COOP Mr. Cooper
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 12, 2021
Mr. Cooper Group Inc.
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
8950 Cypress Waters Blvd.
Coppell, TX 75019
(Address of Principal Executive Offices, and Zip Code)
(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):
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Common Stock, $0.01 par value per share||COOP||The Nasdaq Stock Market|
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. ☐
Entry into a Material Definitive Agreement.
On March 12, 2021, Mr. Cooper Group Inc., a Delaware corporation (the “Company”), Xome Holdings LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (the “Seller”), and Title365 Holding Co., a California corporation and a wholly owned subsidiary of the Company (“Title365”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Blend Labs, Inc., a Delaware corporation (the “Buyer”), pursuant to which the Buyer will acquire the title business of the Company (the “Business”) for a purchase price of $500 million, consisting of $450 million in cash, subject to certain adjustments specified therein, and a retained interest of 9.9% for the Company (the “Transaction”). Pursuant to the Purchase Agreement, Title365 will retain all cash generated, subject to certain adjustments, between March 13, 2021 and the closing date of the Transaction for the benefit of the Buyer.
Each party’s obligation to consummate the Transaction pursuant to the Purchase Agreement is subject to customary closing conditions as set out therein, including, among others, (i) the accuracy of (A) the fundamental representations and warranties of the Company and the Seller and (B) the representations and warranties of the Buyer, in each case, subject to specified materiality qualifications, (ii) performance in all material respects by each of the parties of its covenants and agreements, (iii) the receipt of certain regulatory approvals, (iv) the absence of (A) any law or order from any governmental entity prohibiting consummation of the Transaction, and (B) any pending lawsuit, claim or legal action relating to the Transaction which seeks to prohibit or restrict the Transaction, (v) the delivery of certain ancillary agreements by each of the parties, (vi) the consummation of the sale of certain joint venture interest of the Seller, (vii) the continued employment of certain employees (or their replacements) and at least 80% of the other employees of the Business and (viii) the absence of a material adverse effect with respect to Title365 and the Business on or after the date of the Purchase Agreement that is continuing as of immediately prior to the closing.
The Purchase Agreement contains customary representations, warranties and covenants by each party that are subject, in some cases, to specified exceptions and qualifications contained in the Purchase Agreement.
The Purchase Agreement contains certain termination rights, including the right of either the Seller or the Buyer to terminate the Purchase Agreement (i) if the Transaction is not consummated by August 12, 2021, (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 Purchase Agreement that would give rise to the failure of a closing condition (subject to a cure period).
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the Purchase 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 Purchase Agreement have been made only for the purposes of the Purchase 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 Purchase Agreement instead of establishing these matters as facts. In addition, information regarding the subject matter of the representations and warranties made in the Purchase Agreement may change after the date of the Purchase Agreement. Accordingly, the Purchase 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 Seller, Title365, their subsidiaries or their businesses as of the date of the Purchase Agreement or as of any other date.
On March 15, 2021, the Company issued a press release announcing the entry into the Purchase Agreement. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference herein.
The information set forth in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Cautions Regarding Forward-Looking Statements
Certain statements herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Such forward-looking statements are often identified by words such as “anticipate,” “approximate,” “believe,” “commit,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “outlook,” “plan,” “project,” “potential,” “should,” “would,” “will” and other similar words or expressions. Such forward-looking statements reflect the Company’s current expectations or beliefs concerning future events and actual events may differ materially from historical results or current expectations. The reader is cautioned not to place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside the control of the Company. The forward-looking statements in this document address a variety of subjects including, for example, the closing of the Transaction and the potential benefits of the Transaction. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the possibility that regulatory and other approvals and conditions to the Transaction are not received or satisfied on a timely basis or at all; the possibility that the Company may not fully realize the projected benefits of the Transaction; changes in the anticipated timing for closing the Transaction; business disruption during the pendency of or following the Transaction; diversion of management time on Transaction-related issues; the reaction of customers and other persons to the Transaction; and other events that could adversely impact the completion of the Transaction, including industry or economic conditions outside of the Company’s control. In addition, actual results are subject to other risks and uncertainties that relate more broadly to the Company’s overall business, including those more fully described in the Company’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the fiscal year ended December 31, 2020 and subsequent quarterly reports on Form 10-Q. The forward-looking statements in this document speak only as of this date. The Company undertakes no obligation to revise or update publicly any forward-looking statement, except as required by law.
Financial Statements and Exhibits.
The following materials are attached as exhibits to this Current Report on Form 8-K:
|2.1||Stock Purchase Agreement, dated as of March 12, 2021, by and among Title365 Holding Co., Xome Holdings LLC, Blend Labs, Inc. and solely for the purposes set forth therein, Mr. Cooper Group Inc.*|
|104||The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101)|
Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.
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.
|Mr. Cooper Group Inc.|
|Date: March 15, 2021||By:|
/s/ Christopher G. Marshall
Christopher G. Marshall
Vice Chairman & Chief Financial Officer