MR. COOPER GROUP INC. Item 1.01 Entry into a Material Definitive Agreement.
On
The completion of the Transaction is subject to customary closing conditions, including (1) the expiration or termination of any and all waiting periods (and extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the Transaction and (2) the absence of any judgment or order from any governmental entity making the Transaction illegal, otherwise restraining or prohibiting consummation of the Transaction. Each party's obligation to consummate the Transaction pursuant to the Transaction Agreement is also subject to certain additional customary closing conditions, including (i) the accuracy of the representations and warranties of the other party, subject to specified materiality qualifications, (ii) performance or compliance in all material respects by the other party of its covenants and agreements under the Transaction Agreement and (iii) the absence of a material adverse effect with respect to the other party since the date of the Transaction Agreement that is continuing as of immediately prior to the closing.
The Transaction Agreement contains customary representations, warranties and covenants by each party that are subject, in some cases, to specified exceptions and qualifications contained in the Transaction Agreement.
The Transaction Agreement contains certain termination rights, including the
right of either the Transferor or
The foregoing description of the Transaction Agreement is not complete and is
qualified in its entirety by reference to the Transaction 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 Transaction Agreement have been made only for the purposes of
the Transaction 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 Transaction Agreement instead of
establishing these matters as facts. In addition, information regarding the
subject matter of the representations and warranties made in the Transaction
Agreement may change after the date of the Transaction Agreement. Accordingly,
the Transaction 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
Transferor,
Item 8.01 Other Events.
On
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.
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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
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following materials are attached as exhibits to this Current Report on Form
8-K:
Exhibit
Number Description
2.1 Contribution Agreement, dated as of February 10, 2022 , by and
among Nationstar Mortgage LLC , Sagent M&C, LLC and solely for
the purposes set forth therein, Mr. Cooper Group Inc. *
99.1 Press Release
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
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