SEATTLE, June 29, 2018 /PRNewswire/ -- WMIH Corp.
(NASDAQ: WMIH) ("WMIH") today announced the pricing of the offering
by Wand Merger Corporation, a direct wholly-owned subsidiary of
WMIH ("Merger Sub"), of $950,000,000
8.125% Senior Notes due 2023 (the "2023 Notes") and $750,000,000 9.125% Senior Notes due 2026 (the
"2026 Notes" and, together with the 2023 Notes, the "Notes"). The
2023 Notes will bear interest at 8.125% per annum and will mature
on July 15, 2023. The 2026 Notes will
bear interest at 9.125% per annum and will mature on July 15, 2026.
Interest on the Notes will be payable semi-annually on
January 15 and July 15 of each year, beginning on January 15, 2019.
On February 12, 2018, WMIH entered
into an Agreement and Plan of Merger (the "Merger Agreement") with
Merger Sub and Nationstar Mortgage Holdings Inc. ("Nationstar"),
pursuant to which Merger Sub will merge (the "Merger") with and
into Nationstar with Nationstar surviving the Merger as a
wholly-owned subsidiary of WMIH. WMIH intends to use the net
proceeds from the offering of the Notes as part of its financing
for the Merger.
The offering is expected to close on or around July 13, 2018, subject to customary closing
conditions. The proceeds of the offering will be
deposited in escrow, with such proceeds to be released to finance
the consummation of the Merger subject to the satisfaction of
customary conditions. Upon consummation of the Merger, Nationstar
will assume all of Merger Sub's obligations under the Notes. The
Notes will be guaranteed on a joint and several basis by WMIH and
wholly-owned domestic subsidiaries of Nationstar (other than
certain excluded subsidiaries).
The offering of the Notes was made in reliance upon an exemption
from the registration requirements of the Securities Act of 1933,
as amended (the "Securities Act"), in the
United States only to investors who are "qualified
institutional buyers," as that term is defined in Rule 144A under
the Securities Act, or outside the United
States pursuant to Regulation S under the Securities Act.
The Notes have not been registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered or
sold in the United States without
registration or an applicable exemption from registration
requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of any
of the Notes in any jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
Safe Harbor Statement
This press release may include information that could constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Any such forward-looking
statements may involve risk and uncertainties that could cause
actual results to differ materially from any future results
encompassed within the forward-looking statements. Factors that
could cause or contribute to such differences include those matters
disclosed in WMIH's Securities and Exchange Commission filings.
Past results of WMIH are not necessarily indicative of future
results. WMIH does not undertake any obligation to update any
forward-looking statement.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the proposed
merger transaction involving WMIH and Nationstar. WMIH has
filed a registration statement on Form S-4, and WMIH and Nationstar
each filed the definitive joint proxy statement/prospectus with the
SEC on May 31, 2018. The
definitive joint proxy statement/prospectus was sent to the
stockholders of WMIH and Nationstar on or about June 1, 2018, after the registration statement on
Form S-4 was declared effective by the SEC on May 31, 2018. WMIH and Nationstar may also
file other documents with the SEC regarding the proposed merger
transaction. This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. Before making any
investment decision, investors and security holders of WMIH and
Nationstar are urged to carefully read the entire registration
statement and definitive joint proxy statement/prospectus and any
other relevant documents filed with the SEC, as well as any
amendments or supplements to these documents, because they will
contain important information about the proposed
transaction. The documents filed by WMIH and Nationstar
with the SEC may be obtained free of charge at the SEC's website at
www.sec.gov. In addition, the documents filed by WMIH may be
obtained free of charge from WMIH at www.wmih-corp.com, and the
documents filed by Nationstar may be obtained free of charge from
Nationstar at www.nationstarholdings.com. Alternatively,
these documents, when available, can be obtained free of charge
from WMIH upon written request to WMIH Corp., 800 Fifth Avenue,
Suite 4100, Seattle, Washington
98104, Attn: Secretary, or by calling (206) 922-2957, or from
Nationstar upon written request to Nationstar Mortgage Holdings
Inc., 8950 Cypress Waters Blvd, Dallas,
TX 75019, Attention: Corporate Secretary, or by calling
(469) 549-2000.
CONTACT
Helen
Grayson
206-922-2957
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SOURCE WMIH Corp.