Roosevelt Management Company LLC (“Roosevelt”), a Delaware limited liability company, is a
New York-based firm with an advisory business that is focused on investments, directly or
indirectly, in, and the management of, U.S. residential mortgage loans (“Loans”), foreclosed real
estate (“REO”), interests in mortgage servicing rights related to Loans (“MSR Interests” and,
collectively with Loans and REO, “Real Estate Related Assets”). Roosevelt was founded in 2008
by a team of veteran mortgage professionals with experience in pricing, due diligence, asset
management, servicing oversight, and restructuring of distressed mortgage assets.
On July 31, 2023, Mr. Cooper Group, Inc. (“Mr. Cooper”) acquired 100% of the equity in
Roosevelt and certain subsidiaries pursuant to an equity purchase agreement (the “EPA”).
Prior to the consummation of the transactions contemplated by the EPA, Rushmore Loan
Management Services LLC (“Rushmore”) and Dakota Asset Services LLC (“Dakota”) were
wholly owned subsidiaries of Roosevelt. Since the closing of the transactions contemplated by the
EPA, Rushmore and Dakota are wholly owned subsidiaries of Mr. Cooper.
Rushmore and Dakota will continue to provide Roosevelt clients, directly or indirectly through
other affiliates, with (i) residential mortgage loan services and (ii) REO management and
disposition services, respectively. Furthermore, certain other wholly-owned subsidiaries of Mr.
Cooper, including Nationstar Mortgage LLC (“Nationstar”), Xome Inc., Xome Realty Services
LLC, Xome CT LLC, Xome OH LLC and Xome PR LLC (together with Xome Inc., Xome Realty
Services LLC, Xome CT LLC, Xome OH LLC, the “Xome Entities” and, together with
Rushmore, Dakota and Nationstar, “Service Affiliates”), will, directly or indirectly through other
affiliates, provide services to Roosevelt clients.
Personnel of certain Service Affiliates will provide services, including investment advisory
services, to Roosevelt through a shared services arrangement.
Roosevelt provides investment management and advisory services to investment entities, typically
pooled investment vehicles (“Clients”) investing primarily in Real Estate Related Assets. To date,
Roosevelt’s Clients are owned or controlled by large, sophisticated, institutional investment
managers and their managed investment funds or other sophisticated financial institutions. To
date, except with respect to certain Loan-level loss mitigation strategies, Roosevelt’s investment
acquisition/disposition advisory services have been provided on a non-discretionary basis.
Roosevelt focuses on asset categories that utilize Roosevelt’s experience in the U.S. residential
mortgage market, leveraging Roosevelt’s relationships with mortgage industry participants,
including its Service Affiliates, and its substantial analytical, due diligence, risk management (such
as credit risk and counterparty risk), asset valuation and asset management capabilities to identify,
acquire and manage Real Estate Related Asset investments. Roosevelt typically identifies Real
Estate Related Assets available for sale from select relationships with banks, broker-dealers,
governmental and quasi-governmental agencies and other financial institutions, including Clients,
as well as in certain circumstances, referral agents, and analyzes and values such Real Estate
Related Assets using various quantitative econometric variables and qualitative data internally
generated and obtained from third parties.
Roosevelt performs functions related to risk management and due diligence, both in conjunction
with and/or subsequent to identifying and recommending potential investment opportunities
to its
Clients. Roosevelt performs asset level due diligence of the Real Estate Related Assets, including
legal/compliance reviews, title and lien reviews, property valuation reviews, collateral and credit
underwriting reviews, as appropriate and as requested by the Client. Roosevelt also negotiates the
terms of each such investment transaction on behalf of its Clients as directed and requested by the
Client. Each of Roosevelt’s Clients determines the Real Estate Related Assets it will acquire and
the price at, and the material terms under, which those assets will be acquired. Currently,
Roosevelt does not have discretion to make investment decisions on behalf of its Clients.
Its advisory services are limited to (a) sourcing and recommending Real Estate Related Assets for
investment, (b) due diligence and asset value analysis, (c) services related to structuring an
investment (in consultation, as necessary, with outside advisers such as regulatory and tax
counsel), which may include the use of certain entities, vehicles or trusts (collectively, “Vehicles”)
to acquire, hold, finance and/or dispose of certain Real Estate Related Assets, on behalf of the
Clients, and drafting and negotiating the related transaction documents, and (d) ongoing services,
which may include the monitoring, management and valuation of certain Real Estate Related
Assets, each as and to the extent requested and directed by the Client.
From time to time, Roosevelt provides additional services requested by Clients in connection with
Real Estate Related Assets on a negotiated basis. Roosevelt acts as administrator of certain Client
Vehicles, and as such, performs administrative corporate functions for such Client or Vehicle,
including cash management and tax accounting services, and/or select and direct the loan servicer
(which may be or include Rushmore or Nationstar), the document custodian, the paying agent, the
trustee and other agents for a Client or Client Vehicle and/or the Real Estate Related Assets. Upon
request, Roosevelt also assists Clients wanting to leverage their investment to obtain financing of
such positions and provides administrative services in connection with any financing
arrangements.
In providing asset management services, Roosevelt makes certain asset level decisions related to
the Real Estate Related Assets. In performing such services, Roosevelt seeks to maximize return
objectives on Real Estate Related Assets by leveraging its expertise in developing loss mitigation
and asset resolution strategies and overseeing the servicer in its implementation of individual asset
resolution plans to resolve Real Estate Related Assets through, among other things, modifications,
payoffs, foreclosures, sales and refinancing.
Roosevelt provides advisory services to its Clients in accordance with the investment objectives
specified by each Client in its management agreement with Roosevelt and other written directives
from the Client, and not to the investors of each Client. Clients may impose restrictions on the type
of Real Estate Related Assets in which it will invest and/or provide guidelines with respect to asset
level mitigation or disposition strategies. While Roosevelt’s Clients typically request the full range
of investment advisory services provided by Roosevelt, if requested and upon mutual agreement,
Roosevelt provides Clients with only limited services.
As of December 31, 2023, Roosevelt managed approximately $803,133,507 (fair market value) of
Real Estate Related Assets for its Clients on a non-discretionary basis. As of that date, Roosevelt
did not manage any Client assets on a discretionary basis.