MR. COOPER GROUP INC. Item 1.01. Entry into a Material Definitive Agreement.
On
The net proceeds from the Offering, together with cash on hand, will be used to
redeem in full the outstanding 6.500% Senior Notes due 2021 and 6.500% Senior
Notes due 2022 issued by
The Notes were issued pursuant to the Indenture, dated as of
The Indenture contains customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations on, among other things, incurring additional debt or issuing certain preferred shares, paying dividends on or making other distributions in respect of capital stock or making other restricted payments, making certain investments, selling or transferring certain assets, creating liens on certain assets to secure debt, consolidating, merging, selling or otherwise disposing of all or substantially all assets, entering into certain transactions with affiliates and designating subsidiaries as unrestricted subsidiaries.
Prior to
Prior to
On or after
If a "change of control" (as defined in the Indenture) occurs, the holders of the Notes may require the Issuer to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to the repurchase date.
The Notes will be senior unsecured obligations of the Issuer and will rank senior in right of payment to any future subordinated indebtedness of the Issuer, equally in right of payment with all existing and future senior indebtedness of the Issuer and effectively subordinated to any future secured indebtedness of the Issuer to the extent of the value of collateral securing such indebtedness.
The Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company and each of Nationstar's existing and future wholly-owned domestic subsidiaries (other than certain excluded subsidiaries). The guarantees will be senior unsecured obligations of the guarantors and will rank senior in right of payment to any future subordinated indebtedness of the guarantors, equally in right of payment with all existing and future senior indebtedness of the guarantors and effectively subordinated to any future secured indebtedness of the guarantors to the extent of the value of collateral securing such indebtedness. The Notes and the guarantees will be structurally subordinated to the indebtedness and liabilities of the Company's subsidiaries that do not guarantee the Notes.
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The foregoing summaries of the Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the Indenture, a copy of which is filed as Exhibit 4.1 to this Form 8-K, and such documents are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report relating to the Indenture is incorporated by reference into this Item 2.03.
Item 8.01. Other Events 6.500% Senior Notes due 2021
On
6.500% Senior Notes due 2022
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Exhibit 4.1 Indenture, dated as ofJanuary 16, 2020 , amongMr. Cooper Group Inc. ,Nationstar Mortgage Holdings Inc. , the guarantors party thereto andWells Fargo Bank, National Association , as trustee, relating to the 6.000% Senior Notes due 2027 4.2 Form of Global Note for 6.000% Senior Notes due 2027 (included in Exhibit 4.1)
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