SEATTLE and DALLAS,
July 27, 2018 /PRNewswire/
-- WMIH Corp. (NASDAQ: WMIH) ("WMIH") and Nationstar Mortgage
Holdings Inc. (NYSE: NSM) ("Nationstar") today announced the
preliminary results of the elections made by Nationstar
stockholders as to the form of merger consideration they desire to
receive in the transaction.
As previously announced, Nationstar stockholders had the option
to elect to receive either $18.00 in
cash ("Cash Consideration") or 12.7793 shares of common stock of
WMIH ("Stock Consideration"), par value of $0.00001 per share, in each case subject to
automatic proration and adjustment, as applicable. Nationstar
stockholders whose election materials were not received in proper
form by the exchange agent by 5:00
p.m., New York City time,
on July 26, 2018 (the "Election
Deadline") were deemed to have made an election to receive Stock
Consideration.
Based on the information as of the Election Deadline, the
preliminary merger consideration election results (including shares
that made elections pursuant to guaranteed delivery procedures and
Nationstar common stock in respect of certain Nationstar equity
awards but excluding Fortress's (as defined below) election and
shares of Nationstar common stock held by Fortress) were as
follows:
- Holders of approximately 26,249,980 shares of Nationstar common
stock, or approximately • 84.6% of the outstanding shares of
Nationstar common stock, either elected to receive Stock
Consideration (21,401,745 shares, or 69.0%) or were deemed to have
made an election to receive Stock Consideration (4,848,235 shares,
or 15.6%) as a result of not making a valid election; and
- Holders of approximately 4,794,325 shares of Nationstar common
stock, or approximately 15.4% of the outstanding shares of
Nationstar common stock, elected to receive Cash Consideration.
.
As previously disclosed, FIF HE Holdings LLC ("Fortress") agreed
to make an election to receive Cash Consideration with respect to
no less than 50% of its shares of Nationstar common stock pursuant
to a letter agreement, dated February 12,
2018, between Fortress and Nationstar. Fortress
elected to receive Cash Consideration for 68,104,736 shares of
Nationstar common stock, which constitutes 100% of the shares held
by Fortress. It is expected that Fortress will own
approximately 5.1% of the shares of common stock of WMIH after
applying proration and adjustment procedures required by the merger
agreement to the Cash Consideration.
The foregoing results are preliminary only, and final certified
results are not expected to be available until following the
closing of the merger. Based on the preliminary results described
above, it is expected that Nationstar stockholders who elected to
receive the Cash Consideration will be subject to proration.
After the final merger consideration election results are
determined, the final allocation and proration of merger
consideration will be calculated in accordance with the terms of
the merger agreement.
Nationstar stockholders are reminded that until the consummation
of the proposed merger, Nationstar stockholders will not be able to
transfer (including by sale) shares of Nationstar common stock for
which a properly completed election form has been submitted to the
Computershare Trust Company, N.A. Nationstar stockholders who
have not submitted a properly completed election form to
Computershare are advised that they may still be unable to transfer
all or a portion of their shares (including by sale) because, as a
result of all shares of Nationstar common stock for which an
election was validly made no longer being transferable, there may
be no trading market that will provide holders with adequate
liquidity to make the desired transfer.
WMIH and Nationstar have received all required regulatory
approvals and expect to close the merger on July 31, 2018, subject to the satisfaction of all
other closing conditions.
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 with its flagship brand, Mr. Cooper®, is one of the
largest mortgage servicers in the country.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the proposed
merger transaction involving WMIH Corp. ("WMIH") and Nationstar
Mortgage Holdings Inc. ("Nationstar"). WMIH has filed a
registration statement on Form S-4, and WMIH and Nationstar each
filed the definitive joint proxy statement/prospectus with the
Securities and Exchange Commission (the "SEC") on May 31, 2018. The definitive joint proxy
statement/prospectus was sent to the stockholders of WMIH and
Nationstar on or about June 1, 2018,
after the registration statement on Form S-4 was declared effective
by the SEC on May 31, 2018.
WMIH and Nationstar may also file other documents with the SEC
regarding the proposed merger transaction. This communication
does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval. Before making any investment decision, investors
and security holders of WMIH and Nationstar are urged to carefully
read the entire registration statement and definitive joint proxy
statement/prospectus and any other relevant documents filed with
the SEC, as well as any amendments or supplements to these
documents, because they will contain important information about
the proposed transaction. The documents filed by WMIH and
Nationstar with the SEC may be obtained free of charge at the 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.
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 the registration statement and the definitive joint
proxy statement/prospectus and other documents WMIH and Nationstar
have filed or will file from time to time with the SEC. These risk
factors will be important to consider in determining future results
and should be reviewed in their entirety. These forward-looking
statements are expressed in good faith, and WMIH and Nationstar
believe there is a reasonable basis for them. However, there can be
no assurance that the events, results or trends identified in these
forward-looking statements will occur or be achieved.
Forward-looking statements speak only as of the date they are made,
and neither WMIH nor Nationstar is under any obligation, and
expressly disclaim any obligation, to update, alter or otherwise
revise any forward-looking statement, except as required by law.
Readers should carefully review the statements set forth in the
registration statement, the definitive joint proxy
statement/prospectus or other reports, which WMIH and Nationstar
have filed or will file from time to time with the SEC.
In addition to factors previously disclosed in 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; 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 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
Richard
Delgado
(214) 687-4844
richard.delgado@mrcooper.com
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SOURCE WMIH Corp.