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EX-1.1 - EX-1.1 - Nationstar Mortgage Holdings Inc.d570772dex11.htm
EX-4.1 - EX-4.1 - Nationstar Mortgage Holdings Inc.d570772dex41.htm
EX-5.3 - EX-5.3 - Nationstar Mortgage Holdings Inc.d570772dex53.htm
EX-5.1 - EX-5.1 - Nationstar Mortgage Holdings Inc.d570772dex51.htm
EX-5.2 - EX-5.2 - Nationstar Mortgage Holdings Inc.d570772dex52.htm
EX-5.4 - EX-5.4 - Nationstar Mortgage Holdings Inc.d570772dex54.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 17, 2013

 

 

NATIONSTAR MORTGAGE HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35449   45-2156869
(State of Incorporation)  

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

350 Highland Drive

Lewisville, Texas 75067

(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:

 

¨ 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))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On July 17, 2013, Nationstar Mortgage LLC (the “Company”) and Nationstar Capital Corporation (together with the Company, the “Issuers”) entered into an underwriting agreement (the “Underwriting Agreement”) with the guarantors party thereto (the “Guarantors”) and Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”) relating to a registered offering of $250 million principal amount of the Issuers’ 6.500% senior notes due 2018 (the “Notes”) at an issue price of 100% (the “Offering”). The Notes were registered under the Issuers’ registration statement on Form S-3 (File No. 333-188872). The Offering closed on July 22, 2013.

The Underwriting Agreement includes customary representations, warranties and covenants by the Issuers. The Underwriting Agreement also provides for customary indemnification of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or contribution to payments the Underwriters may be required to make because of any of those liabilities. The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and incorporated herein by reference.

The Notes were issued pursuant to an indenture, dated as of July 22, 2013 (the “Indenture”), among the Issuers, the Guarantors and Wells Fargo Bank, National Association, as trustee. The Indenture provides that the Notes are general unsecured, senior obligations of the Issuers, and will be guaranteed on an unsecured senior basis by each of the Company’s existing and future domestic subsidiaries, other than its securitization and certain finance subsidiaries, certain other restricted subsidiaries and subsidiaries that in the future are designated as excluded restricted and unrestricted subsidiaries, and by Nationstar Mortgage Holdings Inc., Nationstar Sub1 LLC and Nationstar Sub2 LLC. The Company will use the net proceeds from the sale of the Notes for general corporate purposes, which may include future acquisitions and transfers of servicing portfolios, including, but not limited to, the acquisition of certain residential mortgage servicing assets from Bank of America, National Association, an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of the underwriters in the Offering, and/or related businesses from third parties, including, but not limited to, from one or more affiliates of the Underwriters.

The Issuers will pay interest on the Notes at 6.500% per annum, semi-annually in arrears on February 1 and August 1, commencing on February 1, 2014. The Issuers may redeem all or a portion of the Notes at any time prior to August 1, 2015 by paying a make-whole premium plus accrued and unpaid interest and additional interest, if any, to the redemption date. In addition, on or before August 1, 2015 the Issuers may redeem up to 35% of the aggregate principal amount of the Notes with the net proceeds of certain equity offerings at a redemption price of 106.500% of the principal amount, plus accrued and unpaid interest and additional interest, if any, to the redemption date, subject to compliance with certain conditions. The Issuers may redeem all or a portion of the Notes at any time on or after August 1, 2015 at the applicable redemption prices set forth in the Indenture plus accrued and unpaid interest and additional interest, if any, to the redemption date. If the Issuers sell assets under certain circumstances, the Issuers will be required to make an offer to purchase the Notes at their face amount, plus accrued and unpaid interest and additional interest, if any, as of the purchase date.

The Indenture contains covenants that limit the Company’s (and its restricted subsidiaries’) ability to, among other things: (i) incur or guarantee additional indebtedness or issue preferred stock; (ii) conduct certain asset sales; (iii) pay dividends or make distributions on, or redeem or repurchase, its capital stock; (iv) make certain investments; (v) create liens on assets; (vi) merge or consolidate or sell all or substantially all of its assets; and (vii) enter into transactions with affiliates. These covenants are subject to a number of important limitations and exceptions. The Indenture also provides for events of default, which, if any of them occurs, may permit or, in certain circumstances, require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. The foregoing description of the material terms of the Indenture and the Notes is qualified in its entirety by reference to the full text of such documents, which are attached hereto as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.

 

2


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number

  

Description

1.1    Underwriting Agreement, dated as of July 17, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors party thereto, and Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Wells Fargo Securities, LLC, and J.P. Morgan Securities LLC, as representatives of the Underwriters.
4.1    Indenture, dated as of July 22, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee.
4.2    Global Note for $250 million aggregate principal amount of 6.500% Senior Notes due 2018 (included in Exhibit 4.1).
5.1    Opinion of Cleary Gottlieb Steen & Hamilton LLP.
5.2    Opinion of Bass, Berry & Sims PLC.
5.3    Opinion of Greenberg Traurig LLP.
5.4    Opinion of Dykema Gossett PLLC.
23.1    Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1).
23.2    Consent of Bass, Berry & Sims (included in Exhibit 5.2).
23.3    Consent of Greenberg Traurig LLP (included in Exhibit 5.3).
23.4    Consent of Dykema Gossett PLLC (included in Exhibit 5.4).

 

3


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.

Date: July 22, 2013

    By:   /s/ David C. Hisey
      David C. Hisey
      Executive Vice President and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit

Number

  

Description

1.1    Underwriting Agreement, dated as of July 17, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors party thereto, and Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Wells Fargo Securities, LLC, and J.P. Morgan Securities LLC, as representatives of the Underwriters.

4.1

   Indenture, dated as of July 22, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee.
4.2    Global Note for $250 million aggregate principal amount of 6.500% Senior Notes due 2018 (included in Exhibit 4.1).
5.1    Opinion of Cleary Gottlieb Steen & Hamilton LLP.
5.2    Opinion of Bass, Berry & Sims PLC.
5.3    Opinion of Greenberg Traurig LLP.
5.4    Opinion of Dykema Gossett PLLC.
23.1    Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1).
23.2    Consent of Bass, Berry & Sims (included in Exhibit 5.2).
23.3    Consent of Greenberg Traurig LLP (included in Exhibit 5.3).
23.4    Consent of Dykema Gossett PLLC (included in Exhibit 5.4).