SEATTLE and DALLAS,
July 16, 2018 /PRNewswire/ -- WMIH
Corp. (NASDAQ: WMIH) ("WMIH") and Nationstar Mortgage Holdings Inc.
(NYSE: NSM) ("Nationstar") today announced that, in connection with
the anticipated completion of the proposed merger involving WMIH
and Nationstar, the deadline for Nationstar stockholders to elect
the form of merger consideration they desire to receive in the
transaction has been set for 5:00
p.m., New York City time,
on July 26, 2018 (the "Election
Deadline").
To make an election, all Nationstar stockholders who have not
previously made their cash or stock consideration elections must
submit their election forms with respect to their shares so that
such documents are received by the exchange agent, Computershare
Trust Company, N.A., at its designated office by the Election
Deadline. Nationstar stockholders holding shares through a
brokerage account or other nominee arrangement may be subject to an
earlier election deadline as required by their applicable broker or
nominee, who will make an election on their behalf if they follow
the broker's or nominee's instructions. Nationstar
stockholders are encouraged to consult with their broker or nominee
regarding such instructions as soon as possible.
In accordance with the previously announced merger agreement,
Nationstar stockholders may elect to receive either $18.00 in cash or 12.7793 shares of common stock
of WMIH, par value of $0.00001 per
share, in each case subject to automatic proration and adjustment,
as applicable. Nationstar stockholders whose election
materials are not received in proper form by the exchange agent by
the Election Deadline will be deemed to have made a stock
election. Elections made by Nationstar stockholders to
receive cash or stock consideration will be subject to automatic
proration and adjustment, as applicable, to ensure that the total
amount of cash paid (excluding cash paid in lieu of fractional
shares) equals exactly $1,225,885,248.00, as described in the merger
agreement and in the joint proxy statement/prospectus provided to
WMIH and Nationstar stockholders in connection with the annual
meeting of WMIH stockholders and the special meeting of Nationstar
stockholders, each of which was held on June
29, 2018.
Beginning on or about June 11,
2018, election forms and accompanying instructions were
mailed to Nationstar stockholders of record as of May 21, 2018. Nationstar stockholders,
including those that acquired their shares after May 21, 2018, may request copies of these
election documents from and direct any questions regarding the
election materials or the Election Deadline to Georgeson LLC at
(877) 278-4775 (toll-free). Nationstar stockholders holding
shares through a brokerage account or other nominee arrangement
should contact their broker or nominee to obtain copies of the
election documents.
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.