorily Convertible
Preferred Stock is convertible to Common Stock at a rate of 114.975 shares of Common Stock per share of Mandatorily Convertible Preferred Stock. The Mandatorily Convertible Preferred Stock is mandatorily convertible at the earliest of
(a) February 9, 2023, (b) at any time following one year after the Effective Date, the time that the volume weighted average pricing of the Common Stock exceeds 150% of the conversion price per share for at least 45 trading days in a 60
consecutive trading day period, including each of the last 20 days in such 60 consecutive trading day period, and (c) a change of control transaction in which the consideration paid or payable per share of Common Stock is greater than or equal
to $8.6975.

The Reporting Persons continuously assess the Issuers business, financial condition, results of operations and prospects, general
economic conditions, other developments and additional investment opportunities. Depending on such assessments, the Reporting Persons may acquire additional securities of the Issuer or new securities of the Issuer, engage in any hedging or similar
transactions with respect to the Issuers securities, or may determine to sell or otherwise dispose of all or some of the Issuers securities in the open market, as applicable, in privately negotiated transactions, in transactions directly
with the Issuer or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative
investment opportunities, general economic, financial