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
(Registrants 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 8.01 Other Events.
On July 17, 2013, Nationstar Mortgage Holdings Inc. issued a press release announcing the commencement of a proposed offering by its wholly-owned subsidiaries Nationstar Mortgage LLC and Nationstar Capital Corporation of $250 million aggregate principal amount of Senior Notes due 2018, guaranteed on a senior basis by Nationstar Mortgage Holdings Inc., Nationstar Sub1 LLC, Nationstar Sub2 LLC and certain of Nationstar Mortgage LLCs wholly-owned subsidiaries (the Notes). The press release announcing the commencement of the proposed offering is attached hereto as Exhibit 99.1, and is incorporated by reference herein.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01 | Financial Statements and Exhibits. |
(d) |
Exhibits |
Exhibit |
Description | |
99.1 | Press release of Nationstar Mortgage Holdings Inc. dated July 17, 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: July 17, 2013 | By: | /s/ David C. Hisey | ||
| ||||
David C. Hisey Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press release of Nationstar Mortgage Holdings Inc. dated July 17, 2013 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Marshall Murphy
(469) 549-3005
Nationstar Proposes an Offering of $250 Million of Senior Notes
Lewisville, TX (July 17, 2013) Nationstar Mortgage Holdings Inc. (NYSE: NSM) (Nationstar), a leading residential mortgage services company, announced today that its wholly-owned subsidiaries Nationstar Mortgage LLC (the Company) and Nationstar Capital Corporation (together with the Company, the Issuers) intend to sell, subject to market and other conditions, $250 million aggregate principal amount of Senior Notes due 2018 (the Notes) in an underwritten public offering. The Notes will be unsecured and will be guaranteed on a senior basis by Nationstar, Nationstar Sub1 LLC, Nationstar Sub2 LLC and certain of the Companys wholly-owned subsidiaries.
Subject to the successful completion of this offering, the Issuers intend to use the net proceeds from this offering 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, and/or related businesses from third parties, including, but not limited to, from one or more affiliates of the underwriters in this offering.
Credit Suisse Securities (USA) LLC and BofA Merrill Lynch are acting as joint physical book-running managers and Barclays, Wells Fargo Securities and J.P. Morgan are acting as joint book-running managers in connection with this offering.
This press release does not constitute an offer to sell or solicitation of an offer to purchase with respect to the Notes or other securities, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Notes will be issued pursuant to the Issuers Registration Statement on Form S-3 (No. 333-188872) previously filed by the Issuers with the Securities and Exchange Commission (the Commission). The Registration Statement is effective. Copies of the applicable prospectus supplement and accompanying prospectus relating to the offering may be obtained when available by contacting Credit Suisse Securities (USA) LLC, Prospectus Department, One Madison Avenue, New York, NY 10010, 1-800-221-1037; BofA Merrill Lynch, 222 Broadway, 11th Floor, New York, NY 10038, Attn: Prospectus Department, dg.prospectus_requests@baml.com; Barclays, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, 1-888-603-5847, Barclaysprospectus@broadridge.com; Wells Fargo Securities, 550 South Tryon Street, 7th Floor, MAC D1086-070, Charlotte, NC 28202, Attn: Client Support, 1-800-326-5897, cmclientsupport@wellsfargo.com; J.P. Morgan Securities LLC, Attention: High Yield Syndicate, 383 Madison Avenue, New York, NY 10179 (phone: (800) 245-8812); or by visiting the Commissions website at http://www.sec.gov.
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 and operates an integrated loan origination business that mitigates servicing portfolio run-off and improves credit performance for loan investors. Our Solutionstar business unit offers asset management, settlement, and processing services. As of June 1, 2013, Nationstar employs over 7,200 people.
Forward-Looking Statements
Any statements in this release that are not historical or current facts are forward-looking statements. Forward-looking statements convey the Issuers current expectations or forecasts of future events. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Issuers 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 Nationstars most recent annual and quarterly reports and other required reports, as filed with the Commission, which are available at the Commissions website at http://www.sec.gov. Unless required by law, the Issuers undertake no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date of this press release.