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

Form 8-K

 

 

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: February 13, 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

(Registrant’s 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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications 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 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (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.  ☐

 

 

 


Item 7.01 Regulation FD Disclosure

On February 13, 2018, Nationstar Mortgage Holdings Inc. (“Nationstar”) and WMIH Corp. (“WMIH”) issued a joint press release regarding the matter disclosed in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In addition, Nationstar made available the investor presentation filed as Exhibit 99.2 to this Current Report on Form 8-K, the Letter to Team Members distributed on February 13, 2018 filed as Exhibit 99.3 to this Current Report on Form 8-K and the Team Member Q&A distributed on February 13, 2018 filed as Exhibit 99.4 to this Current Report on Form 8-K.

 

Item 8.01 Other Events

On February 12, 2018, Nationstar, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with WMIH and Wand Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of WMIH (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Nationstar (the “Merger”), with Nationstar continuing as the surviving corporation and a wholly-owned subsidiary of WMIH. The board of directors of Nationstar has unanimously approved the Merger Agreement, the Merger and the other transactions contemplated thereby.

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 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.

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 WMIH’s directors and executive officers is contained in WMIH’s Annual Report on Form 10-K for the year ended December 31, 2016, its Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2017, June 30, 2017 and September 30, 2017 and its Proxy Statement on Schedule 14A, dated April 18, 2017, which are filed with the SEC. Information regarding Nationstar’s directors and executive officers is contained in Nationstar’s Annual Report on Form 10-K for the year ended December 31, 2016, its Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2017, June 30, 2017 and September 30, 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.

 

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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, WMIH’s and Nationstar’s 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 WMIH’s Form 10-K for the year ended December 31, 2016 under Risk Factors in Part I, Item 1A and Nationstar’s Form 10-K for the year ended December 31, 2016 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 WMIH’s and Nationstar’s 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 real estate assets 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 WMIH’s or Nationstar’s control; risks related to WMIH’s or Nationstar’s 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

 

Exhibit

Number

  

Description

99.1    Press release of Nationstar Mortgage Holdings Inc. and WMIH Corp., dated February 13, 2018
99.2    Investor Presentation
99.3    Letter to Team Members distributed on February 13, 2018
99.4    Team Member Q&A distributed on February 13, 2018

 

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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.
By:  

/s/ Amar Patel

 

Amar Patel

Chief Financial Officer

Date: February 13, 2018

 

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Section 2: EX-99.1 (EX-99.1)

EX-99.1

Exhibit 99.1

WMIH Corp. to Merge with Nationstar Mortgage, a Leading Servicer and Originator

Acquisition of Leading Mortgage Servicing Platform to Drive Substantial Value Creation for Shareholders

SEATTLE & DALLAS, FEBRUARY 13, 2018 – WMIH Corp. (NASDAQ: WMIH) (“WMIH”) and Nationstar Mortgage Holdings Inc. (NYSE: NSM) (“Nationstar”) with its flagship brand Mr. Cooper® today announced that they have entered into a definitive merger agreement.

Nationstar combines mortgage servicing with a fully integrated loan originations platform, supported by its Xome® business, which provides services spanning the real estate and mortgage markets. With more than three million customers, Nationstar has made significant investments in its team, new technology and processes to ensure customers have a caring, transparent and seamless experience. As the largest non-bank servicer in the U.S., under its Mr. Cooper brand, Nationstar is uniquely positioned for growth in a highly addressable and extremely healthy housing market.

WMIH Corp. is a publicly-traded company focused on identifying and consummating an accretive acquisition transaction across a broad array of industries, with a primary focus on the financial institutions sector. In addition to certain legacy reinsurance assets and non-recourse run-off liabilities, WMIH has approximately $600 million in cash and cash equivalents and federal net operating loss carry forwards of approximately $6.0 billion that are not subject to any annual use limitation and will not begin to expire until 2032. WMIH’s shareholders include a number of institutional investors, the largest of which is KKR.

“Nationstar aligns perfectly with our acquisition strategy and has a strong track record of providing mortgage servicing and loan and real estate offerings in various market conditions,” said Bill Gallagher, Chief Executive Officer of WMIH. “Nationstar’s talented and experienced management team, best-in-class servicing platform, and continued investments in customer education and self-service position it for growth across channels and services. We look forward to working with Nationstar’s talented team to build on the Company’s strong foundation to drive growth, expand the platform and create shareholder value. The combined company is expected to benefit from WMIH’s platform and financial attributes, which are expected to enhance free cash flow available to support business growth and be accretive to shareholders’ equity.”

Jay Bray, Chief Executive Officer and Chairman of Nationstar, said, “We expect this merger to create value for our shareholders in both the near and long-term, including immediate accretion on a cash EPS basis and a cash premium for those of our stockholders who elect to receive the cash merger consideration. I am passionately committed to continuing and accelerating our growth and investment as a leader in our industry, leveraging our best-in-class integrated servicing and originations platform. The Nationstar Board and management team have taken considerable steps to make homeownership simpler and more rewarding for our three million customers and we look forward to identifying additional opportunities to enhance value for the combined company’s shareholders.”

Integration Details

The operating business will retain the Nationstar Mortgage name and Dallas Headquarters and, at least initially, be traded on the NASDAQ under the ticker symbol “WMIH”. Nationstar’s operations will continue as normal and its valued employees will join the combined enterprise. Nationstar’s senior leadership team will lead the combined company.

Upon completing the transaction, the combined company’s Board of Directors will comprise 7 members, including 3 from WMIH and 4 from Nationstar.


Details of the Transaction

Under the terms of the agreement, Nationstar shareholders may elect to receive $18.00 in cash or 12.7793 shares of WMIH common stock for each share of Nationstar common stock they own, subject to an overall proration to ensure that 32% of the total outstanding Nationstar shares are exchanged for the stock consideration. Upon completion of the transaction, Nationstar shareholders will own approximately 36% of the combined company and WMIH shareholders will own approximately 64%.

The aggregate consideration payable to Nationstar shareholders will consist of $1.2 billion in cash and WMIH shares currently anticipated to be valued at approximately $702 million1. In addition, approximately $1.9 billion of Nationstar’s existing senior unsecured notes will be refinanced at closing. WMIH has secured $2.75 billion of financing commitments in connection with the transaction.

Upon closing the Transaction, all outstanding WMIH Series B Preferred Stock and all outstanding warrants to purchase shares of WMIH common stock will be converted into common stock of WMIH. The shares issued pursuant to these conversions are included in the pro forma ownership percentages referenced above. Holders of WMIH’s Series B 5% Convertible Preferred Stock (the “Series B Stock”) will receive approximately 444 million shares of common stock following the mandatory conversion of the Series B Stock at a fixed conversion price of $1.35 per share. Between signing and closing of the transaction, we expect that holders of the Series B Stock will receive approximately 21 million shares of common stock in accordance with the terms of the Series B Stock. Finally, upon closing of the transaction, holders of the Series B Stock also will receive a special distribution of approximately 11 million shares of common stock. As a result, upon consummating the transaction, and on a pro forma basis, holders of the Series B Stock will be expected to own approximately 477 million shares of common stock or approximately 43% of the combined company.

Roadmap to Completion

The transaction has been unanimously approved by the Boards of Directors of both companies and is subject to approval by the shareholders of both companies, as well as regulatory approvals and other customary closing conditions. An entity owned by investment funds managed by an affiliate of Fortress Investment Group LLC, holding approximately 68% of Nationstar’s voting shares, has contractually agreed to support the transaction and elect cash consideration for approximately 34 million shares, subject to proration. KKR, which owns 24% of WMIH’s voting shares, has also agreed to support the transaction.

The transaction is anticipated to close in the second half of 2018.

Advisors

Keefe, Bruyette & Woods, a Stifel company, and KKR Capital Markets LLC (“KCM”) acted as financial advisors for WMIH. KCM also acted as placement agent in connection with debt financing for the transaction. Akin Gump Strauss Hauer & Feld LLP and Simpson Thacher & Bartlett LLP acted as counsel for WMIH in connection with the transaction. Citi, Morgan Stanley & Co. LLC and Houlihan Lokey are serving as financial advisors to Nationstar, with Debevoise & Plimpton LLP serving as legal counsel. PJT Partners LP advised the special committee of Nationstar’s board, with Davis Polk & Wardwell LLP serving as legal counsel.

 

1  WMIH stock closed at $0.77 on February 9, 2018. The valuation set forth above, which would result in a pro forma per share equating to $22.39 per NSM rollover share, is calculated based on NSM 2018E EPS consensus of $2.18 adjusted for anticipated incremental debt expense in the transaction, federal net operating loss carryforward utilization and five year average NSM price to equity multiple of 8.7x, adjusted for the implied exchange ratio in the transaction. These assumptions are subject to risks and uncertainties that may cause the pro forma per share price to differ, potentially materially, from $22.39 per share, which could cause the actual aggregate value of WMIH shares received by Nationstar shareholders to be potentially greater than or materially less than $702 million.


Conference Call and Webcast

Nationstar will hold a conference call to discuss the transaction today at 8:00 a.m. ET. The dial-in number for the Nationstar conference call is (855) 874-2685 or (720) 634-2923 for international callers. The participant passcode is 1899207. The call will also be webcast live and can be accessed at the company’s website at www.nationstarholdings.com.

WMIH will hold a conference call to discuss the transaction today at 9:00 a.m. ET. The dial-in number for the conference call is (866) 610-1072 or (973) 935-2840 for international callers. The participant passcode is 6499125. The call will also be webcast live and can be accessed at the company’s website at www.wmih-corp.com.

About WMIH Corp.

WMIH Corp.’s (NASDAQ: WMIH), formerly known as Washington Mutual, Inc., operations consist primarily of WM Mortgage Reinsurance Company, Inc. (“WMMRC”), a wholly owned subsidiary of the Company that is domiciled in Hawaii. The Company’s primary business is a legacy reinsurance business that is currently operated in runoff mode by WMMRC. Additional information regarding WMIH may be found at www.wmih-corp.com.

About Nationstar Mortgage Holdings Inc.

Based in Dallas, Texas, Nationstar Mortgage Holdings Inc. (NYSE: NSM) provides quality servicing, origination and transaction-based services related principally to single-family residences throughout the United States. Nationstar is a recognized leader in the mortgage industry with more than two decades of experience, and its flagship brand, Mr. Cooper, is the largest non-bank mortgage servicer in the nation.

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 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.

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 WMIH’s directors and executive officers is contained in WMIH’s Annual Report on Form 10-K for the year ended December 31, 2016, its Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2017, June 30, 2017 and September 30, 2017 and its Proxy Statement on Schedule 14A, dated April 18, 2017, which are filed with the SEC. Information regarding Nationstar’s directors and executive officers is contained in Nationstar’s Annual Report on Form 10-K for the year ended December 31, 2016, its Quarterly Report on Form 10-Q


for the quarterly periods ended March 31, 2017, June 30, 2017 and September 30, 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 press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, WMIH’s and Nationstar’s expectations or predictions of future financial or business performance or conditions. All statements other than statements of historical or current fact included in this press release 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 WMIH’s Form 10-K for the year ended December 31, 2016 under Risk Factors in Part I, Item 1A and Nationstar’s Form 10-K for the year ended December 31, 2016 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 WMIH’s and Nationstar’s reports filed with the SEC and those identified elsewhere in this press release, 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 real estate assets 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 WMIH’s or Nationstar’s control; risks related to WMIH’s or Nationstar’s 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.

Contacts

For WMIH Corp.

Andrew Siegel / Aaron Palash

Joele Frank

212-355-4449

For Nationstar

Megan Portacci

469-426-3118

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Section 3: EX-99.2 (EX-99.2)

EX-99.2

Exhibit 99.2

 

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Nationstar SM MERGER PRESENTATION FEBRUARY 13, 2018


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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, WMIH’s and Nationstar’s 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 WMIH’s Form 10-K for the year ended December 31, 2016 under Risk Factors in Part I, Item 1A and Nationstar’s Form 10-K for the year ended December 31, 2016 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 WMIH’s and Nationstar’s 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 real estate assets 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 WMIH’s or Nationstar’s control; risks related to WMIH’s or Nationstar’s 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.
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Additional Information for Stockholders
This communication is being made in respect of the proposed merger transaction involving WMIH Corp. (“WMIH”) and Nationstar Mortgage Holdings Inc. (“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 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.
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 WMIH’s directors and executive officers is contained in WMIH’s Annual Report on Form 10-K for the year ended December 31, 2016, its Quarterly Report on Form
10-Q for the quarterly periods ended March 31, 2017, June 30, 2017 and September 30, 2017 and its Proxy Statement on Schedule 14A, dated April 18, 2017, which are filed with the SEC(1). Information regarding Nationstar’s directors and executive officers is contained in Nationstar’s Annual Report on Form 10-K for the year ended December 31, 2016, its Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2017, June 30, 2017 and September 30, 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.
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Today’s Presenters WMIH Corp. Jay Bray Bill Gallagher CEO & Chairman CEO Nationstar WMIH Amar Patel Thomas Fairfield CFO President & COO Nationstar WMIH 4


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Nationstar Overview Nationstar (NYSE: NSM), with its flagship brand Mr. Cooper®, is an industry leading mortgage servicer and originator, and provider of digital real estate solutions Largest non-bank servicer with 3.3 million customers Scalable loan origination platform provides complementary growth to servicing operation Xome offers customers and businesses innovative real-estate solutions and products 3.3 $533 7,600 MILLION BILLION EMPLOYEES Customers In UPB 3rd Largest $19 80 Servicer BILLION THOUSAND Annual Originations Xome Properties Sold 5 Note: All information as of 9/30/17


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Overview of WMIH Corp WMIH Corp. (“WMIH”) is the former parent company of Washington Mutual Bank (“WMB”) WMIH’s strategy is to acquire an operating business so it can utilize its corporate platform WMIH has $6 billion of net operating loss carryforwards (“NOL”) —WMIH has recorded a 100% valuation allowance on account of the NOL —The $6 billion NOL, resulting from the company’s bankruptcy, expires in 2032 and currently has no annual use limitations KKR made a strategic investment in WMIH in January 2014 Prior to announcing this transaction, WMIH has been focused on acquisition candidates across a broad array of industries with a particular focus on the financial services sector WMIH intends to be a long-term holder of the acquired business WMIH Other Public Shareholders (1) (1) 26.5% 73.5% 6 (1) Represents fully diluted ownership percentage following the conversion of all series B preferred shares and the exercise of KKR warrants


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Transaction Terms ~$3.8 billion in aggregate consideration Transaction—$1.2 billion in cash Consideration—36% of WMIH pro forma ownership —$1.9 billion debt NSM shareholders can elect: —$18.00 per share in cash or Per Share—12.7793 shares of WMIH Consideration—Subject to an overall proration to ensure that 32% of the total outstanding NSM shares are exchanged for the stock consideration —Fortress has made an election to receive consideration for at least 50% of its shares in cash, subject to proration $0.6 billion of cash from WMIH balance sheet Sources of $0.7 billion of newly issued shares of WMIH stock (1) Financing $2.75 billion of committed debt financing (2) Jay Bray (Nationstar CEO) to remain CEO of combined company Leadership Combined company’s Board of Directors will comprise 7 members, including 3 from WMIH Team and 4 from Nationstar Approvals & Subject to standard closing conditions and regulatory approval Timing Expected to close in 2H 2018 (1) WMIH stock closed at $0.77 on February 9, 2018. The valuation set forth above, which would result in a pro forma per share price of $22.39, is calculated based on NSM 2018E EPS consensus of $2.18 adjusted for anticipated incremental debt expense in the transaction, federal net operating loss carryforward utilization and five year average NSM price to equity multiple of 8.7x, adjusted for the implied exchange ratio in the transaction. These assumptions are subject to adjustment and subject to risks and uncertainties that may cause the actual adjustments to differ potentially materially from $22.39 per share, which could cause the actual aggregate value of the WMIH shares received by Nationstar shareholders to be potentially greater than or materially less than $702 million (2) Partially used to refinance existing NSM debt subject to change of control provisions and to pay for transaction expenses 7


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Transaction Overview WMIH Corp. WMIH Corp. NYSE: NSM Nasdaq: WMIH Nasdaq: WMIH Leading non-bank Disciplined approach to acquisition To be led by Nationstar’s seasoned mortgage servicer and opportunities, focusing on long-term management team originator growth prospects and deeply Multiple sources of operational experienced management opportunity, including expanding ~$1.6Bn market cap(1) $6.0Bn of NOL carryforwards origination platform and leveraging technology $533Bn UPB Working closely with their strategic 3.3MM customers partner and largest shareholder, KKR, Significant free cash flow a leading investor in the financial Transaction expected to be accretive services sector to shareholders of both NSM and WMIH NSM Pro Forma NSM-WMIH Ownership Ownership NSM Shareholders 36% Fortress 68% KKR 17% Other Public Shareholders 32% Other WMIH Shareholders 47% 8 (1) As of 2/9/2018


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Meaningful Value Creation Total consideration to all NSM shareholders of $1.9 billion, representing a  premium of 16% to NSM closing stock price as of 2/9/2018 ~20% premium to non-Fortress shareholders of NSM, giving effect to  Fortress’ election to receive 50% of its consideration in cash (1)  Accretive to cash net income +17% (2)  Accretive to book value +43% (2)  Increased pro forma ownership from 32% to 36%  Increased public float – in both dollar value and ownership terms (1) Assumes all shareholders elect stock consideration except 50% cash election by Fortress (2) See page 13 9


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Illustrative Shareholder Election Scenarios Illustrative Share Price 5-Year Average NTM P/E 8.7x 2018E Pro Forma Cash EPS (1) $2.56 Per Share Stock Consideration $22.39 (at 5-Year Avg NTM P/E) Shareholder FIG: 100% Cash / 0% Stock FIG: 50% Cash / 50% Stock FIG: 100% Cash / 0% Stock Election Other NSM: 100% Cash / 0% Stock Other NSM: 0% Cash / 100% Stock Other NSM: 0% Cash / 100% Stock Scenarios: Implied Prorated Blend of 32% 48% 100% Stock Consideration Implied Prorated Blend of 68% 52% 0% Cash Consideration Value to non-Fortress $19.38 $20.10 $22.39 NSM Shareholders (2) % Premium to 2/9/2018 16% 20% 34% Closing Stock Price (1) Based on implied share count of 87.4 million = pro forma WMIH shares (1,117.0 million) / exchange ratio (12.7793) (2) Based on per share cash consideration of $18.00 and implied per share stock consideration of $22.39 1 0


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Key Takeaways Publicly traded entity (Nasdaq: WMIH) with diversified ownership $6.0Bn of NOL carryforwards available for use through 2032 Significant free cash flow enables continued investment in business and deleveraging Meaningfully accretive to NSM and WMIH shareholders Remain committed to our 3.3 million customers Better positioned business with significantly increased cash flow 1 1


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Appendix


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Appendix: Meaningful Value Creation NSM Today Proforma Total Stock Total NSM NSM Consideration Amount NSM/WMIH Ownership Amount (1) 2018E Pre-tax Income (Consensus) $ 289 $ 289 Cash Taxes (72) (7) (2) Incremental Interest Expense — (58) 2018E Cash Net Income $ 217 x 32% = $ 68 $ 224 x 36% = $ 80 Accretion to NSM shareholders +17% 9/30/17 Shareholders’ Equity $ 1,670 $ 1,670 (3) Deferred Tax Asset — 1,260 Incremental Transaction Debt — (826) 9/30/17 Proforma Shareholders’ Equity $ 1,670 x 32% = $ 526 $ 2,104 x 36% = $ 755 Accretion to NSM shareholders +43% (1) Based on 2018E Street estimates (2) Incremental interest expense from $826 million in transaction debt with illustrative cost of financing of 7.0% (3) Illustrative DTA recognition based on $6.0 billion NOL carryforwards and 21% corporate tax rate 1 3

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Section 4: EX-99.3 (EX-99.3)

EX-99.3

Exhibit 99.3

Team,

I am very excited to share with you that we have entered into a merger agreement with WMIH Corp., a publicly traded company that has been looking for an opportunity join forces with a company like ours.

As you may know, our company has been majority-owned by the Fortress Investment Group for eleven years, and I am grateful for our long-term relationship. Under Fortress’ ownership, we have done amazing things as a business, including going public and launching Mr. Cooper. This deal will change our majority-ownership relationship with Fortress and will open a new chapter with WMIH, KKR, the company’s largest stockholder and strategic partner, and other investors.

This agreement is a recognition of our amazing achievements and another incredible step towards reinventing the home loan experience for our customers.    Over the course of our conversations with WMIH, we proudly shared how far we’ve come on our journey to become Mr. Cooper, the impressive milestones we’ve reached servicing more than 3 million customers and the enormous opportunity we have to drive further change in our industry. WMIH has great respect for the company we’ve built, for our incredible team, and for our culture, and when they made a compelling case that we would be stronger together, we agreed. As one company, we will be able to do incredible things for our customers.

So what happens next? In a lot of ways, it will be business as usual. Our jobs will be the same as they were yesterday. We will need to obtain some regulatory approvals and meet other closing conditions before we finalize the transaction. It will take some time. We won’t have all of the answers to your questions today, but I am committed to providing you with frequent updates along the way.

I know change can be viewed as challenging, but we are Challengers at Mr. Cooper, and I look at this next chapter as an amazing opportunity and one that is only possible because of your hard work and dedication. Please continue to take care of our customers and your fellow team members, stay focused on our goals and be, Challengers, Champions and Cheerleaders. Our dedication to living our values is why we’ve enjoyed all of our success to date, and it is why we will continue to grow and improve in the future.

Today marks another huge day in our company’s history. Please take a moment to think about how far we’ve come and how fortunate we are as a company. We’ve built something truly extraordinary at Mr. Cooper, and I have never been more excited for what’s to come.

Sincerely,

Jay Bray


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 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.

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 WMIH’s directors and executive officers is contained in WMIH’s Annual Report on Form 10-K for the year ended December 31, 2016, its Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2017, June 30, 2017 and September 30, 2017 and its Proxy Statement on Schedule 14A, dated April 18, 2017, which are filed with the SEC. Information regarding Nationstar’s directors and executive officers is contained in Nationstar’s Annual Report on Form 10-K for the year ended December 31, 2016, its Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2017, June 30, 2017 and September 30, 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, WMIH’s and Nationstar’s 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 WMIH’s Form 10-K for the year ended December 31, 2016 under Risk Factors in Part I, Item 1A and Nationstar’s Form 10-K for the year ended December 31, 2016 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 WMIH’s and Nationstar’s 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 real estate assets 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 WMIH’s or Nationstar’s control; risks related to WMIH’s or Nationstar’s 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.

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Section 5: EX-99.4 (EX-99.4)

EX-99.4

Exhibit 99.4

Privileged & Confidential

Team Member Q&A

NOT FOR EXTERNAL DISTRIBUTION, FORWARDING OR PRINTING

 

    Who is WMIH and KKR, and why are we merging with them?

 

    Nationstar has entered into a definitive merger agreement with WMIH, a publicly traded company on NASDAQ. They have been looking for an opportunity join forces with a company like ours and are excited to work with our talented team to build on our already strong foundation. KKR is the largest stockholder in WMIH and has been WMIH’s strategic partner in this transaction.

 

    As our conversations with WMIH developed, it became clear to the Nationstar Board that they were the right long-term partner and that now was the right time. We share a common vision with WMIH for the future potential of our platform, and we believe we will benefit from the deep financial industry expertise that WMIH brings to the table, including through the involvement of KKR.

 

    WMIH has great respect for the company we’ve built, for our incredible team, and for our culture. WMIH is not buying Nationstar for our individual components, but for the whole.

 

    Is this sale impacting Xome and Champion, as well?

 

    Yes. The merger includes all companies under the Nationstar Mortgage Holdings Inc. umbrella.

 

    What will happen with my equity?

 

    The merger, once completed, will trigger a change in control, and all RSUs or RSAs that have already been granted to you will vest immediately. As we work through the process of completing this transaction, more information will be communicated to shareholders. Please recall you can only trade NSM securities when the trading window is open.

 

    Will my benefits change?

 

    The selections you made for your 2018 open enrollment will not be impacted. Periodically, we review benefits options to ensure we are providing team members with benefits reflective of the competitive marketplace.

 

    Will my pay, bonuses and merit increases be impacted?

 

    At this time, we have no plans to change pay, merit increases or bonuses for 2018. Keep in mind, bonuses and merit are discretionary and dependent on our ability to reach our goals. Always work hard to delight our customers and manage to our objectives for the year!

 

    Will there be any executive management changes?

 

    We do not have any plans to make executive management changes at this time. Though WMIH is publicly traded, they do not have expertise in mortgage servicing, originations or technology, and the business will rely on Nationstar’s leadership and staff to operate effectively. Additionally, they saw what we’ve all known for some time, that we have the best team and an incredible vision for our customers and our business.


Privileged & Confidential

 

    Will we have to change our name from Mr. Cooper to WMIH?

 

    We are 100% committed to Mr. Cooper! During our conversations with WMIH and KKR, we proudly shared how far we’ve come on our journey to become Mr. Cooper, the impressive milestones we’ve reached servicing more than 3 million customers, and the enormous opportunity we have to drive further change in our industry. This agreement is an amazing recognition of those achievements and another incredible step in our journey to reinvent the home loan experience for our customers.With the merger in to WMIH and KKR as an equity partner, we will be well positioned to innovate and invest in growing our business, reaching new customers and launching new products.

 

    Will Xome or Champion change its name?

 

    WMIH is merging with Nationstar Mortgage Holdings and while Nationstar Mortgage Holdings may operate under a new name, all entities that are under the holdings company will continue to operate with their names and licensing. No change!

 

    Will our core values change or our culture be impacted?

 

    Our commitment to our core values is why our company has been successful. WMIH and KKR were impressed by our cultural transformation and agree that Happy Teams lead to Happy Customers and that’s great for business. Our continued success is dependent on your ability to take care of our customers and be Champions, Challengers and Cheerleaders every day, so please keep up your amazing work.

 

    How will this impact our 2018 strategic initiatives?

 

    This is a huge step forward in achieving our goals to reinvent the home loan experience for our customers. We are in a good position to innovate and invest in growing our business, reaching new customers and launching new products.

 

    Will we continue to be a publicly traded company?

 

    Yes. WMIH is publicly traded, and we are merging with them. The operating business will retain the Nationstar Mortgage name and Dallas headquarters and, at least initially, be traded on the NASDAQ under the ticker symbol “WMIH.”

 

    Will the company headquarters move?

 

    No. This merger will not have an impact on our day-to-day business operations. Our valued team members will become a part of the merged entity as the business is relying on us to manage the operations and grow the business. The leadership team will remain unchanged and we will happily stay headquartered in North Texas.

 

    How long will the process take to fully change ownership?

 

    As with any process involving changes in ownership, this one will take time, and our target is to close in the second half of the year. Additionally, this transaction is subject to regulatory approvals and other customary closing conditions. As we have updates, we will share them with you.

 

    Will this impact any planned boardings for servicing?

 

    This merger will have no impact on our customers, and we will continue to move forward with planned boardings.


Privileged & Confidential

 

    Are there any other changes you anticipate as a result of this merger/acquisition?

 

    This agreement is an amazing recognition of those achievements and another incredible step in our journey to reinvent the home loan experience for our customers. We are in a great position to innovate and invest in growing our business, reaching new customers and launching new products.

###

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 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.

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 WMIH’s directors and executive officers is contained in WMIH’s Annual Report on Form 10-K for the year ended December 31, 2016, its Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2017, June 30, 2017 and September 30, 2017 and its Proxy Statement on Schedule 14A, dated April 18, 2017, which are filed with the SEC. Information regarding Nationstar’s directors and executive officers is contained in Nationstar’s Annual Report on Form 10-K for the year ended December 31, 2016, its Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2017, June 30, 2017 and September 30, 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.


Privileged & Confidential

 

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, WMIH’s and Nationstar’s 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 WMIH’s Form 10-K for the year ended December 31, 2016 under Risk Factors in Part I, Item 1A and Nationstar’s Form 10-K for the year ended December 31, 2016 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 WMIH’s and Nationstar’s 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 real estate assets 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 WMIH’s or Nationstar’s control; risks related to WMIH’s or Nationstar’s 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.

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