8-K
filed August 1, 2023, 7:59 PM ET
CIK 0001830197
M&A
confidence high
sentiment neutral
materiality 1.00
Home Point Capital Inc.: M&A transaction — Home Point Capital acquired by Mr. Cooper Group for $2.33/share; merger completed
Home Point Capital Inc.
- Mr. Cooper Group completed acquisition of Home Point Capital for $2.33 per share in cash.
- Approximately 98.5% of shares (136,532,192) validly tendered; all conditions satisfied.
- Merger effective August 1, 2023; Home Point Capital now wholly owned subsidiary of Mr. Cooper.
- Credit agreement with Goldman Sachs repaid and terminated on July 28, 2023.
- All directors resigned; stock to be delisted from Nasdaq; new board appointed.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Andrew Bon Salle resigned as Director at Home Point Capital Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
(i) each of Andrew Bon Salle, William A. Newman, Laurie Goodman, Agha Khan, Stephen Levey, Timothy Morse, Eric Rosenzweig and Joanna Zabriskie resigned from his or her respective position as a member of the Board and all committees thereof, effective as of the Effective Time and (ii) the members of the board of directors of Acquisition Sub immediately prior to the Effective Time became members of the Board effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Laurie Goodman resigned as Director at Home Point Capital Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
(i) each of Andrew Bon Salle, William A. Newman, Laurie Goodman, Agha Khan, Stephen Levey, Timothy Morse, Eric Rosenzweig and Joanna Zabriskie resigned from his or her respective position as a member of the Board and all committees thereof, effective as of the Effective Time and (ii) the members of the board of directors of Acquisition Sub immediately prior to the Effective Time became members of the Board effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Timothy Morse resigned as Director at Home Point Capital Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
(i) each of Andrew Bon Salle, William A. Newman, Laurie Goodman, Agha Khan, Stephen Levey, Timothy Morse, Eric Rosenzweig and Joanna Zabriskie resigned from his or her respective position as a member of the Board and all committees thereof, effective as of the Effective Time and (ii) the members of the board of directors of Acquisition Sub immediately prior to the Effective Time became members of the Board effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
William A. Newman resigned as Director at Home Point Capital Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
(i) each of Andrew Bon Salle, William A. Newman, Laurie Goodman, Agha Khan, Stephen Levey, Timothy Morse, Eric Rosenzweig and Joanna Zabriskie resigned from his or her respective position as a member of the Board and all committees thereof, effective as of the Effective Time and (ii) the members of the board of directors of Acquisition Sub immediately prior to the Effective Time became members of the Board effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Stephen Levey resigned as Director at Home Point Capital Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
(i) each of Andrew Bon Salle, William A. Newman, Laurie Goodman, Agha Khan, Stephen Levey, Timothy Morse, Eric Rosenzweig and Joanna Zabriskie resigned from his or her respective position as a member of the Board and all committees thereof, effective as of the Effective Time and (ii) the members of the board of directors of Acquisition Sub immediately prior to the Effective Time became members of the Board effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Joanna Zabriskie resigned as Director at Home Point Capital Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
(i) each of Andrew Bon Salle, William A. Newman, Laurie Goodman, Agha Khan, Stephen Levey, Timothy Morse, Eric Rosenzweig and Joanna Zabriskie resigned from his or her respective position as a member of the Board and all committees thereof, effective as of the Effective Time and (ii) the members of the board of directors of Acquisition Sub immediately prior to the Effective Time became members of the Board effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Eric Rosenzweig resigned as Director at Home Point Capital Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
(i) each of Andrew Bon Salle, William A. Newman, Laurie Goodman, Agha Khan, Stephen Levey, Timothy Morse, Eric Rosenzweig and Joanna Zabriskie resigned from his or her respective position as a member of the Board and all committees thereof, effective as of the Effective Time and (ii) the members of the board of directors of Acquisition Sub immediately prior to the Effective Time became members of the Board effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Agha Khan resigned as Director at Home Point Capital Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
(i) each of Andrew Bon Salle, William A. Newman, Laurie Goodman, Agha Khan, Stephen Levey, Timothy Morse, Eric Rosenzweig and Joanna Zabriskie resigned from his or her respective position as a member of the Board and all committees thereof, effective as of the Effective Time and (ii) the members of the board of directors of Acquisition Sub immediately prior to the Effective Time became members of the Board effective as of the Effective Time.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Home Point Capital Inc.: Certificate of incorporation amended and restated in its entirety effective as of the Effective Time.
- Change
- charter amendment
Exact text from the filing
the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Home Point Capital Inc.: Bylaws amended and restated in their entirety effective as of the Effective Time.
- Change
- bylaw amendment
Exact text from the filing
the bylaws of the Company were amended and restated in their entirety effective as the Effective Time
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Home Point Capital Inc. underwent a change of control involving Mr. Cooper Group Inc. for $2.33 per Share (closed 2023-08-01).
- Action
- change of control
- Counterparty
- Mr. Cooper Group Inc.
- Consideration
- $2.33 per Share
- Closing
- 2023-08-01
Exact text from the filing
common stock, par value $0.0000000072 per share, of the Company (such shares, the “ Shares ” and such stock, the “ Company Common Stock ”), other than the excluded shares, for $2.33 per Share, net to the seller in cash, without interest thereon (the “ Offer Price ”), and subject to any required withholding, upon the terms and subject to the conditions of the
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Home Point Capital Inc. terminated Credit Agreement with Goldman Sachs Bank USA (effective 2023-07-27).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Goldman Sachs Bank USA
- Effective
- 2023-07-27
Exact text from the filing
On July 27, 2023, the Company repaid all advances and other obligations outstanding under that certain Second Amended and Restated Credit Agreement, dated as of May 4, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), by and among the Company, Home Point Financial Corporation, Goldman Sachs Bank USA, as the sole lender, and Goldman Sachs Bank USA, as the administrative agent, and thereafter terminated the Credit Agreement and all commitments previously available thereunder on July 28, 2023.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Home Point Capital Inc. entered into a merger with Mr. Cooper Group Inc. (effective 2023-07-10).
- Action
- entry
- Agreement
- merger
- Counterparty
- Mr. Cooper Group Inc.
- Effective
- 2023-07-10
Exact text from the filing
10, 2023, with Mr. Cooper Group Inc., a Delaware corporation (“ Parent ”), and Heisman Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“ Acquisition Sub ”).
View on SEC.gov
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