COOP Mr Cooper Group Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): November 6, 2024 (October 31, 2024)

 

 

Mr. Cooper Group Inc.

(Exact Name of Registrant as Specified in Charter) 

 

 

Delaware		001-14667		91-1653725
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

8950 Cypress Waters Blvd.

Coppell, TX 75019

(Address of Principal Executive Offices, and Zip Code)

 

469.549.2000

Registrant’s Telephone Number, Including Area Code

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	COOP	The Nasdaq Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 2.01

Completion of Acquisition or Disposition of Assets.

 

On October 31, 2024, Nationstar Mortgage LLC (“Nationstar”), a Delaware limited liability company and operating subsidiary of Mr. Cooper Group Inc. (the “Company”), completed its previously announced acquisition (the “Acquisition”) of certain assets, including mortgage servicing rights, subservicing contracts, and third-party origination assets from Flagstar Bank, N.A. (“Flagstar”), a national banking association and a wholly owned subsidiary of Flagstar Financial, Inc., for an aggregate purchase price of approximately $1.3 billion in cash. The Acquisition was effected pursuant to the terms of the Agreement for Bulk Purchase and Sale of Mortgage Servicing Rights and the Asset Purchase Agreement, each dated as of July 25, 2024, by and between Nationstar and Flagstar.

 

On November 1, 2024, the Company issued a press release announcing the completion of the Acquisition. The full text of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

 

Item 9.01

Financial Statements and Exhibits.

 

(a) Financial statements of business acquired.

 

Mr. Cooper will file by amendment to this Form 8-K the financial statements required by this Item 9.01(a) no later than 71 calendar days after the date this Form 8-K was required to be filed.

 

(b) Pro forma financial information.

 

Mr. Cooper will file by amendment to this Form 8-K the pro forma financial information required by this Item 9.01(b) no later than 71 calendar days after the date this Form 8-K was required to be filed.

 

(d) Exhibits

 

Exhibit Number		Exhibit
99.1		Press release of Mr. Cooper Group Inc., dated November 1, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Mr. Cooper Group Inc.
Date:  November 6, 2024	By:	/s/ Kurt Johnson
		Kurt Johnson Executive Vice President & Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Mr. Cooper Completes Acquisition of Flagstar’s Mortgage Operations

 

DALLAS, TX (November 1, 2024) – Mr. Cooper Group Inc. (“Mr. Cooper”) announced today that it has closed the previously announced acquisition of Flagstar Bank N.A. (“Flagstar”)’s mortgage operations. The transaction included acquisition of MSRs, advances, subservicing contracts, and Flagstar’s third-party origination platform for approximately $1.3 billion in cash. 

 

Mr. Cooper’s Chairman and CEO Jay Bray commented, “This acquisition demonstrates our ability to deliver full-service solutions to financial institutions and other clients, helping them manage their balance sheet and legacy and ongoing operations to achieve their strategic goals. We welcome Flagstar’s customers, clients, and team members to Mr. Cooper and expect to fully integrate operations onto our platform during early 2025.”

 

Mike Weinbach, Mr. Cooper Group President, added, “We now serve more than 6 million customers, and for every single customer we are dedicated to keeping the dream of homeownership alive and to finding ways to achieve their financial goals.”

 

Wachtell, Lipton, Rosen & Katz acted as legal advisor to Mr. Cooper.

 

About Mr. Cooper Group Inc.

Mr. Cooper Group Inc. (NASDAQ: COOP) provides quality servicing, origination and transaction-based services related principally to single-family residences throughout the United States with operations under its primary brands: Mr. Cooper®, Xome®, and Rushmore Servicing®. Mr. Cooper is the largest home loan servicer in the country focused on delivering a variety of servicing and lending products, services, and technologies. Xome provides technology and data enhanced solutions to homebuyers, home sellers, real estate agents and mortgage companies. For more information, visit www.mrcoopergroup.com.

 

Contact:

Kenneth Posner

(469) 426-3633

Kenneth.Posner@mrcooper.com

Shareholders@mrcooper.com

 

 

Media Inquiries:
Christen Reyenga, VP Corporate Communications
MediaRelations@mrcooper.com

 

 

v3.24.3

Cover	Oct. 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 31, 2024
Entity File Number	001-14667
Entity Registrant Name	Mr. Cooper Group Inc.
Entity Central Index Key	0000933136
Entity Tax Identification Number	91-1653725
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	8950 Cypress Waters Blvd.
Entity Address, City or Town	Coppell
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75019
City Area Code	469
Local Phone Number	549.2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	COOP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---