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Section 1: S-8 (FORM S-8)

Document

As filed with the Securities and Exchange Commission on September 9, 2016
Registration No. 333- ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Nationstar Mortgage Holdings Inc.
(Exact Name of Registrant as Specified in Its Charter)

 
 
 
DELAWARE
 
45-2156869
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification Number)
8950 Cypress Waters Blvd.
Coppell, TX 75019
(469) 549-2000
(Address of Registrant’s Principal Executive Offices) 

Nationstar Mortgage Holdings Inc. Second Amended and Restated 2012 Incentive Compensation Plan
(Full Title of the Plan)

Anthony W. Villani
Executive Vice President & General Counsel
8950 Cypress Waters Blvd.
Coppell, TX 75019
(469) 549-2000
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

with copies to:
Arthur H. Kohn, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  
Large accelerated filer
¨
Accelerated filer
 
x
 
 
 
 
Non-accelerated filer
¨  
Smaller Reporting Company
 
¨





CALCULATION OF REGISTRATION FEE
 
 
 
 
 
 
 
 
 
 
 
Title of Securities to be Registered
 
Amount to Be
Registered
(1)
 
Proposed Maximum
Offering Price Per
Share (2)
 
Proposed Maximum
Aggregate Offering
Price
 
Amount of
Registration Fee
Nationstar Mortgage Holdings Inc. Common Stock, par value $0.01, under the Nationstar Mortgage Holdings Inc. Second Amended and Restated 2012 Incentive Compensation Plan
 
6,000,000
 
$16.17
 
$97,020,000
 
$9,769.92
 
 
(1)
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Nationstar Mortgage Holdings Inc. (the “Registrant”) common stock, par value $0.01 per share (the “Common Stock”) that become issuable under the Nationstar Mortgage Holdings Inc. Second Amended and Restated 2012 Incentive Compensation Plan as a result of stock splits, stock dividends, recapitalization or similar adjustments of the outstanding shares of Common Stock of the Registrant.
 
 
(2)
Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(c) under the Securities Act, based upon the average of the high and low prices of a share of Common Stock of the Registrant as reported on the New York Stock Exchange on September 6, 2016.

EXPLANATORY NOTE
In accordance with General Instruction E to Form S-8, this Registration Statement registers an additional 6,000,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Nationstar Mortgage Holdings Inc. (the “Company”), for issuance pursuant to benefits awarded under the Company’s Second Amended and Restated 2012 Incentive Compensation Plan (the “Incentive Plan”).  The contents of the Registration Statement on Form S-8 filed with respect to the Incentive Plan, as filed with the Securities and Exchange Commission on August 15, 2012 (Registration Statement No. 333-183332) is, to the extent not modified herein, hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference into this Registration Statement (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):



 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit
 
 
 
Incorporated by Reference
 
Filed
Number
 
Description
 
Form
 
File No.
 
Exhibit
Filing Date
 
Herewith
  4.1
 
Amended and Restated Certificate of Incorporation of the Registrant
 
S-1
 
333-174246
 
3.1
February 24, 2012
 
 
 
 
 
 
 
 
 
  4.2
 
Amended and Restated Bylaws of the Registrant
 
S-1
 
333-174246
 
3.2
February 24, 2012
 
 
 
 
 
 
 
 
 
  5.1
 
Opinion of Cleary Gottlieb Steen & Hamilton LLP
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
  23.1
 
Consent of Independent Registered Public Accounting Firm
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
  23.2
 
Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1)
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
  99.1
 
Nationstar Mortgage Holdings Inc. Second Amended and Restated 2012 Incentive Compensation Plan
 
8-K
 
001-35449
 
10.1
May 12, 2016
 
 
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coppell, State of Texas, on the 9th day of September, 2016.
 
 
 
 
Nationstar Mortgage Holdings Inc.
 
 
By:
 
/s/ Robert D. Stiles
 
 
Robert D. Stiles
 
 
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below on this Registration Statement hereby constitutes and appoints Anthony W. Villani, Robert D. Stiles and Elizabeth Giddens, and each of them, with full power to act as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (unless revoked in writing) to sign any and all amendments (including post-effective amendments thereto) to this Registration Statement to which this power of attorney is attached, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.



Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated on the 9th day of September, 2016.
 
 
 
 
Signature
 
Title
 
 
 
 
/s/ Jay Bray
 
(Jay Bray)
 
President, Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
/s/ Robert D. Stiles
 
(Robert D. Stiles)


 
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Robert H. Gidel
 
(Robert H. Gidel)


 
Director
/s/ Roy Guthrie
 
(Roy Guthrie)


 
Director
/s/ Brett Hawkins
 
(Brett Hawkins)


 
Director
/s/ Michael D. Malone
 
(Michael D. Malone)


 
Director
 

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Section 2: EX-5.1 (EXHIBIT 5.1)

Exhibit
Exhibit 5.1

35820552_clearymastheada01.gif
September 7, 2016
Nationstar Mortgage Holdings Inc.
8950 Cypress Waters Boulevard
Coppell, TX 75019
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
Nationstar Mortgage Holdings Inc., a Delaware corporation (the “Company”), has requested our opinion in connection with a Registration Statement on Form S-8 (the “Registration Statement”) to be filed by it with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended the (“Act”), relating to the shares of Common Stock, $.01 par value, of Nationstar Mortgage Holdings Inc. to be issued under the Nationstar Mortgage Holdings Inc. Second Amended and Restated 2012 Incentive Compensation Plan (the “Plan”).
In arriving at the opinion expressed below, we have reviewed the following documents:
 
(a)
the Registration Statement and the documents incorporated by reference therein;
 
 
 
 
(b)
copies of the Plan;
 
 
 
 
(c)
copies of the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws certified by the Secretary of State of the State of Delaware and the corporate secretary of the Company, respectively; and
 
 
 
 
(d)
a copy of the back-up certificate dated September 2016 and signed by the corporate secretary of the Company.
    
In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.
In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Shares have been duly authorized by all necessary corporate action of the Company and, when issued in accordance with the terms of the Plan, at prices in excess of the par value thereof, will be validly issued, fully paid and nonassessable.
35820552_clearyfootera01.gif



Nationstar Mortgage Holdings Inc., p. 2


The foregoing opinions are limited to the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this exhibit.
 
Very truly yours,
 
CLEARY GOTTLIEB STEEN & HAMILTON LLP
 
 
By:
 
/s/ Arthur H. Kohn
 
 
Arthur H. Kohn, a Partner



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Section 3: EX-23.1 (EXHIBIT 23.1)

Exhibit
Exhibit 23.1




Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Nationstar Mortgage Holdings Inc. Second Amended and Restated 2012 Incentive Compensation Plan of our reports dated March 1, 2016, with respect to the consolidated financial statements of Nationstar Mortgage Holdings Inc. and the effectiveness of internal control over financial reporting of Nationstar Mortgage Holdings Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2015, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
Dallas, Texas
September 9, 2016


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