Item 8.01 Other Information
Item 5.02 above is incorporated into this Item 8.01 by reference.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the proposed merger transaction involving WMIH Corp. (WMIH) and Nationstar Mortgage
Holdings Inc. (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 SECs 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.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including,
but not limited to, WMIHs and Nationstars expectations or predictions of future financial or business performance or conditions. All statements other than statements of historical or current fact included in this communication that
address activities, events, conditions or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. Forward-looking statements give our current expectations and projections
relating to our financial condition, results of operations, plans, objectives, future performance and business and these statements are not guarantees of future performance. Forward-looking
statements may include the words anticipate, estimate, expect, project, intend, plan, believe, strategy, future, opportunity,
may, should, will, would, will be, will continue, will likely result, and similar expressions. Such forward-looking statements involve risks and uncertainties that
may cause actual events, results or performance to differ materially from those indicated by such statements. Certain of these risks are identified and discussed in the registration statement and the definitive joint proxy statement/prospectus.
These risk factors will be important to consider in determining future results and should be reviewed in their entirety. These forward-looking statements are expressed in good faith, and WMIH and Nationstar believe there is a reasonable basis for
them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and neither WMIH nor Nationstar
is under any obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, except as required by law. Readers should carefully review the statements set forth in the registration statement,
the definitive joint proxy statement/prospectus or other reports, which WMIH and Nationstar have filed or will file from time to time with the SEC.
In addition to factors previously disclosed in WMIHs and Nationstars reports filed with the SEC and those identified elsewhere in
this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to meet the closing conditions to the merger, including approval by
shareholders of WMIH and Nationstar on the expected terms and schedule and the risk that regulatory approvals required for the merger are not obtained or are obtained subject to conditions that are not anticipated; delay in closing the merger;
failure to realize the benefits expected from the proposed transaction; the effects of pending and future legislation; risks associated with investing in mortgage loans and mortgage servicing rights and changes in interest rates; risks related to
disruption of management time from ongoing business operations due to the proposed transaction; business disruption following the transaction; macroeconomic factors beyond WMIHs or Nationstars control; risks related to WMIHs or
Nationstars indebtedness and other consequences associated with mergers, acquisitions and divestitures and legislative and regulatory actions and reforms.
Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual
results.