공고 • Aug 02
Mr. Cooper Group Inc. (NasdaqCM:COOP) completed the acquisition of Home Point Capital Inc. (NasdaqGS:HMPT).
Mr. Cooper Group Inc. (NasdaqCM:COOP) signed a definitive agreement to acquire Home Point Capital Inc. (NasdaqGS:HMPT) for approximately $320 million on May 10, 2023. Mr. Cooper to commence a tender offer to acquire all of the outstanding shares of common stock of Home Point for $2.33 per Share, net to the seller in cash. As part of the transaction, Mr. Cooper will assume $500 million in outstanding Home Point 5% senior notes which are due in February 2026. Remainder of acquisition funded by MSR financing lines and existing liquidity. Following the onboarding of Home Point customers and the closing of the transaction, Mr. Cooper will shut down the remaining Home Point operations. Under certain circumstances in which the Merger Agreement is terminated, Home Point will pay Mr. Cooper a termination fee of approximately $9.7 million.
Offer is subject to the satisfaction or waiver of conditions, including, among others, there being validly tendered and not validly withdrawn a number of Shares that, considered together with all other Shares (if any) beneficially owned by Mr. Cooper 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; 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. The transaction is expected to close in the third quarter of 2023, subject to customary closing conditions including receipt of regulatory approvals. The board of directors of Home Point and Cooper have unanimously approved this Agreement. On May 10, 2023, in connection with the execution and delivery of the Merger Agreement, Trident VI, L.P., Trident VI Parallel Fund, L.P., Trident VI DE Parallel Fund, L.P. and Trident VI Professionals Fund, L.P., each in its individual capacity as a stockholder of Home Point entered into a tender and support agreement. As of June 28, 2023, the Offer, which was previously scheduled to expire on June 27, 2023, has been extended until July 21, 2023. As of July 24, 2023, expiration date for the offer has been extended until 5:00 p.m., Eastern Time, on July 31, 2023. As of July 26, 2023, transaction is expected to close in the third quarter of 2023. Transaction is accretive to TBV, operating earnings, and ROTCE.
David E. Shapiro, Mark F. Veblen and Jenna E. Levine of Wachtell, Lipton, Rosen & Katz and Richard Fenyes of Simpson Thacher & Bartlett LLP acted as legal advisors to Mr. Cooper. David B. Feirstein, P.C.; Peter C. Fritz, Jared M. Rusman, Timothy L. Company, Scott D. Price, Joshua N. Korff, Jennifer L. Lee, Edwin S. del Hierro, Edwin S. del Hierro of Kirkland & Ellis LLP acted as legal advisors to Home Point and Houlihan Lokey acted as financial advisor and fairness opinion provider to Home Point. Aaron Dixon of Alston & Bird acted as legal counsel to Houlihan Lokey, financial advisor to Home Point Capital. Mr. Cooper has retained D.F. King & Co., Inc. to be the Information Agent and Equiniti Trust Company to be the Depository in connection with the Offer.
Mr. Cooper Group Inc. (NasdaqCM:COOP) completed the acquisition of Home Point Capital Inc. (NasdaqGS:HMPT) on July 31, 2023. The tender offer by Mr. Cooper for all of the outstanding shares of Home Point expired at 5:00 p.m. Eastern Time, on July 31, 2023. Equiniti Trust Company, the depository and paying agent for the tender offer, advised Mr. Cooper that as of the tender offer expiration, a total of 136,532,192 shares of Home Point were tendered and not validly withdrawn, representing approximately 98.5% of the shares outstanding. All of the conditions of the offer have been satisfied, and Mr. Cooper has accepted for payment for $2.33 per share, net to the seller in cash, without interest, all shares that were validly tendered and not validly withdrawn and will promptly pay for all such shares. In connection with the merger, all shares of Home Point not validly tendered have been canceled and converted into the right to receive the same $2.33, net to the seller in cash, without interest, as will be paid for all Home Point shares that were validly tendered and not validly withdrawn. As a result of the transaction, Home Point shares will be delisted and will cease to trade on the Nasdaq Global Select Market.