Item 8.01. Other Events


Notes Offering

On December 2, 2020, Mr. Cooper Group Inc. (the "Company") issued a press release announcing the pricing of its offering by Nationstar Mortgage Holdings Inc. ("Nationstar"), a direct wholly-owned subsidiary of the Company, of $650 million aggregate principal amount of senior unsecured notes in an offering exempt from the registration requirements of the Securities Act of 1933, as amended. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Redemption of 9.125% Senior Notes due 2026

On December 1, 2020, Nationstar, a direct wholly-owned subsidiary of the Company, notified Wells Fargo Bank, National Association, as trustee (the "Trustee"), under the indenture, dated as of July 13, 2018, as amended and supplemented to date, by and among Nationstar, the Trustee and the guarantors party thereto, governing Nationstar's 9.125% Senior Notes due 2026 (the "2026 Notes") that Nationstar intends to redeem all $750 million of its outstanding 2026 Notes on December 11, 2020. Nationstar's redemption of the 2026 Notes is conditioned upon the consummation of the incurrence by Nationstar of additional indebtedness yielding net proceeds that are sufficient, together with cash on hand, to pay the redemption price for the 2026 Notes.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits



Exhibit
Number       Exhibit

99.1           Press release of Mr. Cooper Group Inc., dated December 2, 2020

104          Cover Page Interactive File (the cover page tags are embedded within
             the Inline XBRL document).

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