WMIH Corp’s $3.8 Billion Merger with Nationstar Mortgage

Keefe, Bruyette & Woods, a Stifel company, and KKR Capital Markets LLC (“KCM”) acted as financial advisors for WMIH. KCM also acted as placement agent in connection with debt financing for the transaction. Akin Gump Strauss Hauer & Feld LLP and Simpson Thacher & Bartlett LLP acted as counsel for WMIH in connection with the transaction. Citi, Morgan Stanley & Co. LLC and Houlihan Lokey are serving as financial advisors to Nationstar, with Debevoise & Plimpton LLP serving as legal counsel. PJT Partners LP advised the special committee of Nationstar’s board, with Davis Polk & Wardwell LLP serving as legal counsel.

WMIH Corp. and Nationstar Mortgage Holdings Inc. – with its flagship brand Mr. Cooper® – have entered into a definitive merger agreement.

Nationstar combines mortgage servicing with a fully integrated loan originations platform, supported by its Xome® business, which provides services spanning the real estate and mortgage markets. With more than three million customers, Nationstar has made significant investments in its team, new technology and processes to ensure customers have a caring, transparent and seamless experience. As the largest non-bank servicer in the U.S., under its Mr. Cooper brand, Nationstar is uniquely positioned for growth in a highly addressable and extremely healthly housing market.

WMIH Corp. is a publicly-traded company focused on identifying and consummating an accretive acquisition transaction across a broad array of industries, with a primary focus on the financial institutions sector. In addition to certain legacy reinsurance assets and non-recourse run-off liabilities, WMIH has approximately $600 million in cash and cash equivalents and federal net operating loss carry forwards of approximately $6.0 billion that are not subject to any annual use limitation and will not begin to expire until 2032. WMIH’s shareholders include a number of institutional investors, the largest of which is KKR.

 

The operating business will retain the Nationstar Mortgage name and Dallas Headquarters and, at least initially, be traded on the NASDAQ under the ticker symbol “WMIH”. Nationstar’s operations will continue as normal and its valued employees will join the combined enterprise. Nationstar’s senior leadership team will lead the combined company.

Upon completing the transaction, the combined company’s Board of Directors will comprise 7 members, including 3 from WMIH and 4 from Nationstar.

Under the terms of the agreement, Nationstar shareholders may elect to receive $18.00 in cash or 12.7793 shares of WMIH common stock for each share of Nationstar common stock they own, subject to an overall proration to ensure that 32% of the total outstanding Nationstar shares are exchanged for the stock consideration. Upon completion of the transaction, Nationstar shareholders will own approximately 36% of the combined company and WMIH shareholders will own approximately 64%.

The aggregate consideration payable to Nationstar shareholders will consist of $1.2 billion in cash and WMIH shares currently anticipated to be valued at approximately $702 million1. In addition, approximately $1.9 billion of Nationstar’s existing senior unsecured notes will be refinanced at closing. WMIH has secured $2.75 billion of financing commitments in connection with the transaction.

Simpson Thacher is representing WMIH Corp. with Lee Meyerson (Picture), Elizabeth Cooper, Matt Gabbard and Michael Chao (M&A); Adam Shapiro and Ed Bersuder (Credit); Richard Fenyes and Sunny Cheong (Capital Markets); Marcy Geller and Sophie Staples (Tax); David Rubinsky, Eric Wolf, Michael Cook and Jason Fixelle (ECEB); Lori Lesser, Kate Stein and Cecillia Xie (IP); Peter Guryan and Ellen Frye (Antitrust).

Akin Gump advised WMIH with Kerry Berchem, Alice Hsu and Ron Nardini.

Debevoise & Plimpton LLP is advising NYSE-listed Nationstar Mortgage with Kevin M. Schmidt and includes partners Jeffrey J. Rosen, David A. Brittenham, Peter A. Furci, Matthew E. Kaplan and Elizabeth Pagel Serebransky; counsel Christopher Rosekrans, Joshua M. Samit and J. Michael Snypes, Jr.; and associates Emily F. Huang, Peter J. Dalmasy, Samuel M. Duncan, Jose Angel Lamarque III, Milan Prodanovic, Molly D. Quinn, David R. Rock, Nicholas C. Scholten and Molly F. Stockley.

Davis Polk is advising the special committee of the board of directors of Nationstar Mortgage Holdings Inc. with John H. Butler and associates Katharine Jan and Nicholas C. Phillips. Partner David H. Schnabel and associate Catherine L. Chu are providing tax advice. Partner Jeffrey P. Crandall and associate Charlotte R. Fabiani are providing executive compensation advice. Partner Lawrence Portnoy is providing litigation advice.

 

Involved fees earner: Kerry Berchem – Akin Gump; Alice Hsu – Akin Gump; Ron Nardini – Akin Gump; Kevin Schmidt – Debevoise & Plimpton; Jeffrey Rosen – Debevoise & Plimpton; Emily F. Huang – Debevoise & Plimpton; Jose Angel Lamarque III – Debevoise & Plimpton; Nicholas Scholten – Debevoise & Plimpton; Molly Stockley – Debevoise & Plimpton; David Brittenham – Debevoise & Plimpton; Christopher Rosekrans – Debevoise & Plimpton; Milan Prodanovic – Debevoise & Plimpton; Molly Quinn – Debevoise & Plimpton; Peter Furci – Debevoise & Plimpton; Samuel Duncan – Debevoise & Plimpton; David Rock – Debevoise & Plimpton; Matthew Kaplan – Debevoise & Plimpton; Joshua Samit – Debevoise & Plimpton; Elizabeth Pagel Serebransky – Debevoise & Plimpton; Michael Snypes Jr. – Debevoise & Plimpton; Peter Dalmasy – Debevoise & Plimpton; John Butler – Davis Polk & Wardwell; Katharine Jan – Davis Polk & Wardwell; Nicholas Phillips – Davis Polk & Wardwell; David Schnabel – Davis Polk & Wardwell; Catherine Chu – Davis Polk & Wardwell; Jeffrey Crandall – Davis Polk & Wardwell; Charlotte Fabiani – Davis Polk & Wardwell; Lawrence Portnoy – Davis Polk & Wardwell; Lee Meyerson – Simpson Thacher & Bartlett; Elizabeth Cooper – Simpson Thacher & Bartlett; Matthew Gabbard – Simpson Thacher & Bartlett; Michael Chao – Simpson Thacher & Bartlett; Adam Shapiro – Simpson Thacher & Bartlett; Edward Bersuder – Simpson Thacher & Bartlett; Richard Fenyes – Simpson Thacher & Bartlett; Sunny Cheong – Simpson Thacher & Bartlett; Marcy Geller – Simpson Thacher & Bartlett; Sophie Staples – Simpson Thacher & Bartlett; David Rubinsky – Simpson Thacher & Bartlett; Eric Wolf – Simpson Thacher & Bartlett; Michael Cook – Simpson Thacher & Bartlett; Jason Fixelle – Simpson Thacher & Bartlett; Lori Lesser – Simpson Thacher & Bartlett; Kate Stein – Simpson Thacher & Bartlett; Cecillia Xie – Simpson Thacher & Bartlett; Peter Guryan – Simpson Thacher & Bartlett; Ellen Frye – Simpson Thacher & Bartlett;

Law Firms: Akin Gump; Debevoise & Plimpton; Davis Polk & Wardwell; Simpson Thacher & Bartlett;

Clients: WMIH Corp.; Nationstar Mortgage Holdings, Inc.; Jay Bray; Steve Covington;

 

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Author: Ambrogio Visconti