The information set forth in the Offer to Purchase under The Tender
OfferSection 16Certain Legal Matters; Regulatory Approvals and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items 1 through 9 and Item 11 incorporate by reference the information
contained in the Offer to Purchase, are hereby amended and supplemented by adding the following paragraphs at the end of such section on page 58 of the Offer to Purchase:
Home Point Stockholder Litigation. On June 2, 2023, Ryan ODell, a purported stockholder of the Company, filed a
complaint in the United States District Court for the Southern District of New York, captioned ODell v. Home Point Capital Inc., et al., Case No. 1:23-cv-04676 (S.D.N.Y.) (the
ODell Complaint). On June 6, 2023, Matthew Jones, a purported stockholder of the Company, filed a complaint in the United States District Court for the Southern District of New York, captioned Jones v.
Home Point Capital Inc., et al., Case No. 1:23-cv-04747 (S.D.N.Y.) (the Jones Complaint). Also on June 6, 2023, John Thompson, a purported stockholder of the Company, filed a complaint in
the United States District Court for the District of Delaware, captioned Thompson v. Home Point Capital Inc., et al., Case No. 1:23-cv-00618 (D. Del.) (the Thompson Complaint). On
June 8, 2023, Richard Lawrence, a purported stockholder of the Company, filed a complaint in the United States District Court for the Southern District of New York, captioned Lawrence v. Home Point Capital Inc., et al., Case
No. 1:23-cv-04838 (S.D.N.Y.) (the Lawrence Complaint and collectively with the ODell Complaint, the Jones Complaint and the Thompson Complaint, the Complaints). In each of
the Complaints, the purported stockholders allege that the Schedule 14D-9 contains certain materially misleading omissions in violation of Sections 14(d), 14(e), and 20(a) of the Securities Exchange Act of
1934, as amended (the Exchange Act), and Rule 14a-9 promulgated thereunder. The Complaints seek various remedies, including an order enjoining the defendants from proceeding with the transactions
contemplated by the Merger Agreement, requiring the defendants to disclose allegedly material information that was allegedly omitted from the Schedule 14D-9 filed by the Company on May 26, 2023 (as
amended and together with any subsequent amendments and supplements thereto, the Schedule 14D-9), rescinding the transactions contemplated by the Merger Agreement in the event that they are
consummated or granting rescissory damages, awarding costs, including attorneys and expert fees and expenses, and granting such other and further relief as the court may deem just and proper. Additionally, between June 6, 2023 and
June 25, 2023, twelve purported stockholders sent correspondence to the Company alleging insufficiencies in the disclosures in the Schedule 14D-9 and demanding supplemental disclosures related thereto
(the Demand Letters and collectively with the Complaints, the Stockholder Claims).
The Company believes
that the allegations in the Stockholder Claims lack merit, that no supplemental disclosure is required under applicable laws and that the Schedule 14D-9 disclosed all material information required to be
disclosed therein. However, in order to avoid the risk that lawsuits may delay or otherwise adversely affect the transactions contemplated by the Merger Agreement and to minimize the expense, risks, and uncertainties inherent in defending such
actions, and without admitting any liability or wrongdoing, the Company voluntarily made certain supplemental disclosures related to the transactions contemplated by the Merger Agreement, all of which are set forth in the Companys Amendment
No. 2 to the Schedule 14D-9.
Amendments to the Offer to Purchase and Exhibits to the Schedule
TO.
All references to 5:00 p.m., Eastern Time, on Friday, July 21, 2023 set forth in the Offer to Purchase
(Exhibit (a)(1)(A)), Letter of Transmittal (Exhibit (a)(1)(B)), Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(C)) and Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees (Exhibit (a)(1)(D)) are hereby amended and replaced with 5:00 p.m., Eastern Time, on Monday, July 31, 2023.
Items 4 and 11.
The Offer to
Purchase and Items 4 and 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby further amended and supplemented by deleting and replacing the third paragraph of
Section 16 Certain Legal Matters; Regulatory ApprovalsOther Regulatory Approvals on page 57 of the Offer to Purchase with the following:
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