SEATTLE and DALLAS, July 27, 2018 /PRNewswire/ — WMIH Corp. (WMIH) (“WMIH”) and Nationstar Mortgage Holdings Inc. (NSM) (“Nationstar”) today appear the basic after-effects of the elections fabricated by Nationstar stockholders as to the anatomy of alliance application they admiration to accept in the transaction.
As ahead announced, Nationstar stockholders had the advantage to accept to accept either $18.00 in banknote (“Cash Consideration”) or 12.7793 shares of accepted banal of WMIH (“Stock Consideration”), par amount of $0.00001 per share, in anniversary case accountable to automated proration and adjustment, as applicable. Nationstar stockholders whose acclamation abstracts were not accustomed in able anatomy by the barter abettor by 5:00 p.m., New York City time, on July 26, 2018 (the “Election Deadline”) were accounted to accept fabricated an acclamation to accept Banal Consideration.
Based on the advice as of the Acclamation Deadline, the basic alliance application acclamation after-effects (including shares that fabricated elections pursuant to affirmed commitment procedures and Nationstar accepted banal in account of assertive Nationstar disinterestedness awards but excluding Fortress’s (as authentic below) acclamation and shares of Nationstar accepted banal captivated by Fortress) were as follows:
As ahead disclosed, FIF HE Holdings LLC (“Fortress”) agreed to accomplish an acclamation to accept Banknote Application with account to no beneath than 50% of its shares of Nationstar accepted banal pursuant to a letter agreement, anachronous February 12, 2018, amid Fortress and Nationstar. Fortress adopted to accept Banknote Application for 68,104,736 shares of Nationstar accepted stock, which constitutes 100% of the shares captivated by Fortress. It is accepted that Fortress will own about 5.1% of the shares of accepted banal of WMIH afterwards applying proration and acclimation procedures appropriate by the alliance acceding to the Banknote Consideration.
The aloft after-effects are basic only, and final certified after-effects are not accepted to be accessible until afterward the closing of the merger. Based on the basic after-effects declared above, it is accepted that Nationstar stockholders who adopted to accept the Banknote Application will be accountable to proration. Afterwards the final alliance application acclamation after-effects are determined, the final allocation and proration of alliance application will be affected in accordance with the acceding of the alliance agreement.
Nationstar stockholders are reminded that until the cleanup of the proposed merger, Nationstar stockholders will not be able to alteration (including by sale) shares of Nationstar accepted banal for which a appropriately completed acclamation anatomy has been submitted to the Computershare Trust Company, N.A. Nationstar stockholders who accept not submitted a appropriately completed acclamation anatomy to Computershare are brash that they may still be clumsy to alteration all or a allocation of their shares (including by sale) because, as a aftereffect of all shares of Nationstar accepted banal for which an acclamation was validly fabricated no best actuality transferable, there may be no trading bazaar that will accommodate holders with able clamminess to accomplish the adapted transfer.
WMIH and Nationstar accept accustomed all appropriate authoritative approvals and apprehend to aing the alliance on July 31, 2018, accountable to the achievement of all added closing conditions.
About WMIH Corp.
WMIH Corp.’s (WMIH), aforetime accepted as Washington Mutual, Inc., operations abide primarily of WM Mortgage Reinsurance Company, Inc. (“WMMRC”), a wholly endemic accessory of the Company that is domiciled in Hawaii. The Company’s primary business is a bequest reinsurance business that is currently operated in runoff approach by WMMRC. Additional advice apropos WMIH may be begin at www.wmih-corp.com.
About Nationstar Mortgage Holdings Inc.
Based in Dallas, Texas, Nationstar Mortgage Holdings Inc. (NSM) provides affection servicing, alpha and transaction-based casework accompanying principally to single-family residences throughout the United States. Nationstar is a accustomed baton in the mortgage industry with added than two decades of experience, and with its flagship brand, Mr. Cooper®, is one of the better mortgage servicers in the country.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This advice is actuality fabricated in account of the proposed alliance transaction involving WMIH Corp. (“WMIH”) and Nationstar Mortgage Holdings Inc. (“Nationstar”). WMIH has filed a allotment account on Anatomy S-4, and WMIH and Nationstar anniversary filed the absolute collective proxy statement/prospectus with the Balance and Barter Commission (the “SEC”) on May 31, 2018. The absolute collective proxy statement/prospectus was beatific to the stockholders of WMIH and Nationstar on or about June 1, 2018, afterwards the allotment account on Anatomy S-4 was declared able by the SEC on May 31, 2018. WMIH and Nationstar may additionally book added abstracts with the SEC apropos the proposed alliance transaction. This advice does not aggregate an action to advertise or the abode of an action to buy any balance or a abode of any vote or approval. Before authoritative any advance decision, investors and aegis holders of WMIH and Nationstar are apprenticed to anxiously apprehend the absolute allotment account and absolute collective proxy statement/prospectus and any added accordant abstracts filed with the SEC, as able-bodied as any amendments or supplements to these documents, because they will accommodate important advice about the proposed transaction. The abstracts filed by WMIH and Nationstar with the SEC may be acquired chargeless of allegation at the SEC’s website at www.sec.gov. In addition, the abstracts filed by WMIH may be acquired chargeless of allegation from WMIH at www.wmih-corp.com, and the abstracts filed by Nationstar may be acquired chargeless of allegation from Nationstar at www.nationstarholdings.com. Alternatively, these documents, back available, can be acquired chargeless of allegation from WMIH aloft accounting appeal to WMIH Corp., 800 Fifth Avenue, Suite 4100, Seattle, Washington 98104, Attn: Secretary, or by calling (206) 922-2957, or from Nationstar aloft accounting appeal 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 columnist absolution contains advanced statements aural the acceptation of the Private Balance Litigation Reform Act of 1995 including, but not bound to, WMIH’s and Nationstar’s expectations or predictions of approaching banking or business achievement or conditions. All statements added than statements of absolute or accepted actuality included in this columnist absolution that abode activities, events, altitude or developments that we expect, accept or ahead will or may action in the approaching are advanced statements. Advanced statements accord our accepted expectations and projections apropos to our banking condition, after-effects of operations, plans, objectives, approaching achievement and business and these statements are not guarantees of approaching performance. Advanced statements may accommodate the words “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “strategy,” “future,” “opportunity,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will acceptable result,” and agnate expressions. Such advanced statements absorb risks and uncertainties that may account absolute events, after-effects or achievement to adapt materially from those adumbrated by such statements. Assertive of these risks are articular and discussed in the allotment account and the absolute collective proxy statement/prospectus and added abstracts WMIH and Nationstar accept filed or will book from time to time with the SEC. These accident factors will be important to accede in free approaching after-effects and should be advised in their entirety. These advanced statements are bidding in acceptable faith, and WMIH and Nationstar accept there is a reasonable base for them. However, there can be no affirmation that the events, after-effects or trends articular in these advanced statements will action or be achieved. Advanced statements allege alone as of the date they are made, and neither WMIH nor Nationstar is beneath any obligation, and especially abandon any obligation, to update, adapt or contrarily adapt any advanced statement, except as appropriate by law. Readers should anxiously analysis the statements set alternating in the allotment statement, the absolute collective proxy statement/prospectus or added reports, which WMIH and Nationstar accept filed or will book from time to time with the SEC.
In accession to factors ahead appear in WMIH’s and Nationstar’s letters filed with the SEC and those articular abroad in this columnist release, the afterward factors, amid others, could account absolute after-effects to adapt materially from advanced statements or absolute performance: adeptness to accommodated the closing altitude to the merger; adjournment in closing the merger; abortion to apprehend the allowances accepted from the proposed transaction; the furnishings of awaiting and approaching legislation; risks associated with advance in mortgage loans and mortgage application rights and changes in absorption rates; risks accompanying to disruption of administration time from advancing business operations due to the proposed transaction; business disruption afterward the transaction; macroeconomic factors above WMIH’s or Nationstar’s control; risks accompanying to WMIH’s or Nationstar’s acknowledgment and added after-effects associated with mergers, acquisitions and divestitures and aldermanic and authoritative accomplishments and reforms.
Annualized, pro forma, projected and estimated numbers are acclimated for allegorical purpose only, are not forecasts and may not reflect absolute results.
For WMIH Corp.Andrew Siegel / Aaron PalashJoele Frank212-355-4449
For NationstarRichard Delgado(214) [email protected]
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