Item 1.01
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Entry into a Material Definitive Agreement.
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On February 10, 2022, Mr. Cooper Group Inc., a Delaware corporation (the “Company”) and Nationstar Mortgage LLC, a Delaware limited liability company and a
wholly owned subsidiary of the Company (the “Transferor”) entered into a Contribution Agreement (the “Transaction Agreement”) with Sagent M&C, LLC, a Delaware limited liability company (“Sagent”), pursuant to which the Company will contribute,
assign, transfer and convey (a) certain assets and liabilities of its servicing and subservicing technology platform for performing and non-performing mortgage loans (the “Mortgage Servicing Platform”) to Sagent in exchange for 200,760 Class A-1
Common Units of Sagent (subject to certain adjustments as set forth in the Transaction Agreement) and (b) sell, transfer and convey certain tangible personal property of the Transferor used in the conduct of the Mortgage Servicing Platform to
Sagent in exchange for $9.875 million in cash (the “Transaction”).
The completion of the Transaction is subject to customary closing conditions, including (1) the expiration or termination of any and all waiting periods
(and extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the Transaction and (2) the absence of any judgment or order from any governmental entity making the Transaction illegal, otherwise
restraining or prohibiting consummation of the Transaction. Each party’s obligation to consummate the Transaction pursuant to the Transaction Agreement is also subject to certain additional customary closing conditions, including (i) the accuracy
of the representations and warranties of the other party, subject to specified materiality qualifications, (ii) performance or compliance in all material respects by the other party of its covenants and agreements under the Transaction Agreement
and (iii) the absence of a material adverse effect with respect to the other party since the date of the Transaction Agreement that is continuing as of immediately prior to the closing.
The Transaction Agreement contains customary representations, warranties and covenants by each party that are subject, in some cases, to specified
exceptions and qualifications contained in the Transaction Agreement.
The Transaction Agreement contains certain termination rights, including the right of either the Transferor or Sagent to terminate the Transaction Agreement
(i) if the Transaction is not consummated by June 10, 2022, (ii) if any law or order from a governmental entity prohibits consummation of the Transaction or (iii) if the other party is in material breach of its respective representations and
warranties or covenants under the Transaction Agreement that would give rise to the failure of a closing condition (subject to a cure period).
The foregoing description of the Transaction Agreement is not complete and is qualified in its entirety by reference to the Transaction Agreement, a copy of
which is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The representations, warranties and covenants set forth in the Transaction Agreement have been made only for the purposes of the
Transaction Agreement and solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual
risk between the parties to the Transaction Agreement instead of establishing these matters as facts. In addition, information regarding the subject matter of the representations and warranties made in the Transaction Agreement may change after
the date of the Transaction Agreement. Accordingly, the Transaction Agreement is included with this Current Report on Form 8-K only to provide investors with information regarding its terms and not to provide investors with any other factual
information regarding the Company, the Transferor, Sagent, their subsidiaries or their businesses as of the date of the Transaction Agreement or as of any other date.