Nationstar Mortgage Holdings Inc. (NYSE: NSM) (“Nationstar”)
announced today that its wholly-owned subsidiaries, Nationstar
Mortgage LLC and Nationstar Capital Corporation (collectively, the
“Issuers”), are soliciting consents from holders of record as of
the Record Date (as defined below) of their outstanding 6.500%
Senior Notes due 2021 (the “2021 Notes”) and 6.500% Senior Notes
due 2022 (the “2022 Notes” and, together with the 2021 Notes, the
“Notes”) to approve amendments (the “Proposed Amendments”) to the
indentures relating to the Notes (collectively, the “Indentures”).
On February 12, 2018, Nationstar entered into an Agreement and Plan
of Merger (the “Merger Agreement”) with WMIH Corp. (“WMIH”) and
Wand Merger Corporation, a direct wholly-owned subsidiary of WMIH
(“Merger Sub”), pursuant to which Nationstar will merge (the
“Merger”) with and into Merger Sub with Nationstar surviving the
Merger as a wholly-owned subsidiary of WMIH. The Proposed
Amendments will modify the definition of “Sponsor” to include any
of (i) Fortress Investment Group LLC and its Affiliates (as defined
in each of the Indentures) (other than any portfolio company of any
of the foregoing) and (ii) Kohlberg Kravis Roberts & Co. L.P.
and its Affiliates, including WMIH and its Affiliates (other than
any portfolio company of any of the foregoing), and modify the
definition of “Change of Control” (as defined in each of the
Indentures) to provide that the Merger will not constitute a Change
of Control under either of the Indentures. The consent solicitation
with respect to each series of Notes is a separate consent
solicitation and is not conditioned upon the other consent
solicitation.
The consent solicitations will expire at 5:00 p.m., New York
City time, on June 21, 2018 (such date and time, as the Issuers may
extend from time to time, the “Expiration Date”). Only holders of
record of the Notes as of 5:00 p.m., New York City time, on June
13, 2018 (the “Record Date”), are eligible to deliver consents to
the Proposed Amendments in the consent solicitations.
Subject to the terms and conditions set forth in the Consent
Solicitation Statement (as defined below), the Issuers will pay
eligible holders whose consents were delivered (and not validly
revoked) on or prior to the Expiration Date a cash payment of
$15.00 (with respect to the 2021 Notes) or $30.00 (with respect to
the 2022 Notes) per $1,000 in aggregate principal amount of Notes
of such series in respect of which such consent relates. The cash
payment will only be payable if all conditions to the applicable
consent solicitation, including the receipt of the Requisite
Consents (as defined below) with respect to such series and the
consummation of the Merger, have been satisfied or waived and will
be paid on or promptly after the consummation of the Merger.
Adoption of the Proposed Amendments with respect to a series of
Notes requires the consent of the holders of at least a majority of
the aggregate principal amount of all outstanding Notes of such
series (such consent, the “Requisite Consent” and collectively, the
“Requisite Consents”). As of June 13, 2018, the aggregate
outstanding principal amount of the 2021 Notes and the 2022 Notes
was approximately $591.6 million and $206.0 million, respectively.
Consents may be validly revoked at any time prior to the earlier of
(x) the Effective Time (as defined below) and (y) the Expiration
Date, but not thereafter.
The Issuers anticipate that, promptly after receipt of the
Requisite Consents prior to the Expiration Date, the Issuers will
give notice to Wells Fargo Bank, National Association, as trustee
(the “Trustee”), that the Requisite Consents have been obtained and
the Issuers, the guarantors party to the applicable Indenture, and
the Trustee will execute and deliver a supplemental indenture to
the applicable Indenture (each, a “Supplemental Indenture” and such
time of execution, the “Effective Time”). Pursuant to the terms of
each Supplemental Indenture, the Proposed Amendments to the
applicable Indenture will become effective at the applicable
Effective Time and shall thereafter bind every holder of such
series of Notes, but if the Merger is not consummated on or before
November 12, 2018 (as such date may be extended pursuant to the
Merger Agreement) or if the Merger Agreement is earlier terminated
in accordance with its terms, each Supplemental Indenture will
provide that the definitions of “Change of Control” and “Sponsor”
in the applicable Indenture shall revert to the form in effect
prior to the applicable Effective Time.
The consent solicitations are being made solely on the terms and
subject to the conditions set forth in the Consent Solicitation
Statement, dated June 14, 2018 (as may be amended or supplemented
from time to time, the “Consent Solicitation Statement”). The
Issuers may, in their sole discretion, terminate, extend or amend
the consent solicitations at any time as described in the Consent
Solicitation Statement.
Copies of the Consent Solicitation Statement may be obtained
from D. F. King & Co., Inc., the Information Agent and the
Tabulation Agent, at (212) 269-5550 (collect) or (877) 896-3192
(toll free). Holders of the Notes are urged to review the Consent
Solicitation Statement for the detailed terms of the consent
solicitations and the procedures for consenting to the Proposed
Amendments. Any persons with questions regarding the consent
solicitations should contact the Solicitation Agent, Credit Suisse
Securities (USA) LLC, at (212) 538-2147 (collect) or (800) 820-1653
(toll free).
This press release is for information purposes only and is
neither an offer to sell nor a solicitation of an offer to buy any
security. This announcement is also not a solicitation of consents
with respect to the Proposed Amendments or any securities. No
recommendation is being made as to whether holders of Notes should
consent to the Proposed Amendments. The solicitation of consents is
not being made in any jurisdiction in which, or to or from any
person to or from whom, it is unlawful to make such solicitation
under applicable state or foreign securities or “blue sky”
laws.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended. Any statements made in this press release that are not
statements of historical fact, including statements about our
beliefs and expectations, are forward-looking statements. These
forward-looking statements include, without limitation, statements
concerning plans, objectives, goals, projections, strategies, core
initiatives, future events or performance, and underlying
assumptions and other statements, which are not statements of
historical facts. When used in this discussion, the words
“anticipate”, “appears”, “believe”, “foresee”, “intend”, “should”,
“expect”, “estimate”, “project”, “plan”, “may”, “could”, “will”,
“are likely” and similar expressions are intended to identify
forward-looking statements.
All of the factors are difficult to predict, contain
uncertainties that may materially affect actual results, and may be
beyond our control. New factors emerge from time to time, and it is
not possible for our management to predict all such factors or to
assess the effect of each such new factor on our business. Although
we believe that the assumptions underlying the forward-looking
statements contained herein are reasonable, you should be aware
that many factors could affect our actual financial results or
results of operations and could cause actual results to differ
materially from those expressed in the forward-looking statements,
including, without limitation, the factors described under “Risk
Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” of our Annual Report on Form
10-K for the year ended December 31, 2017 and our Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2018. The
forward-looking statements contained in this press release speak
only as of the date of this press release. Except as otherwise
required by applicable securities laws, we undertake no obligation
to publicly update or revise any forward-looking statements,
whether as a result of new information, future events, changed
circumstances or any other reason.
About Nationstar Mortgage Holdings Inc.
Based in Dallas, Texas, Nationstar provides quality servicing,
origination and transaction based services related principally to
single-family residences throughout the United States. With
experience spanning more than 20 years, Nationstar is one of the
largest servicers in the country.
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version on businesswire.com: https://www.businesswire.com/news/home/20180614006387/en/
Nationstar Mortgage Holdings Inc.Rich Delgado,
214-687-4844richard.delgado@mrcooper.com
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