Current Report Filing (8-k)
November 07 2022 - 07:01AM
Edgar (US Regulatory)
false000093313600009331362022-11-072022-11-07
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 7,
2022
Mr. Cooper Group Inc.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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001-14667
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91-1653725
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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8950 Cypress Waters Blvd.
Coppell, TX 75019
(Address of Principal Executive Offices, and Zip Code)
469-549-2000
Registrant’s Telephone Number, Including Area Code
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see
General Instruction A.2. below):
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☐
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Written communication pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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COOP
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The Nasdaq Stock Market
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 7.01 Regulation FD Disclosure.
In connection with investor meetings scheduled for the week of
November 7, 2022, Mr. Cooper Group Inc. (the “Company”) intends to
provide the investor presentation slides furnished as Exhibit 99.1
to this Current Report on Form 8-K. Additionally, the Company
provided the following update:
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Last week, the Company completed
its actions to realign capacity in the Originations segment,
consistent with reduced customer demand in a higher mortgage-rate
environment. These actions resulted in the elimination of
approximately 800 positions.
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During the fourth quarter, the
Company expects to incur a charge of approximately $20 million for
the reductions in force in the Originations segment and for other
efficiency initiatives across the organization.
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Additionally, the Company
clarified its outlook for servicing pretax operating income:
after ramping to $140 million in the fourth quarter, servicing
pretax operating income is expected to total between $550 and $600
million during 2023, assuming no change in current mortgage
rates.
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The information furnished pursuant to this Item 7.01 shall not
be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
nor will such information be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as may be expressly set forth by specific
reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements. These forward-looking statements are subject
to a number of risks, uncertainties and assumptions. Our actual
results could differ materially from those predicted or implied.
Undue reliance should not be placed on the forward-looking
statements in this Current Report on Form 8-K. We assume no
obligation to update such statements.
Non-GAAP Financial Measures
The Company utilizes non-GAAP financial measures as the measures
provide additional information to assist investors in understanding
and assessing the Company’s and our business segments’ ongoing
performance and financial results, as well as assessing our
prospects for future performance. The adjusted operating financial
measures facilitate a meaningful analysis and allow more accurate
comparisons of our ongoing business operations because they exclude
items that may not be indicative of or are unrelated to the
Company’s and our business segments’ core operating performance and
are better measures for assessing trends in our underlying
businesses. These notable items are consistent with how management
views our businesses. The
Company is unable to provide a reconciliation of the
forward-looking non-GAAP financial measures of
Originations pretax operating income and Servicing pre-tax
operating income contained in this Form 8-K to their most
directly comparable GAAP financial measures, because the
information necessary for a quantitative reconciliation of the
forward-looking non-GAAP financial measures to their
respective most directly comparable GAAP financial measure is not
(and was not, when prepared) available to the Company without
unreasonable efforts due to the inherent difficulty and
impracticability of predicting certain amounts required by GAAP
with a reasonable degree of accuracy. Pre-tax income (loss)
includes the impact of certain items, such as mark-to-market in the
Servicing segment, that impact comparability between periods, which
may be significant and are difficult to project with a reasonable
degree of accuracy. In addition, the Company believes such
reconciliation could imply a degree of precision that might be
confusing or misleading to investors. The probable significance of
providing these forward-looking non-GAAP financial measures
without the directly comparable GAAP financial measures is that
such GAAP financial measures may be materially different from the
corresponding non-GAAP financial measures.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Mr. Cooper Group Inc.
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Date: November 7, 2022
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By:
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/s/ Jaime Gow
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Jaime Gow
Executive Vice President & Chief Financial Officer
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