UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Mr. Cooper Group Inc.
| (Name of Issuer) |
Common Stock, par value $0.01 per share |
| (Title of Class of Securities) |
62482R107 |
| (CUSIP Number) |
|
| December 31, 2019 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 62482R107 | SCHEDULE 13G/A | Page 2 of 10 Pages |
| 1 | NAME OF REPORTING PERSONS Greywolf Event Driven Master Fund | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) o (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | ||
| 6 | SHARED VOTING POWER 1,556,066 | |||
| 7 | SOLE DISPOSITIVE POWER -0- | |||
| 8 | SHARED DISPOSITIVE POWER 1,556,066 | |||
| CUSIP No. 62482R107 | SCHEDULE 13G/A | Page 3 of 10 Pages |
| 1 | NAME OF REPORTING PERSONS Greywolf Strategic Master Fund SPC, Ltd. - MSP1 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) o (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | ||
| 6 | SHARED VOTING POWER 1,590,696 | |||
| 7 | SOLE DISPOSITIVE POWER -0- | |||
| 8 | SHARED DISPOSITIVE POWER 1,590,696 | |||
| CUSIP No. 62482R107 | SCHEDULE 13G/A | Page 4 of 10 Pages |
| 1 | NAME OF REPORTING PERSONS Greywolf Strategic Master Fund SPC, Ltd. - MSP6 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) o (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | ||
| 6 | SHARED VOTING POWER 800,762 | |||
| 7 | SOLE DISPOSITIVE POWER -0- | |||
| 8 | SHARED DISPOSITIVE POWER 800,762 | |||
| CUSIP No. 62482R107 | SCHEDULE 13G/A | Page 5 of 10 Pages |
| 1 | NAME OF REPORTING PERSONS Greywolf Capital Management LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) o (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | ||
| 6 | SHARED VOTING POWER 3,947,524 | |||
| 7 | SOLE DISPOSITIVE POWER -0- | |||
| 8 | SHARED DISPOSITIVE POWER 3,947,524 | |||
| CUSIP No. 62482R107 | SCHEDULE 13G/A | Page 6 of 10 Pages |
| 1 | NAME OF REPORTING PERSONS Greywolf GP LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) o (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | ||
| 6 | SHARED VOTING POWER 3,947,524 | |||
| 7 | SOLE DISPOSITIVE POWER -0- | |||
| 8 | SHARED DISPOSITIVE POWER 3,947,524 | |||
| CUSIP No. 62482R107 | SCHEDULE 13G/A | Page 7 of 10 Pages |
| 1 | NAME OF REPORTING PERSONS Jonathan Savitz | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) o (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | ||
| 6 | SHARED VOTING POWER 3,947,524 | |||
| 7 | SOLE DISPOSITIVE POWER -0- | |||
| 8 | SHARED DISPOSITIVE POWER 3,947,524 | |||
| CUSIP No. 62482R107 | SCHEDULE 13G/A | Page 8 of 10 Pages |
This Amendment No.8 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on April 15, 2012(together with all prior and current amendments thereto, this “Schedule 13G/A”).
| Item 1. | (a) Name of Issuer: |
Mr. Cooper Group Inc. (the “Company”)
| (b) Address of Issuer’s Principal Executive Offices: |
8950 Cypress Waters Blvd
Coppell, TX 75019
| Item 2. | (a) Name of Person Filing: |
(i) Greywolf Event Driven Master Fund, a Cayman Islands exempted company (“Greywolf Event Driven”), with respect to the Shares held by it;
(ii) Greywolf Strategic Master Fund SPC, Ltd. - MSP1, a Cayman Islands exempted company (“MSP1”), with respect to the Shares held by it;
(iii) Greywolf Strategic Master Fund SPC, Ltd. - MSP6, a Cayman Islands exempted company (“MSP6”), with respect to the Shares held by it;
(iv) Greywolf Capital Management LP, a Delaware limited partnership and the investment manager of Greywolf Event Driven, MSP1 and MSP6 (the “Investment Manager”), with respect to the Shares held by the Greywolf Funds (as defined below);
(v) Greywolf GP LLC, a Delaware limited liability company and the general partner of the Investment Manager (the “Investment Manager General Partner”), with respect to the Shares held by the Greywolf Funds; and
(vi) Jonathan Savitz, a United States citizen and the sole managing member of the Investment Manager General Partner (“Savitz”), with respect to the Shares held by the Greywolf Funds.
Greywolf Event Driven, MSP1, and MSP6 are together referred to herein as the “Greywolf Funds.”
| (b) Address of Principal Business Office, or, if none, Residence: |
The address of the principal business office of (i) all of the Reporting Persons other than Greywolf Event Driven, MSP1 and MSP 6 is 4 Manhattanville Road, Suite 201, Purchase, New York 10577; (ii) Greywolf Event Driven is 190 Elgin Avenue, George Town, GRAND CAYMAN, KY1-9007; and (iii) MSP1 and MSP6 is Ugland House, P.O. Box 309, South Church Street, George Town, Grand Cayman KY1-1104.
| (c) Citizenship: |
The citizenship of each of the Reporting Persons is set forth in the cover page for each Reporting Person.
| (d) Title of Class of Securities: |
Common Stock, par value $0.01 per share (the “Shares”)
| (e) CUSIP Number: |
62482R107
| CUSIP No. 62482R107 | SCHEDULE 13G/A | Page 9 of 10 Pages |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is an entity specified in (a) - (k): |
Item 4. Ownership
The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person.
The Shares reported hereby for each of the Greywolf Funds are owned directly by such Greywolf Fund. The Investment Manager, as investment manager of the Greywolf Funds, may be deemed to be a beneficial owner of all such Shares owned by the Greywolf Funds. The Investment Manager General Partner, as general partner of the Investment Manager, may be deemed to be a beneficial owner of all such Shares owned by the Greywolf Funds. Savitz, as the sole managing member of the Investment Manager General Partner, may be deemed to be a beneficial owner of all such Shares owned by the Greywolf Funds.Each of the Investment Manager, the Investment Manager General Partner and Savitz hereby disclaims any beneficial ownership of any such Shares.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable.
