HOME POINT CAPITAL INC. Item 1.01. Entry into a Material Definitive Agreement.
On
Pursuant to the Merger Agreement, and upon the terms and subject to the
conditions thereof, Parent 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
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 Parent or Acquisition Sub (to the extent waivable), Acquisition Sub may, in its discretion, and Parent 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to the satisfaction or waiver of conditions, including, among others, (i) there being validly tendered and not validly withdrawn a number of Shares that, considered together with all other Shares (if any) beneficially owned by Parent and its affiliates, represent at least one more Share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 the Company 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 Parent 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 the Company will sell certain mortgage servicing rights to a subsidiary of Parent 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
Each of the Company's stock options (the "Options") that is outstanding and vested as of immediately prior to the Effective Time shall automatically and without any required action on the part of the holder thereof be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Option multiplied by (y) the total number of Shares underlying such Option. Each Option that is unvested as of immediately prior to the Effective Time and subject solely to time-based vesting conditions shall automatically and without any required action on the part of the holder thereof, vest and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Option multiplied by (y) the total number of Shares underlying such Option. Each Option that is unvested as of immediately prior to the Effective Time and subject to performance-based vesting conditions shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Option multiplied by (y) the total number of Shares underlying such Option (with such number, if any, determined in accordance with the terms of the Company equity plan and applicable Option award agreement, as determined by the board of directors of the Company (the "Board") or a committee thereof after consultation with Parent prior to the Effective Time). In each case, if the exercise price per Share of such Option is equal to or greater than the Merger Consideration, such Option shall be cancelled without any cash payment or other consideration being made in respect thereof.
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The portion of each of the Company's restricted stock unit awards (the "RSUs") that is outstanding immediately prior to the Effective Time shall, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of Shares underlying such RSU (including any Shares in respect of dividend equivalent units credited thereon) multiplied by (ii) the Merger Consideration.
The portion of each of the Company's performance stock unit awards (the "PSU") that is outstanding immediately prior to the Effective Time shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of Shares underlying such PSU (with such number determined in accordance with the terms of the Company equity plan and applicable award agreements, as determined by the Board or a committee thereof after consultation with Parent prior to the Effective Time) (including any Shares in respect of dividend equivalent units credited thereon) multiplied by (ii) the Merger Consideration.
The Merger Agreement includes representations, warranties and covenants of the Company, Parent and Acquisition Sub customary for a transaction of this nature. The Company will also use reasonable best efforts to conduct its business in the ordinary course of business prior to the Effective Time.
The Company has agreed to customary "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, the Company 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).
The Merger Agreement also contains termination provisions for both the Company
and Parent, including termination if the Offer has not been consummated by
The foregoing description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1
hereto and which is incorporated herein by reference. The Merger Agreement has
been filed to provide information to investors regarding its terms. The Merger
Agreement is not intended to provide any other factual information about the
Company, Parent or Acquisition Sub, their respective businesses, or the actual
conduct of their respective businesses during the period prior to the
consummation of the Offer, the Merger or the other transactions contemplated
therein. The Merger Agreement and this summary should not be relied upon as
disclosure about the Company or Parent. None of the Company's stockholders or
any other third parties should rely on the representations, warranties and
covenants or any descriptions thereof as characterizations of the actual state
of facts or conditions of the Company, Parent, Acquisition Sub or any of their
respective subsidiaries or affiliates. The Merger Agreement contains
representations and warranties that are the product of negotiations among the
parties thereto and that the parties made to, and solely for the benefit of,
each other as of specified dates. The assertions embodied in those
representations and warranties are subject to qualifications and limitations
agreed to by the respective parties and are also qualified in important part by
confidential disclosure schedules delivered by the Company to Parent and
Acquisition Sub in connection with the Merger Agreement. The representations and
warranties may have been made for the purpose of allocating contractual risk
among the parties to the Merger Agreement instead of establishing these matters
as facts and may be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to stockholders or
investors. Accordingly, investors should consider the information in the Merger
Agreement in conjunction with the entirety of the factual disclosure about the
Company in the Company's public reports filed with the
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On
Tender and Support Agreement
On
The foregoing description of the Tender and Support Agreement does not purport to be complete and is qualified in all respects by reference to the Tender and Support Agreement, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
Additional Information and Where to Find It
The Offer referenced in this filing has not yet commenced. This filing is for information purposes only and is neither an offer to buy nor a solicitation of an offer to sell any securities of the Company, nor is it a substitute for the . . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description 2.1* Agreement and Plan of Merger, dated as ofMay 10, 2023 , by and amongHome Point Capital Inc. ,Heisman Merger Sub, Inc. and Mr. Cooper Group Inc. 10.1 Tender and Support Agreement, dated as ofMay 10, 2023 , by and amongHome Point Capital Inc. , Mr. Cooper Group Inc.,Trident VI, L.P. ,Trident VI Parallel Fund, L.P. ,Trident VI DE Parallel Fund, L.P. andTrident VI Professionals Fund, L.P. 104 Cover Page Interactive Date File (embedded within the Inline XBRL document)
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* Schedules omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K.
agrees to furnish supplementally a copy of any omitted schedule to the
request.
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