| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Home Point Capital 5.000% Senior Notes due 2026
Following the completion of the Merger, there will remain outstanding $500.0 million aggregate principal amount of Home Point Capital Notes. The Home Point Capital Notes were issued pursuant to the Home Point Capital Indenture. Interest on the Home Point Capital Notes is payable semi-annually on February 1 and August 1 until the Home Point Capital Notes’ maturity on February 1, 2026. Home Point Capital repurchased and retired $50.0 million of outstanding Home Point Capital Notes during the second quarter of 2022.
The Home Point Capital Indenture contains covenants and restrictions that, among other things and subject to certain exceptions, limit the ability of Nationstar (as successor-in-interest to Home Point Capital) and its restricted subsidiaries to (i) incur certain additional debt or issue certain preferred shares; (ii) incur liens; (iii) make certain distributions, investments, and other restricted payments; (iv) engage in certain transactions with affiliates; and (v) merge or consolidate or sell, transfer, lease, or otherwise dispose of all or substantially all of their assets. These covenants are subject to a number of important exceptions and qualifications set forth in the Home Point Capital Indenture.
The Home Point Capital Indenture provides for customary events of default, which include (subject in certain cases to customary grace and cure periods), among others: nonpayment of principal or interest, breach of covenants or other agreements in the Indenture, defaults in failure to pay certain other indebtedness, and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the Home Point Capital Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Home Point Capital Notes may declare the principal of and accrued but unpaid interest on all of the Home Point Capital Notes to be due and payable.
A copy of the Home Point Capital Indenture is attached as Exhibit 4.1 hereto and is incorporated herein by reference. The descriptions of the material terms of the Home Point Capital Indenture and the Home Point Capital Notes are qualified in their entirety by reference to such exhibit.
On August 1, 2023, the Company completed its previously announced acquisition of Home Point Capital.
At 5:00 p.m. Eastern Time on July 31, 2023, the tender offer by Heisman Merger Sub, Inc. (“Purchaser”), a wholly owned subsidiary of the Company, for all of the outstanding shares of common stock, par value $0.0000000072 per share, of Home Point Capital (the “Shares”) expired. The Company 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.
Following its acceptance of the tendered Shares, the Company completed the acquisition through a merger of Purchaser with and into Home Point Capital (the “Merger”). As a result of the Merger, the separate existence of Purchaser ceased, and Home Point Capital continued as the surviving corporation and a wholly owned subsidiary of the Company. In connection with the Merger, all Shares not validly tendered (other than any Shares held by Home Point Capital, the Company or any of their respective direct or indirect wholly owned subsidiaries or by any person who is entitled to, and has properly exercised and perfected their demand for, statutory appraisal of his or her Shares) have been canceled and converted into the right to receive $2.33, net to the seller in cash, without interest, subject to any required withholding taxes. Following the Merger, the Company consummated certain related internal reorganization transactions, including a merger of Home Point Capital into Nationstar.
Also on August 1, 2023, the Company issued a press release announcing the closing of the acquisition of Home Point Capital. The full text of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Cautions Regarding Forward Looking Statements
Certain statements contained in this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Such forward-looking statements are often identified by words such as “anticipate,” “approximate,” “believe,” “commit,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “outlook,” “plan,” “project,” “potential,” “should,” “would,” “will” and other similar words or expressions. Risks that may cause these forward-looking statements to be inaccurate include, without limitation: the possibility that the Company may not fully realize the
