8-K

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): May 31, 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 2.01 Completion of Acquisition or Disposition of Assets.

On May 31, 2013, Nationstar Mortgage LLC, a Delaware limited liability company and an indirectly held, wholly-owned subsidiary of Nationstar Mortgage Holdings Inc. (“Nationstar”), completed the previously announced acquisition (the “Acquisition”) of the loan origination operations and certain assets of Greenlight Financial Services, a residential mortgage originator (“Greenlight”). The Acquisition was effected pursuant to the terms of the previously disclosed Acquisition Agreement, dated as of May 6, 2013, among Greenlight, Joann Pham and Nationstar. The assets acquired from Greenlight consist of certain personal property and equipment, intellectual property (including the Greenlight trademark), prepaid expenses and unfunded loan pipeline. Certain post-closing liabilities related to these assets were also assumed as part of the transaction. The aggregate purchase price for these assets was $75 million, $65 million of which was paid on May 31, 2013, with the balance payable following the closing subject to certain contingencies. Nationstar also offered employment to substantially all of Greenlight’s employees in connection with the closing of the transaction.

Item 8.01 Other Events.

On June 3, 2013, Nationstar issued a press release announcing the completion of the Acquisition. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

Nationstar will file by amendment to this Current Report on Form 8-K the financial statements required by this Item 9.01(a) not later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.

(b) Pro Forma Financial Information

Nationstar will file by amendment to this Current Report on Form 8-K the pro forma financial information required by this Item 9.01(b) not later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.

(c) Not applicable.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release of Nationstar Mortgage Holdings Inc., dated as of June 3, 2013

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: June 3, 2013	By:	/s/ David Hisey
		David Hisey Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Nationstar Mortgage Holdings Inc., dated as of June 3, 2013

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Marshall Murphy

(469) 549-3005

NATIONSTAR MORTGAGE ANNOUNCES COMPLETION OF GREENLIGHT FINANCIAL SERVICES ACQUISITION

Lewisville, TX (June 3, 2013) – Nationstar Mortgage Holdings Inc. (NYSE: NSM) (“Nationstar”), a leading residential mortgage services company, announced today that its indirectly held wholly-owned subsidiary, Nationstar Mortgage LLC, completed the acquisition of the origination platform and unfunded loan pipeline from Greenlight Financial Services (“Greenlight”) on May 31, 2013. The acquisition price for these assets is up to $75 million, subject to certain post-closing contingencies, and was funded with cash.

Greenlight, a leading direct-to-consumer originator based in Irvine, California, utilizes a high-volume, rapid turn time funding model with a focus on providing exceptional customer service. Greenlight has proven expertise in television, radio, internet and other mass marketing media and will further diversify Nationstar’s origination channels and capabilities. The acquisition of Greenlight provides additional capacity to process HARP and recapture loans while profitably creating long-term servicing assets for Nationstar.

“Greenlight provides Nationstar with an established brand, a proven management team with a history of success, and an opportunity to profitably expand the platform on a national basis,” said Nationstar CEO Jay Bray. “We are proud to add Greenlight’s employees to the Nationstar enterprise and are excited for the opportunity to further grow the Greenlight platform. We expect Greenlight to immediately produce results for Nationstar by adding more than $0.70 of EPS on an annualized basis.”

Greenlight currently has over 700 employees with offices in Irvine, California, San Diego, California, and Las Vegas, Nevada. Greenlight is expected to originate more than $8 billion annually.

About Nationstar

Based in Lewisville, Texas, Nationstar offers servicing, origination, and real estate services to financial institutions and consumers. Nationstar is one of the largest servicers in the United States, with a servicing portfolio of $312 billion in unpaid principal balance. Nationstar’s integrated loan origination business mitigates servicing portfolio run-off and improves credit performance for loan investors. Our Solutionstar business unit offers asset management, settlement, and processing services. Nationstar currently employs over 6,200 people as of April 30, 2013.

Forward Looking Statements

Any statements in this release that are not historical or current facts are forward-looking statements. Forward-looking statements include, without limitation, statements concerning plans, objectives, goals, projections, strategies, future events or performance, and underlying assumptions and other statements, which are not statements of historical facts. Forward-looking statements convey Nationstar’s current expectations or forecasts of future events. When used in this release, the words “anticipate,” “appears,” “believe,” “foresee,” “intend,” “should,” “expect,” “estimate,” “target,” “project,” “plan,”

“may,” “could,” “will,” “are likely” and similar expressions are intended to identify forward-looking statements. These statements involve predictions of our future financial condition, performance, plans and strategies, and are thus dependent on a number of factors including, without limitation, assumptions and data that may be imprecise or incorrect. Specific factors that may impact performance or other predictions of future actions have, in many but not all cases, been identified in connection with specific forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Nationstar’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Certain of these risks and uncertainties are described in the “Risk Factors” section of Nationstar’s Form 10-K for the year ended December 31, 2012, and other reports filed with the SEC, which are available at the SEC’s website at http://www.sec.gov. We caution you not to place undue reliance on these forward-looking statements that speak only as of the date they were made. Unless required by law, Nationstar undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date of this release.

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