UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: March 7, 2018
Nationstar
Mortgage Holdings Inc.
(Exact Name of Registrant as Specified in Charter)
|
|
|
|
|
Delaware
|
|
001-35449
|
|
45-2156869
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification Number)
|
8950 Cypress Waters Boulevard
Coppell, Texas 75019
(Address of Principal Executive Offices)
(469)
549-2000
(Registrants Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (
see
General Instruction A.2. below):
|
☒
|
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
☐
|
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
☐
|
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Nationstar Mortgage Holdings Inc. (Nationstar) has announced
that Jay Bray, Nationstars Chairman, President & Chief Executive Officer, and Amar Patel, Nationstars Chief Financial Officer, will be engaging in certain investor meetings on Wednesday, March 7, 2018. Nationstar intends to
use the presentation filed as Exhibit 99.1 to this Form
8-K
during the meetings, which contains information regarding the proposed merger transaction involving Nationstar and WMIH Corp. (WMIH).
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 intends to file a
registration statement on Form
S-4
with the SEC, which will include a joint proxy statement of WMIH and Nationstar and a prospectus of WMIH, and each party will file other documents regarding the proposed
transaction with the SEC. Any definitive proxy statement(s)/prospectus(es) will also be sent to the stockholders of WMIH and/or Nationstar, as applicable, seeking any required stockholder approval. 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 voting or investment decision, investors and security holders of WMIH and Nationstar are urged to carefully read the entire
registration statement(s) and proxy statement(s)/prospectus(es), when they become available, 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.
WMIH and Nationstar and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of
proxies from the shareholders of WMIH and/or Nationstar, as applicable, in favor of the approval of the merger. Information regarding WMIHs directors and executive officers is contained in WMIHs Annual Report on Form
10-K
for the year ended December 31, 2017 and its Proxy Statement on Schedule 14A, dated April 18, 2017, which are filed with the SEC. Information regarding Nationstars directors and executive
officers is contained in Nationstars Annual Report on Form
10-K
for the year ended December 31, 2017, and its Proxy Statement on Schedule 14A, dated April 11, 2017, which are filed with the
SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the registration statement(s) and the proxy statement(s)/prospectus(es) and
other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.
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 WMIHs
Form
10-K
for the year ended December 31, 2017 under Risk Factors in Part I, Item 1A and Nationstars Form
10-K
for the year ended December 31, 2017 under
Risk Factors in Part I, Item 1A. 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 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.
Item 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
Nationstar Mortgage Holdings Inc.
|
|
|
|
|
Date: March 7, 2018
|
|
|
|
By:
|
|
/s/ Amar Patel
|
|
|
|
|
|
|
Amar Patel
Chief Financial
Officer
|
Nationstar Mortgage Holdings (NYSE:NSM)
Historical Stock Chart
From Aug 2024 to Sep 2024
Nationstar Mortgage Holdings (NYSE:NSM)
Historical Stock Chart
From Sep 2023 to Sep 2024