13D Filing: Omega Advisors and Ditech Holding Corp (DHCP)

Mr. Cooperman beneficially owns the Common Stock for investment purposes. Mr. Cooperman intends to review alternatives with respect to his investment in the Issuer on a continuing basis.  Depending on various factors, including, without limitation, the Issuer’s business, financial condition, results of operations and strategic direction, conditions in the securities and capital markets in general and those for the Common Stock in particular, Mr. Cooperman’s overall investment strategies, liquidity requirements and other portfolio management considerations, other investment opportunities available to Mr. Cooperman, and general economic and industry conditions and applicable regulatory and legal constraints, Mr. Cooperman may, from time to time and at any time in the future, take such actions with respect to his investment in the Issuer as he deems appropriate, including, without limitation, communicating with the Issuer’s board of directors and other stockholders, industry participants and other interested or relevant parties about the Issuer, further acquisitions of the Common Stock or disposal of some or all of the Common Stock currently owned by Mr. Cooperman or otherwise acquired by Mr. Cooperman, either in the open market or in privately negotiated transactions, entering into financial instruments or other agreements which increase or decrease Mr. Cooperman’s economic exposure with respect to his investment in the Issuer and/or changing the form of ownership of securities of the Issuer by Mr. Cooperman, and or otherwise changing his intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Mr. Cooperman does not currently have any plans or proposals that relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D (although Mr. Cooperman reserves the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider his position, change his purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing).

(a) Mr. Cooperman may be deemed the beneficial owner of 3,738,676 shares of Common Stock, which constitutes approximately 48.69% of the total number of Common Stock outstanding.  This beneficial ownership includes: (i) 38,584 shares of Common Stock beneficially owned by Capital LP, 544,177 shares of Common Stock beneficially owned by Capital LP issuable upon conversion of the Mandatorily Convertible Preferred Stock, 65,736 shares of Common Stock beneficially owned by Capital LP issuable upon exercise of the Series A, and 52,160 shares of Common Stock beneficially owned by Capital LP issuable upon exercise of the Series B Warrants, (ii) 10,084 shares of Common Stock beneficially owned by Investors LP, 281,459 shares of Common Stock beneficially owned by Investors LP issuable upon conversion of the Mandatorily Convertible Preferred Stock, 17,181 shares of Common Stock beneficially owned by Investors LP issuable upon exercise of the Series A, and 13,632 shares of Common Stock beneficially owned by Investors LP issuable upon exercise of the Series B Warrants, (iii) 194,703 shares of Common Stock beneficially owned by Equity LP, 543,717 shares of Common Stock beneficially owned by Equity LP issuable upon conversion of the Mandatorily Convertible Preferred Stock, 38,246 shares of Common Stock beneficially owned by Equity LP issuable upon exercise of the Series A, and 30,347 shares of Common Stock beneficially owned by Equity LP issuable upon exercise of the Series B Warrants, (iv) 50,852 shares of Common Stock beneficially owned by Credit LP, 1,082,490 shares of Common Stock beneficially owned by Credit LP issuable upon conversion of the Mandatorily Convertible Preferred Stock, 86,637 shares of Common Stock beneficially owned by Credit LP issuable upon exercise of the Series A, and 68,745 shares of Common Stock beneficially owned by Credit LP issuable upon exercise of the Series B Warrants and (v) 18,678 shares of Common Stock beneficially owned by Overseas, 544,177 shares of Common Stock beneficially owned by Overseas issuable upon conversion of the Mandatorily Convertible Preferred Stock, 31,822 shares of Common Stock beneficially owned by Overseas issuable upon exercise of the Series A, and 25,250 shares of Common Stock beneficially owned by Overseas issuable upon exercise of the Series B Warrants.

(b) Mr. Cooperman has voting power over all of the above Common Stock. This includes: (i) 38,584 shares of Common Stock beneficially owned by Capital LP, 544,177 shares of Common Stock beneficially owned by Capital LP issuable upon conversion of the Mandatorily Convertible Preferred Stock, 65,736 shares of Common Stock beneficially owned by Capital LP issuable upon exercise of the Series A, and 52,160 shares of Common Stock beneficially owned by Capital LP issuable upon exercise of the Series B Warrants, (ii) 10,084 shares of Common Stock beneficially owned by Investors LP, 281,459 shares of Common Stock beneficially owned by Investors LP issuable upon conversion of the Mandatorily Convertible Preferred Stock, 17,181 shares of Common Stock beneficially owned by Investors LP issuable upon exercise of the Series A, and 13,632 shares of Common Stock beneficially owned by Investors LP issuable upon exercise of the Series B Warrants, (iii) 194,703 shares of Common Stock beneficially owned by Equity LP, 543,717 shares of Common Stock beneficially owned by Equity LP issuable upon conversion of the Mandatorily Convertible Preferred Stock, 38,246 shares of Common Stock beneficially owned by Equity LP issuable upon exercise of the Series A, and 30,347 shares of Common Stock beneficially owned by Equity LP issuable upon exercise of the Series B Warrants, (iv) 50,852 shares of Common Stock beneficially owned by Credit LP, 1,082,490 shares of Common Stock beneficially owned by Credit LP issuable upon conversion of the Mandatorily Convertible Preferred Stock, 86,637 shares of Common Stock beneficially owned by Credit LP issuable upon exercise of the Series A, and 68,745 shares of Common Stock beneficially owned by Credit LP issuable upon exercise of the Series B Warrants and (v) 18,678 shares of Common Stock beneficially owned by Overseas, 544,177 shares of Common Stock beneficially owned by Overseas issuable upon conversion of the Mandatorily Convertible Preferred Stock, 31,822 shares of Common Stock beneficially owned by Overseas issuable upon exercise of the Series A, and 25,250 shares of Common Stock beneficially owned by Overseas issuable upon exercise of the Series B Warrants.

(c) The information in Item 4 is incorporated by reference.  The following table details the transactions effected by Mr. Cooperman after the Effective Date.

(d) Not applicable.

(e) Not applicable.