Filing Details
- Accession Number:
- 0001140361-20-026252
- Form Type:
- 13D Filing
- Publication Date:
- 2020-11-20 16:44:12
- Filed By:
- Kkr Wand Investors Corp
- Company:
- Mr. Cooper Group Inc. (NASDAQ:COOP)
- Filing Date:
- 2020-11-20
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
KKR Wand Holdings Corporation | 2,605,270 | 0 | 2,605,270 | 0 | 2,605,270 | 2.8% |
KKR Wand Investors Corporation | 13,006,776 | 0 | 13,006,776 | 0 | 13,006,776 | 14.3% |
KKR Wand Investors | 0 | 13,006,776 | 0 | 13,006,776 | 13,006,776 | 14.3% |
KKR Wand GP | 0 | 13,006,776 | 0 | 13,006,776 | 13,006,776 | 14.3% |
KKR Group Partnership | 0 | 15,612,046 | 0 | 15,612,046 | 15,612,046 | 17.0% |
KKR Group Holdings Corp | 0 | 15,612,046 | 0 | 15,612,046 | 15,612,046 | 17.0% |
KKR Co. Inc | 0 | 15,612,046 | 0 | 15,612,046 | 15,612,046 | 17.0% |
KKR Management LLP | 0 | 15,612,046 | 0 | 15,612,046 | 15,612,046 | 17.0% |
Henry R. Kravis | 0 | 15,612,046 | 0 | 15,612,046 | 15,612,046 | 17.0% |
George R. Roberts | 0 | 15,612,046 | 0 | 15,612,046 | 15,612,046 | 17.0% |
Jeffrey Livingston | 0 | 0 | 0 | 0 | 0 | 0.0% |
Christopher J. Harrington | 0 | 15,612,046 | 0 | 15,612,046 | 15,612,046 | 17.0% |
Simon Greene | 0 | 15,612,046 | 0 | 15,612,046 | 15,612,046 | 17.0% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
62482R107
(CUSIP Number)
David J. Sorkin, Esq.
Kohlberg Kravis Roberts & Co. L.P.
9 West 57th Street, Suite 4200
New York, New York 10019
Telephone: (212) 750-8300
with a copy to:
Lee Meyerson, Esq.
Elizabeth A. Cooper, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Telephone: (212) 455-2000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 18, 2020
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g)
check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies
are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
CUSIP No. 62482R107 |
1 | NAMES OF REPORTING PERSONS | | | ||
KKR Wand Holdings Corporation | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | |||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Cayman Islands | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
2,605,270 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
2,605,270 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
2,605,270 | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
2.8% | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
CO | | | |||
| |
SCHEDULE 13D
CUSIP No. 62482R107 |
1 | NAMES OF REPORTING PERSONS | | | ||
KKR Wand Investors Corporation | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | |||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Cayman Islands | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
13,006,776 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
13,006,776 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
13,006,776 | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
14.3% | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
CO | | | |||
| |
SCHEDULE 13D
CUSIP No. 62482R107 |
1 | NAMES OF REPORTING PERSONS | | | ||
KKR Wand Investors L.P. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | |||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
13,006,776 | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
13,006,776 | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
13,006,776 | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
14.3% | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
SCHEDULE 13D
CUSIP No. 62482R107 |
1 | NAMES OF REPORTING PERSONS | | | ||
KKR Wand GP LLC | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | |||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
13,006,776 | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
13,006,776 | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
13,006,776 | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
14.3% | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
SCHEDULE 13D
CUSIP No. 62482R107 |
1 | NAMES OF REPORTING PERSONS | | | ||
KKR Group Partnership L.P. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | |||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Cayman Islands | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
15,612,046 | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
15,612,046 | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
15,612,046 | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
17.0% | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
SCHEDULE 13D
CUSIP No. 62482R107 |
1 | NAMES OF REPORTING PERSONS | | | ||
KKR Group Holdings Corp. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | |||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
15,612,046 | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
15,612,046 | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
15,612,046 | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
17.0% | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
CO | | | |||
| |
SCHEDULE 13D
CUSIP No. 62482R107 |
1 | NAMES OF REPORTING PERSONS | | | ||
KKR & Co. Inc. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | |||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
15,612,046 | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
15,612,046 | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
15,612,046 | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
17.0% | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
CO | | | |||
| |
SCHEDULE 13D
CUSIP No. 62482R107 |
1 | NAMES OF REPORTING PERSONS | | | ||
KKR Management LLP | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | |||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
15,612,046 | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
15,612,046 | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
15,612,046 | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
17.0% | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
SCHEDULE 13D
CUSIP No. 62482R107 |
1 | NAMES OF REPORTING PERSONS | | | ||
Henry R. Kravis | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | |||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
United States | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
15,612,046 | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
15,612,046 | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
15,612,046 | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
17.0% | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
IN | | | |||
| |
SCHEDULE 13D
CUSIP No. 62482R107 |
1 | NAMES OF REPORTING PERSONS | | | ||
George R. Roberts | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | |||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
United States | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
15,612,046 | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
15,612,046 | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
15,612,046 | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
17.0% | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
IN | | | |||
| |
SCHEDULE 13D
CUSIP No. 62482R107 |
1 | NAMES OF REPORTING PERSONS | | | ||
Jeffrey Livingston | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | |||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
United States | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
0 | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
0.0% | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
IN | | | |||
| |
SCHEDULE 13D
CUSIP No. 62482R107 |
1 | NAMES OF REPORTING PERSONS | | | ||
Christopher J. Harrington | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | |||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
United States | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
15,612,046 | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
15,612,046 | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
15,612,046 | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
17.0% | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
IN | | | |||
| |
SCHEDULE 13D
CUSIP No. 62482R107 |
1 | NAMES OF REPORTING PERSONS | | | ||
Simon Greene | | | |||
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | |||
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3 | SEC USE ONLY | | | ||
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4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
OO | | | |||
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
United States | | | |||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
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8 | SHARED VOTING POWER | | | ||
15,612,046 | | | |||
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9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
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10 | SHARED DISPOSITIVE POWER | | | ||
15,612,046 | | | |||
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
15,612,046 | | | |||
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
17.0% | | | |||
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14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
IN | | | |||
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This Amendment No. 5 supplements and amends the Schedule 13D filed on January 7, 2015 by certain of the Reporting Persons (as defined below), as amended by Amendment No. 1 to the Schedule 13D filed on January 9, 2018, as
amended by Amendment No. 2 to the Schedule 13D filed on February 15, 2018, as amended by Amendment No. 3 to the Schedule 13D filed on August 2, 2018, as amended by Amendment No. 4 to the Schedule 13D filed on December 31, 2019 (as so amended, the
“Schedule 13D”), relating to the shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Mr. Cooper Group Inc., a Delaware corporation, and represents an initial filing of Schedule 13D by Simon Greene. This Amendment reflects,
among other things, (i) that Simon Green replaced Jeffrey Livingston as a director and voting stockholder of each of KKR Wand Holdings Corporation and KKR Wand Investors Corporation, and (ii) in connection with an internal reorganization that
became effective on January 1, 2020 (the “KKR Reorganization”), the removal of KKR Fund Holdings GP Limited as a Reporting Person on this Schedule 13D as a result of its dissolution and the renaming of KKR Fund Holdings L.P. as KKR Group
Partnership L.P. The KKR Reorganization did not involve any purchase or sale of securities of the Issuer. Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically
provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 5 shall have the same meanings
herein as are ascribed to such terms in the Schedule 13D.
Item 2. | Identity and Background. |
Item 2 of the Schedule 13D is hereby amended and restated as follows:
(a), (f) | This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), by: |
(i) KKR Wand Holdings Corporation, a Cayman Islands exempted company (“KKR Wand Holdings”);
(ii) KKR Wand Investors Corporation, a Cayman Islands exempted company (“KKR Wand Investors”);
(iii) KKR Wand Investors L.P., a Delaware limited partnership (“KKR Wand LP”);
(iv) KKR Wand GP LLC, a Delaware limited liability company (“KKR Wand GP”);
(v) KKR Group Partnership L.P., a Cayman Islands exempted limited partnership (“KKR Group Partnership”);
(vi) KKR Group Holdings Corp., a Delaware corporation (“KKR Group Holdings”);
(vii) KKR & Co. Inc., a Delaware corporation (“KKR & Co.”);
(viii) KKR Management LLP, a Delaware limited liability partnership (“KKR Management”);
(ix) Henry R. Kravis, a United States citizen;
(x) George R. Roberts, a United States citizen;
(xi) Jeffrey Livingston, a United States citizen;
(xii) Christopher J. Harrington, a United States citizen; and
(xiii) Simon Greene, a United States citizen (the persons and entities listed in items (i) through (xiii) are collectively referred to herein as the “Reporting Persons”).
The sole directors and holders of voting stock of each of KKR Wand Holdings and KKR Wand Investors are Christopher J. Harrington and Simon Greene. Messrs. Harrington and Greene are executives of
Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and/or one or more of its affiliates. KKR Group Partnership, an affiliate of KKR, owns 100% of the economic interest in KKR Wand Holdings. KKR Wand LP owns 100% of the economic interest in KKR Wand
Investors. KKR Wand GP is the general partner of KKR Wand LP and a wholly owned subsidiary of KKR Group Partnership. KKR Group Partnership may be deemed to have shared beneficial ownership over the securities held by KKR Wand Holdings and KKR
Wand Investors. KKR Group Holdings is the general partner of KKR Group Partnership. KKR & Co. is the sole shareholder of KKR Group Holdings. KKR Management is the Series I preferred stockholder of KKR & Co. Messrs. Henry R. Kravis and
George R. Roberts are the founding partners of KKR Management.
Each of Messrs. Scott Nuttall, Joseph Bae, Robert Lewin and David Sorkin is a director of KKR Group Holdings. The executive officers of KKR Group Holdings and KKR & Co. are Messrs. Kravis, Roberts,
Nuttall, Bae, Lewin and Sorkin. The directors of KKR & Co. are listed on Annex A attached hereto, which is incorporated herein by reference.
Each of Messrs. Nuttall, Bae and Sorkin is a United States citizen. Mr. Lewin is a Canadian citizen.
The Reporting Persons have entered into a joint filing agreement, dated as of November 20, 2020, a copy of which is attached hereto as Exhibit Y.
(b) | The address of the business office of each of the Reporting Persons, except for Mr. Roberts, and Messrs. Nuttall, Bae, Lewin and Sorkin and the other individuals named in this Item 2 is: |
c/o Kohlberg Kravis Roberts & Co. L.P.
9 West 57th Street, Suite 4200
New York, New York 10019
The address of the principal business office of Mr. Roberts is:
c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025
(c) | Each of KKR Group Partnership, KKR Group Holdings, KKR & Co. and KKR Management is principally engaged as a holding company for the subsidiaries engaged in the investment management business. Each of KKR Wand
Holdings, KKR Wand Investors, KKR Wand LP and KKR Wand GP was formed for the purpose of holding the securities of the Issuer reported herein. |
The present principal occupation or employment of each of Messrs. Kravis, Roberts, Harrington, Greene, Nuttall, Bae, Lewin and Sorkin is as an executive of KKR and/or one or more of its affiliates. The
present principal occupation of each of the other individuals named in Item 2 is listed on Annex A.
(d) | During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). |
(e) | During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws. |
Item 3. | Source and Amount of Funds or Other Considerations. |
Item 3 of the Schedule 13D is hereby amended and supplemented by the following:
On November 18, 2020, Simon Greene replaced Jeffrey Livingston as a voting stockholder of each of KKR Wand Holdings Corporation and KKR Wand Investors Corporation, and on September 21, 2020, Mr.
Livingston resigned as a director of each such entity. On November 18, 2020, Mr. Greene was appointed as a director of each of KKR Wand Holdings Corporation and KKR Wand Investors Corporation.
Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated as follows:
The information set forth on the cover pages of this Schedule 13D is incorporated herein by reference.
(a) and (b). The Reporting Persons beneficially own an aggregate of 15,612,046 shares of Common Stock, which represent, in the aggregate, approximately, 17.0% of the outstanding shares of Common Stock. The 15,612,046
shares of Common Stock consist of 1,000,000 shares of the Issuer’s Series A Convertible Preferred
Stock (“Series A Preferred Stock”) held directly by KKR Wand Holdings convertible into 838,802 shares of Common Stock, 1,766,468 shares of Common Stock held directly by KKR Wand Holdings, and 13,006,776 shares of
Common Stock held directly by KKR Wand Investors. The percentage of beneficial ownership in this Schedule 13D is based on 90,853,569 shares of Common Stock outstanding as of October 23, 2020, as reported in the Quarterly Report on Form 10-Q filed
by the Issuer on October 29, 2020, and assumes that all 838,802 shares underlying such Series A Preferred Stock have been converted, as applicable, and are outstanding.
Each of Mr. Harrington and Mr. Greene (as the sole directors and holders of voting stock of KKR Wand Holdings and KKR Wand Investors) may be deemed to be the beneficial owner of the securities owned
directly by KKR Wand Holdings and KKR Wand Investors. Messrs. Harrington and Greene are executives at KKR and/or one of its affiliates. KKR Group Partnership, an affiliate of KKR, owns 100% of the economic interest in KKR Wand Holdings. KKR Wand
LP owns 100% of the economic interest in KKR Wand Investors. KKR Wand GP is the general partner of KKR Wand LP and is a wholly owned subsidiary of KKR Group Partnership. KKR Group Partnership may be deemed to have shared beneficial ownership over
the securities beneficially owned directly by KKR Wand Holdings and KKR Wand Investors. Each of KKR Group Holdings (as the general partner of KKR Group Partnership), KKR & Co. (as the sole shareholder of KKR Group Holdings), KKR Management (as
the Series I preferred stockholder of KKR & Co.), and Messrs. Henry R. Kravis and George R. Roberts (as the founding partners of KKR Management), may be deemed to have shared beneficial ownership of the securities beneficially owned directly by
KKR Wand Holdings and KKR Wand Investors, and each disclaims beneficial ownership of the securities.
To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any shares of Common Stock except as described herein.
(c) Except as otherwise described in this Schedule 13D, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2 has engaged in any
transaction in any shares of Common Stock during the past 60 days.
(d) Except as otherwise described in this Schedule 13D, to the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of
the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.
(e) As described above in this Schedule 13D, as of November 18, 2020, Mr. Livingston ceased to beneficially own more than five percent of the outstanding Common Stock.
Item 7. | Materials to be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amended by adding the following at the end thereof:
Exhibit No. | Description |
Exhibit Y | Joint Filing Agreement dated November 20, 2020 |
Exhibit Z | Power of Attorney for Simon Greene |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 20, 2020
KKR WAND HOLDINGS CORPORATION | ||
By: /s/ Terence P. Gallagher | ||
Name: Terence P. Gallagher | ||
Title: Attorney-in-fact for Christopher J. Harrington, Director | ||
KKR WAND INVESTORS CORPORATION | ||
By: /s/ Terence P. Gallagher | ||
Name: Terence P. Gallagher | ||
Title: Attorney-in-fact for Christopher J. Harrington, Director | ||
KKR WAND INVESTORS L.P. | ||
By: KKR Wand GP LLC, its general partner | ||
By: /s/ Terence P. Gallagher | ||
Name: Terence P. Gallagher | ||
Title: Attorney-in-fact for Christopher J. Harrington, President | ||
KKR WAND GP LLC | ||
By: /s/ Terence P. Gallagher | ||
Name: Terence P. Gallagher | ||
Title: Attorney-in-fact for Christopher J. Harrington, President | ||
KKR GROUP PARTNERSHIP L.P. | ||
By: | KKR Group Holdings Corp., a general partner | |
By: | /s/ Terence P. Gallagher | |
Name: Terence P. Gallagher | ||
Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer | ||
KKR GROUP HOLDINGS CORP. | ||
By: | /s/ Terence P. Gallagher | |
Name: Terence P. Gallagher | ||
Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer |
KKR & CO. INC. | ||
By: | /s/ Terence P. Gallagher | |
Name: Terence P. Gallagher | ||
Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer |
KKR MANAGEMENT LLP | ||
By: | /s/ Terence P. Gallagher | |
Name: Terence P. Gallagher | ||
Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer | ||
HENRY R. KRAVIS | ||
By: | /s/ Terence P. Gallagher | |
Name: Terence P. Gallagher | ||
Title: Attorney-in-fact | ||
GEORGE R. ROBERTS | ||
By: | /s/ Terence P. Gallagher | |
Name: Terence P. Gallagher | ||
Title: Attorney-in-fact | ||
JEFFREY LIVINGSTON | ||
By: | /s/ Terence P. Gallagher | |
Name: Terence P. Gallagher | ||
Title: Attorney-in-fact | ||
CHRISTOPHER J. HARRINGTON | ||
By: | /s/ Terence P. Gallagher | |
Name: Terence P. Gallagher | ||
Title: Attorney-in-fact | ||
SIMON GREENE | ||
By: | /s/ Terence P. Gallagher | |
Name: Terence P. Gallagher | ||
Title: Attorney-in-fact |
Annex A
Directors of KKR & Co. Inc.
The following sets forth the name and principal occupation of each of the directors of KKR & Co. Inc. Each of such persons is a citizen of the United States other than Xavier Niel, who is a citizen of France.
Name | Principal Occupation |
Henry R. Kravis | Co-Chief Executive Officer, Co-Chairman of KKR & Co. Inc. |
George R. Roberts | Co-Chief Executive Officer, Co-Chairman of KKR & Co. Inc. |
Joseph Y. Bae | Co-President, Co-Chief Operating Officer of KKR & Co. Inc. |
Scott C. Nuttall | Co-President, Co-Chief Operating Officer of KKR & Co. Inc. |
Mary N. Dillon | Chief Executive Officer of Ulta Beauty, Inc. |
David C. Drummond | Former Senior Vice President, Corporate Development, Chief Legal Officer and Secretary of Alphabet Inc. |
Joseph A. Grundfest | William A. Franke Professor of Law and Business of Stanford Law School |
John B. Hess | Chief Executive Officer of Hess Corporation |
Xavier Niel | Founder, Deputy Chairman of the Board and Chief Strategy Officer of Iliad SA |
Patricia F. Russo | Retired, Former Chief Executive Officer of Alcatel-Lucent |
Thomas M. Schoewe | Retired, Former Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc. |
Robert W. Scully | Retired, Former Member, Office of the Chairman of Morgan Stanley |
EXHIBIT INDEX
The Exhibit Index is hereby amended by adding the following at the end thereof:
Exhibit No. | Description |
Joint Filing Agreement dated November 20, 2020 | |
Power of Attorney for Simon Greene |