Attached files

file filename
EX-99.4 - EX-99.4 - Nationstar Mortgage Holdings Inc.d484326dex994.htm
EX-99.2 - EX-99.2 - Nationstar Mortgage Holdings Inc.d484326dex992.htm
EX-99.1 - EX-99.1 - Nationstar Mortgage Holdings Inc.d484326dex991.htm
8-K - FORM 8-K - Nationstar Mortgage Holdings Inc.d484326d8k.htm

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.