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Item 1.01.
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Entry into a Material Definitive Agreement.
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On May 10, 2023, Mr. Cooper Group Inc., a Delaware corporation (the “Company”) and Heisman Merger Sub, Inc., a Delaware corporation and direct, wholly owned
subsidiary of the Company (”Acquisition Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Home Point Capital Inc., a Delaware corporation (“Home Point”).
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, the Company has agreed to cause Acquisition Sub to commence a
tender offer (as it may be extended, amended or supplemented from time to time, the “Offer”) to acquire all of the outstanding shares of common stock, par value $0.0000000072 per share, of Home Point (the “Shares”), other than certain excluded
shares, for $2.33 per Share, net to the seller in cash, without interest thereon (the “Offer Price”), and subject to any required withholding, upon the terms and subject to the conditions of the Merger Agreement.
The Offer will initially remain open for a minimum of 21 business days from the date of commencement of the Offer. If at the scheduled expiration time of the
Offer any condition to the Offer (other than any conditions that by their nature are to be satisfied at the expiration of the Offer, but subject to such conditions remaining capable of being satisfied) has not been satisfied and has not been waived
by the Company or Acquisition Sub (to the extent waivable), Acquisition Sub may, in its discretion, and the Company may cause Acquisition Sub to, extend the Offer in accordance with the terms of the Merger Agreement to permit the satisfaction of all
Offer conditions. In addition, if at any scheduled expiration time of the Offer certain regulatory approvals have not been obtained, Acquisition Sub will extend the Offer in accordance with the terms of the Merger Agreement to permit the satisfaction
of all Offer conditions. The obligation of Acquisition Sub to consummate the Offer is subject to the satisfaction or waiver of conditions, including, among others, (i) there being validly tendered and not validly withdrawn a number of Shares that,
considered together with all other Shares (if any) beneficially owned by the Company and its affiliates, represent at least one more Share than 50% of the sum of the total number of Shares outstanding at the time of the expiration of the Offer and
the Shares that Home Point would be required to issue upon conversion, settlement, exchange or exercise of all options, warrants, rights or other convertible securities outstanding at the time of the expiration of the Offer (the “Minimum Condition”),
(ii) any waiting period applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or otherwise been terminated, (iii) certain other regulatory approvals being obtained and regulatory notices
having been delivered, (iv) the absence of any law or order by any governmental authority of competent jurisdiction prohibiting, restricting, enjoining or otherwise making illegal the consummation of the Offer or the Merger, (v) the Merger Agreement
not having been terminated in accordance with its terms (the “Termination Condition”), and (vi) other customary conditions set forth in Exhibit A to the Merger Agreement. The Minimum Condition and the Termination Condition may not be waived by the
Company or Acquisition Sub. In connection with the transactions contemplated by the Merger Agreement and as a condition to the expiration of the Offer, a subsidiary of Home Point will sell certain mortgage servicing rights to a subsidiary of the
Company two business days prior to the expiration date of the Offer.
Following the consummation of the Offer, subject to the terms and conditions of the Merger Agreement and in accordance with Section 251(h) of the General
Corporation Law of the State of Delaware (the “DGCL”), Acquisition Sub will be merged with and into Home Point (the “Merger”), with Home Point surviving the Merger as a wholly owned subsidiary of the Company in accordance with the DGCL. At the
effective time of the Merger (the “Effective Time”), each Share that is not (i) validly tendered and irrevocably accepted for purchase pursuant to the Offer, (ii) held by a stockholder who is entitled to, and has properly exercised and perfected
their demand for, appraisal rights under Section 262 of the DGCL, or (iii) held by the Company, Acquisition Sub, or any other direct or indirect wholly owned subsidiary of the Company, will be thereupon converted into the right to receive the Offer
Price (the “Merger Consideration”), on the terms and subject to the conditions set forth in the Merger Agreement.
In addition, at the Effective Time, (i) each vested stock option or unvested stock option subject solely to time-based vesting conditions that is outstanding
immediately prior to the Effective Time will become fully vested and be converted into the right to receive a cash payment equal to the product of (A) the excess (if any) of the Offer Price over the applicable per Share exercise price and (B) the
number of Shares subject to such stock option, (ii) each unvested stock option subject to performance-based vesting conditions that is outstanding immediately prior to the Effective Time will be cancelled and converted into the right to receive a
cash payment equal to the product of (A) the excess (if any) of the Offer Price over the applicable per Share exercise price and (B) the number of Shares subject to such stock option (with such number, if any, determined in accordance with the terms
of the applicable equity plan and award agreement); (iii) each restricted stock unit that is outstanding immediately prior to the Effective Time will become fully vested and be converted into the right to receive a cash payment equal to the product
of the Offer Price and the number of Shares subject to such restricted stock unit; and (iv) each performance stock unit that is outstanding immediately prior to the Effective Time will be converted into the right to receive a cash payment equal to
the product of the Offer Price and the number of Shares subject to such performance stock unit (with such number determined in accordance with the terms of the applicable equity plan and award agreement).
The Merger Agreement includes representations, warranties and covenants of Home Point, the Company and Acquisition Sub customary for a transaction of this
nature. Home Point will also use reasonable best efforts to conduct its business in the ordinary course of business prior to the Effective Time.
Home Point has agreed to “no-shop” restrictions on its ability to solicit alternative acquisition proposals from third parties and engage in discussions or
negotiations with third parties regarding alternative acquisition proposals. Notwithstanding these restrictions, Home Point may, under certain circumstances, provide information to and participate in discussions or negotiations with third parties
with respect to a bona fide written alternative acquisition proposal that the Board has determined in good faith (after consultation with its
financial advisors and outside legal counsel) constitutes or would reasonably be expected to result in a Superior Proposal (as defined in the Merger Agreement). If the Board receives a competing proposal and determines that such proposal
constitutes a Superior Proposal, the Board may change its recommendation to the Company’s stockholders.
The Merger Agreement also contains termination provisions for both Home Point and the Company, including termination if the Offer has not been consummated
by May 10, 2024, if the transactions contemplated by the Merger Agreement are permanently prohibited pursuant to law or order or by one party if the other party breached or failed to perform any of its respective representations, warranties,
covenants or other agreements contained in the Merger Agreement, subject to certain materiality thresholds. Under certain circumstances in which the Merger Agreement is terminated, Home Point will pay the Company a termination fee of approximately
$9.7 million. The parties to the Merger Agreement are also entitled to specifically enforce the terms and provisions of the Merger Agreement..
The foregoing description of the Merger Agreement and the transactions contemplated thereby as set forth in this Item 1.01 does not purport to be complete and
is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
The Merger Agreement has been included to provide investors and stockholders with information regarding its terms and is not intended to provide any factual
information about the Company, Home Point or Acquisition Sub. The representations, warranties and covenants contained in the Merger Agreement have been made solely for the purposes of the Merger Agreement and as of specific dates; were solely for the
benefit of the parties to the Merger Agreement; are not intended as statements of fact to be relied upon by the Company’s stockholders or other security holders, but rather as a way of allocating the risk between the parties to the Merger Agreement
in the event the statements therein prove to be inaccurate; have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, which disclosures are not
reflected in the Merger Agreement itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by the Company’s stockholders or other security holders. The
Company’s stockholders or other security holders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or circumstances of the Company, Home Point or Acquisition
Sub. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s or Home Point’s public
disclosures.
Tender and Support Agreement
On May 10, 2023, in connection with the execution and delivery of the Merger Agreement, Trident VI, L.P., Trident VI Parallel Fund, L.P., Trident VI DE
Parallel Fund, L.P. and Trident VI Professionals Fund, L.P., each in its individual capacity as a stockholder of Home Point (collectively, the “Principal Stockholders”), entered into a tender and support agreement (the “Tender and Support Agreement”)
with the Company and Home Point, pursuant to which the each Principal Stockholder agreed, among other things, (i) to tender all
of its Shares to Acquisition Sub in the Offer, subject to certain exceptions (including the valid termination of the Merger Agreement), (ii) to vote against other proposals to acquire Home Point and in favor of the adoption of the Merger Agreement
and (iii) to certain other restrictions on its ability to take actions with respect to Home Point and its Shares. The Principal Stockholders
beneficially own approximately 92% of the outstanding Shares as of May 10, 2023.
The Tender and Support Agreement has been included to provide information regarding its terms. It is not intended to modify or supplement any factual
disclosures about the Principal Stockholders, the Company, Home Point or Acquisition Sub in any public reports filed with the U.S. Securities and Exchange Commission (the “SEC”) by the the Company, Home Point or Acquisition Sub.
The foregoing description of the Tender and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Tender and Support Agreement, which is attached hereto as Exhibit 99.1, and is incorporated herein by reference.