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SEC Filings

424B1
DITECH HOLDING CORP filed this Form 424B1 on 09/16/1997
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     The Company intends to acquire and securitize Single-Family Mortgage Loans
and Commercial Mortgage Loans so as to earn higher returns than could generally
be earned from purchasing Mortgage Securities in the marketplace. However, there
can be no assurance that the Company will be able to earn such higher returns.
In addition, although HCP has rendered advisory services in connection with
securitization transactions, neither it nor HCMC has securitized any significant
amount of Mortgage Loans.
 
     Accumulation Period Acquisitions.  The Company intends initially to
allocate a majority of the net proceeds raised in the Offering to build a
portfolio of Mortgage Assets, primarily comprised of adjustable rate mortgage
pass-through securities of high investment quality (i.e., Agency, "AAA" or
"AA"-rated), to provide income during the initial period required to acquire
Mortgage Loans. The Company will acquire these Mortgage Assets in the secondary
mortgage market as soon as it identifies attractive opportunities to do so. The
Principals intend that the Company will earn an acceptable level of return on
the initial Investment Portfolio until the net proceeds from the Offering can be
fully invested in higher yielding Mortgage Assets. However, there can be no
assurance that the Company will be able to earn such a level of return or any
return at all. A similar portfolio acquisition strategy will be employed
whenever the Company must invest the net proceeds of a new issuance of debt or
equity securities.
 
     Due Diligence Operations.  The Company will continue to conduct the Due
Diligence Operations, which have been historically performed for commercial
banks, government agencies, private mortgage banks, credit unions and insurance
companies. The Due Diligence Operations consist of the underwriting of credit,
the analysis of loan documentation and collateral, and the analysis of the
accuracy of the servicing accounting for Mortgage Loans. Such due diligence
analysis is performed on a loan by loan basis. Audits of the accuracy of the
interest charged on adjustable rate Mortgage Loans are frequently a part of the
due diligence services provided to customers. The Company will perform due
diligence on the Mortgage Loans it acquires and for third parties. The
Principals of the Company believe that the Due Diligence Operations will provide
a source of revenue and a competitive advantage to the Company through the
underwriting and pricing expertise gained through this business. However, there
is no assurance that the Due Diligence Operations will in fact provide such
revenue or competitive advantage.
 
COMPETITIVE ADVANTAGES
 
     The Principals anticipate that the Company will be able to compete
effectively and generate relatively attractive rates of return for holders of
the Common Stock due to the Company's (i) tax-advantaged REIT structure, (ii)
position as both originator of Commercial Mortgage Assets and Multi-Family
Mortgage Assets and investor in Mortgage Assets, (iii) freedom from certain
regulatory-related burdens affecting certain competitors, (iv) ability to
securitize its Mortgage Assets, (v) cost-efficient operations relative to
certain competitors, and (vi) underwriting and pricing knowledge gained through
its Due Diligence Operations.
 
     The Company's strategy is to build and hold the Investment Portfolio to
generate a net interest margin over time and allow the Company to take full
advantage of its REIT structure. Generally, the Company does not intend to use
gain on sale treatment in accounting for its income for financial accounting or
tax reporting purposes. Rather, the Company intends to finance its Mortgage
Assets through structured debt vehicles where the emphasis is on earning net
interest income and not gains from sales of Mortgage Assets.
 
PURPOSE OF THE OFFERING
 
     HCP has managed purchases and sales of Single-Family Mortgage Loans for
several years and has developed its commercial, multifamily and single-family
mortgage acquisition infrastructure to the point that each may provide an
attractive flow of Mortgage Assets for investment. The Principals believe that
the REIT structure is the most efficient structure for owning Mortgage Assets
and will permit the Company to grow as a vertically integrated mortgage holder
while maintaining access to capital.
 
STRUCTURE AND FORMATION TRANSACTIONS
 
     The Structure.  The following diagram depicts the structure of the Company
immediately after the closing of the Offering. The structure is designed
primarily to (i) permit the Company to acquire the
 
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