Mr. Cooper Group Inc. (NASDAQ: COOP) (“Mr. Cooper”) announced
today that Heisman Merger Sub, Inc. (“Purchaser”), a wholly owned
subsidiary of Mr. Cooper, has extended the expiration date of its
offer (the “Offer”) to acquire all of the outstanding shares of
common stock of Home Point Capital Inc. (NASDAQ: HMPT) (“Home
Point”), par value $0.0000000072 per share (“Shares”), for $2.33
per Share, net to the seller in cash, without interest thereon and
subject to any required withholding, pursuant to the Agreement and
Plan of Merger, dated as of May 10, 2023, by and among Mr. Cooper,
Home Point, and Purchaser.
The Offer, which was previously scheduled to expire at 5:00
p.m., Eastern Time, on July 21, 2023, has been extended until 5:00
p.m., Eastern Time, on July 31, 2023.
Equiniti Trust Company, the depositary for the Offer, has
indicated that as of 5:00 p.m., Eastern Time, on July 21, 2023,
approximately 136,198,462 Shares had been validly tendered into and
not validly withdrawn from the tender offer, representing
approximately 98.3% of the outstanding Shares. Holders that have
previously tendered their shares do not need to re-tender their
shares or take any other action in response to this extension.
The Offer is being made pursuant to the terms and conditions
described in the Offer to Purchase, dated May 26, 2023 (as it may
be amended or supplemented from time to time, the “Offer to
Purchase”), the related Letter of Transmittal and certain other
offer documents, copies of which are attached to the Tender Offer
Statement on Schedule TO filed by Mr. Cooper and Purchaser with the
U.S. Securities and Exchange Commission (the “SEC”) on May 26,
2023, as amended.
The Offer is conditioned upon the fulfillment of certain
conditions described in “The Tender Offer—Section 15—Conditions to
the Offer” of the Offer to Purchase, including, but not limited to,
the receipt of consents from the Government National Mortgage
Association and the Federal National Mortgage Association. The
tender offer was extended to allow additional time for the
satisfaction of the remaining conditions to the tender offer.
Cautions Regarding Forward Looking Statements
Certain statements contained in this press release 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. Risks that may cause
these forward-looking statements to be inaccurate include, without
limitation: the possibility that regulatory and other approvals and
conditions to the transactions contemplated by the merger agreement
(the “proposed transactions”) are not received or satisfied on a
timely basis or at all; the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement; the possibility that Mr. Cooper may not fully
realize the projected benefits of the proposed transactions; the
possibility that Mr. Cooper and Home Point will not be integrated
successfully; changes in the anticipated timing for closing the
proposed transactions; business disruption during the pendency of
or following the proposed transactions; diversion of management
time from ongoing business operations due to the proposed
transactions; the risk that any announcements relating to the
proposed transactions could have adverse effects on the market
price of Mr. Cooper’s common stock; the risk that the proposed
transactions and its announcement could have an adverse effect on
the ability of Mr. Cooper to retain customers and retain and hire
key personnel and maintain relationships with customers, suppliers,
employees, stockholders and other business relationships and on its
operating results and business generally; the risk of any
unexpected costs or expenses resulting from the proposed
transactions; and the risk of litigation and/or regulatory actions
related to the proposed transactions. In addition, actual results
are subject to other risks and uncertainties that relate more
broadly to Mr. Cooper’s overall business, including those more
fully described in Mr. Cooper’s filings with the SEC, including its
annual report on Form 10-K for the fiscal year ended December 31,
2022 and subsequent quarterly reports on Form 10-Q. The
forward-looking statements in this press release speak only as of
this date. Mr. Cooper undertakes no obligation to revise or update
publicly any forward-looking statement, except as required by
law.
Additional Information and Where to Find It
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
securities, nor is it a substitute for the tender offer materials
that Mr. Cooper, Home Point, and Purchaser filed with the SEC. At
the time the tender offer was commenced, Mr. Cooper caused
Purchaser to file a tender offer statement on Schedule TO and Home
Point filed a recommendation statement on Schedule 14D-9.
HOME POINT’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ
CAREFULLY THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER
OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 BECAUSE THEY EACH CONTAIN IMPORTANT INFORMATION THAT
HOLDERS OF HOME POINT SECURITIES AND OTHER INVESTORS SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING WITH RESPECT TO THE
TENDER OFFER.
The tender offer materials are available to all stockholders of
Home Point at no expense to them and are available for free at the
SEC’s website at www.sec.gov. Additional copies may be obtained for
free by contacting either Mr. Cooper or Home Point. Copies of the
documents filed with the SEC by Mr. Cooper are available free of
charge on Mr. Cooper’s website at investors.mrcoopergroup.com or
upon written request to Mr. Cooper, at 8950 Cypress Waters
Boulevard, Coppell, Texas 75019, Attention: Corporate Secretary.
Copies of the documents filed with the SEC by Home Point are
available free of charge on Home Point’s website at
investors.homepoint.com.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, Mr. Cooper and Home
Point each file annual, quarterly and current reports, proxy
statements and other information with the SEC. Mr. Cooper and Home
Point’s filings with the SEC are also available for free to the
public from commercial document-retrieval services and at the
website maintained by the SEC at http://www.sec.gov.
About Mr. Cooper Group
Mr. Cooper Group Inc. provides customer-centric servicing,
origination and transaction-based services related principally to
single-family residences throughout the United States with
operations under its primary brands: Mr. Cooper® and Xome®. Mr.
Cooper is one of the largest home loan servicers in the country
focused on delivering a variety of servicing and lending products,
services and technologies.
About Home Point Capital
Home Point Capital, together with its subsidiaries, operates as
a single-family residential mortgage servicer and mortgage
servicing rights asset manager across the United States.
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version on businesswire.com: https://www.businesswire.com/news/home/20230724918183/en/
Media Inquiries: Christen Reyenga, VP Corporate Communications
MediaRelations@mrcooper.com
Shareholder Inquiries: Kenneth Posner, SVP Strategic Planning
and Investor Relations Shareholders@mrcooper.com
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