NSM / Nationstar Mortgage Holdings Inc. - SEC Filings, Annual Report, Proxy Statement

Nationstar Mortgage Holdings Inc.
US ˙ NYSE
THIS SYMBOL IS NO LONGER ACTIVE

Basic Stats
LEI 549300LBCBNR1OT00651
CIK 1520566
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Nationstar Mortgage Holdings Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
August 23, 2018 15-12B

NSM / Nationstar Mortgage Holdings Inc. 15-12B

15-12B 1 d605378d1512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35449 Nationstar Mortgage Holdings Inc.

August 16, 2018 SC 13G/A

NSM / Nationstar Mortgage Holdings Inc. / Fortress Investment Group LLC - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 sc13ga.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nationstar Mortgage Holdings Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Titles of Class of Securities) 63861C109 (CUSIP Number) July 31, 2018 (Date of Event Which Requires Filing of this Statemen

August 13, 2018 15-12B

NSM / Nationstar Mortgage Holdings Inc. FORM 15-12B

15-12B 1 d602382d1512b.htm FORM 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35449 Nationstar Mortgage Holdings

August 13, 2018 25

NSM / Nationstar Mortgage Holdings Inc. 25

25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35449 Nationstar Mortgage Holdings Inc. NEW YORK STOCK EXCHANGE LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or re

August 3, 2018 10-Q

NSM / Nationstar Mortgage Holdings Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35449 Nationstar Mortgage H

August 3, 2018 EX-10.1

Amendment Number Six, dated as of May 29, 2018 to the Second Amended and Restated Master Repurchase Agreement, dated January 29, 2016, among Barclays Bank PLC, as purchaser and agent and Nationstar Mortgage LLC, as seller

Exhibit 10.1 AMENDMENT NUMBER SIX to the SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT dated as of January 29, 2016 between BARCLAYS BANK PLC and NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER SIX (this “Amendment”) is made as of this 29th day of May, 2018, by and between Barclays Bank PLC (“Purchaser” and “Agent”) and Nationstar Mortgage LLC (“Seller”), to that certain Second Amended and

August 1, 2018 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 13, 2018, pursuant to the provisions of Rule 12d2-2 (a).

August 1, 2018 POS AM

NSM / Nationstar Mortgage Holdings Inc. POS AM

POS AM 1 d583946dposam.htm POS AM As filed with the Securities and Exchange Commission on July 31, 2018 Registration No. 333-202397 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nationstar Mortgage Holdings Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware

August 1, 2018 S-8 POS

NSM / Nationstar Mortgage Holdings Inc. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on July 31, 2018 Registration No.

August 1, 2018 S-8 POS

NSM / Nationstar Mortgage Holdings Inc. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on July 31, 2018 Registration No.

August 1, 2018 EX-3.1

Second Amended and Restated Certificate of Incorporation of Nationstar Mortgage Holdings Inc.

EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NATIONSTAR MORTGAGE HOLDINGS INC. FIRST: The name of the corporation (which is hereinafter referred to as the “Corporation”) is Nationstar Mortgage Holdings Inc. SECOND: The registered office of the Corporation in the State of Delaware is located at 1209 Orange Street, County of New Castle, Wilmington, DE 19801, and the

August 1, 2018 EX-4.3

Supplemental Indenture, dated as of July 31, 2018, between WMIH Corp. and Wells Fargo Bank, National Association, as trustee, relating to the 6.500% Senior Notes due 2022

EX-4.3 Exhibit 4.3 This Supplemental Indenture (this “Supplemental Indenture”), dated as of July 31, 2018 among WMIH Corp, a Delaware corporation (the “Guaranteeing Parent”), an indirect parent of Nationstar Mortgage LLC, a Delaware limited liability company (the “Company” and, together with Nationstar Capital Corporation, the “Issuers”) and Wells Fargo Bank, National Association, as trustee (the

August 1, 2018 EX-10.1

Amendment to the Nationstar Mortgage Holdings Inc. Second Amended and Restated 2012 Incentive Compensation Plan

EX-10.1 7 d586085dex101.htm EX-10.1 Exhibit 10.1 AMENDMENT TO THE NATIONSTAR MORTGAGE HOLDINGS INC. SECOND AMENDED AND RESTATED 2012 INCENTIVE COMPENSATION PLAN This Amendment to the Nationstar Mortgage Holdings, Inc. Second Amended and Restated 2012 Incentive Compensation Plan (the “Plan”), made pursuant to the right to amend reserved in Section 16 of the Plan, amends the Plan as follows, effecti

August 1, 2018 EX-3.2

Amended and Restated Bylaws of Nationstar Mortgage Holdings Inc.

EX-3.2 Exhibit 3.2 NATIONSTAR MORTGAGE HOLDINGS INC. AMENDED AND RESTATED BYLAWS EFFECTIVE AS OF JULY 31, 2018 ARTICLE I MEETINGS OF STOCKHOLDERS Section 1. Place of Meeting and Notice. Meetings of the stockholders of the Corporation shall be held at such place either within or without the State of Delaware as the Board of Directors may determine. Section 2. Annual and Special Meetings. Annual mee

August 1, 2018 EX-4.2

Supplemental Indenture, dated as of July 31, 2018, between WMIH Corp. and Wells Fargo Bank, National Association, as trustee, relating to the 6.500% Senior Notes due 2021

EX-4.2 Exhibit 4.2 This Supplemental Indenture (this “Supplemental Indenture”), dated as of July 31, 2018 among WMIH Corp, a Delaware corporation (the “Guaranteeing Parent”), an indirect parent of Nationstar Mortgage LLC, a Delaware limited liability company (the “Company” and, together with Nationstar Capital Corporation, the “Issuers”) and Wells Fargo Bank, National Association, as trustee (the

August 1, 2018 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

8-K 1 d586085d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 31, 2018 Nationstar Mortgage Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35449 45-2156869 (State or Other Jurisdicti

August 1, 2018 EX-4.1

Supplemental Indenture, dated as of July 31, 2018, among Nationstar Mortgage Holdings Inc., the guarantors thereto and Wells Fargo Bank, National Association, as trustee, relating to the 8.125% Senior Notes due 2023 and 9.125% Senior Notes due 2026

EX-4.1 Exhibit 4.1 This SUPPLEMENTAL INDENTURE NO. 1, dated as of July 31, 2018 (this “Completion Date Supplemental Indenture”), is entered into among Nationstar Mortgage Holdings Inc., a Delaware Corporation (“Nationstar”), the other parties that are signatories hereto as Guarantors (collectively, the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”) and Wells Fargo Bank, National

July 31, 2018 15-12B

NSM / Nationstar Mortgage Holdings Inc. 15-12B

15-12B 1 d589291d1512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35449 Nationstar Mortgage Holdings Inc.

July 27, 2018 EX-99.1

WMIH and Nationstar Mortgage Announce Preliminary Results of Election of Preferred Form of Merger Consideration

EX-99.1 Exhibit 99.1 WMIH Corp. WMIH and Nationstar Mortgage Announce Preliminary Results of Election of Preferred Form of Merger Consideration SEATTLE & DALLAS, JULY 27, 2018 – WMIH Corp. (NASDAQ: WMIH) (“WMIH”) and Nationstar Mortgage Holdings Inc. (NYSE: NSM) (“Nationstar”) today announced the preliminary results of the elections made by Nationstar stockholders as to the form of merger consider

July 27, 2018 425

WMIH / WMIH Corp. FORM 8-K (Prospectus)

Form 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: July 27, 2018 WMIH Corp. (Exact name of registrant as specified in its charter) 001-14667 (Commission File Number) Delaware 91-1653725 (State or other jurisdiction of incorporation) (IRS Employer Identificati

July 27, 2018 8-K

Financial Statements and Exhibits, Other Events

Form 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: July 27, 2018 Nationstar Mortgage Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-35449 45-2156869 (State or other Jurisdiction of Incorporation) (Commission File Number) (I.

July 27, 2018 EX-99.1

WMIH and Nationstar Mortgage Announce Preliminary Results of Election of Preferred Form of Merger Consideration

EX-99.1 Exhibit 99.1 WMIH Corp. WMIH and Nationstar Mortgage Announce Preliminary Results of Election of Preferred Form of Merger Consideration SEATTLE & DALLAS, JULY 27, 2018 – WMIH Corp. (NASDAQ: WMIH) (“WMIH”) and Nationstar Mortgage Holdings Inc. (NYSE: NSM) (“Nationstar”) today announced the preliminary results of the elections made by Nationstar stockholders as to the form of merger consider

July 27, 2018 EX-99.1

WMIH and Nationstar Mortgage Announce Preliminary Results of Election of Preferred Form of Merger Consideration

EX-99.1 Exhibit 99.1

July 27, 2018 425

NSM / Nationstar Mortgage Holdings Inc. FORM 8-K (Prospectus)

Form 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: July 27, 2018 Nationstar Mortgage Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-35449 45-2156869 (State or other Jurisdiction of Incorporation) (Commission File Number) (I.

July 19, 2018 8-K

Financial Statements and Exhibits, Other Events

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: July 19, 2018 Nationstar Mortgage Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-35449 45-2156869 (State or other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporat

July 19, 2018 EX-99.1

July 2018 Investor Presentation 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 expect

Exhibit 99.1 July 2018 Investor Presentation 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 cu

July 19, 2018 425

NSM / Nationstar Mortgage Holdings Inc. NATIONSTAR MORTGAGE HOLDINGS INC. 8-K (Prospectus)

425 1 a51839642.htm NATIONSTAR MORTGAGE HOLDINGS INC. 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: July 19, 2018 Nationstar Mortgage Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-35449 45-2156869 (State or other Jurisdicti

July 19, 2018 EX-99.1

July 2018 Investor Presentation 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 expect

Exhibit 99.1 July 2018 Investor Presentation 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 cu

July 17, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 a51837612.htm NATIONSTAR MORTGAGE HOLDINGS INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: July 17, 2018 Nationstar Mortgage Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35449 45-2156869 (State or Other Jurisdiction of

July 17, 2018 EX-99.1

Nationstar Reports Second Quarter 2018 Financial Results

Exhibit 99.1 Nationstar Reports Second Quarter 2018 Financial Results Quarterly GAAP income of $58 million, $0.59 per diluted share and $52 million adjusted income, $0.53 per diluted share Adjusted servicing profitability of 5.8 basis points (bps) Servicing GAAP pretax income of $88 million, adjusted pretax income of $72 million Originations GAAP pretax income of $32 million, adjusted pretax incom

July 16, 2018 425

WMIH / WMIH Corp. 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: July 16, 2018 WMIH Corp.

July 16, 2018 EX-99.1

WMIH and Nationstar Mortgage Announce Election Deadline for Preferred Form of Merger Consideration Transaction Expected to Close on July 31, 2018

EX-99.1 Exhibit 99.1 WMIH Corp. WMIH and Nationstar Mortgage Announce Election Deadline for Preferred Form of Merger Consideration Transaction Expected to Close on July 31, 2018 SEATTLE & DALLAS, JULY 16, 2018 – WMIH Corp. (NASDAQ: WMIH) (“WMIH”) and Nationstar Mortgage Holdings Inc. (NYSE: NSM) (“Nationstar”) today announced that, in connection with the anticipated completion of the proposed merg

July 16, 2018 EX-99.1

WMIH and Nationstar Mortgage Announce Election Deadline for Preferred Form of Merger Consideration Transaction Expected to Close on July 31, 2018

EX-99.1 Exhibit 99.1 WMIH Corp. WMIH and Nationstar Mortgage Announce Election Deadline for Preferred Form of Merger Consideration Transaction Expected to Close on July 31, 2018 SEATTLE & DALLAS, JULY 16, 2018 – WMIH Corp. (NASDAQ: WMIH) (“WMIH”) and Nationstar Mortgage Holdings Inc. (NYSE: NSM) (“Nationstar”) today announced that, in connection with the anticipated completion of the proposed merg

July 16, 2018 8-K

Financial Statements and Exhibits, Other Events

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: July 16, 2018 Nationstar Mortgage Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-35449 45-2156869 (State or other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Empl

July 16, 2018 425

NSM / Nationstar Mortgage Holdings Inc. FORM 8-K (Prospectus)

Form 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: July 16, 2018 Nationstar Mortgage Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-35449 45-2156869 (State or other Jurisdiction of Incorporation) (Commission File Number) (I.

July 16, 2018 EX-99.1

WMIH and Nationstar Mortgage Announce Election Deadline for Preferred Form of Merger Consideration Transaction Expected to Close on July 31, 2018

EX-99.1 Exhibit 99.1 WMIH Corp. WMIH and Nationstar Mortgage Announce Election Deadline for Preferred Form of Merger Consideration Transaction Expected to Close on July 31, 2018 SEATTLE & DALLAS, JULY 16, 2018 – WMIH Corp. (NASDAQ: WMIH) (“WMIH”) and Nationstar Mortgage Holdings Inc. (NYSE: NSM) (“Nationstar”) today announced that, in connection with the anticipated completion of the proposed merg

July 13, 2018 425

WMIH / WMIH Corp. 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: July 13, 2018 WMIH Corp.

July 13, 2018 EX-4.1

Indenture, dated as of July 13, 2018, among the Issuer, the Company and Wells Fargo Bank, National Association, as Trustee

EX-4.1 Exhibit 4.1 WAND MERGER CORPORATION (to be merged with and into NATIONSTAR MORTGAGE HOLDINGS INC.) as Issuer, WMIH CORP. as Parent Guarantor, and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee, INDENTURE Dated as of July 13, 2018 $950,000,000 8.125% Senior Notes Due 2023 $750,000,000 9.125% Senior Notes Due 2026 Table of Contents Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENER

July 6, 2018 425

WMIH / WMIH Corp. 8-K (Prospectus)

425 1 d901175d8k.htm 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): June 29, 2018 WMIH Corp. (Exact name of registrant as specified in its charter) Delaware 001-14667 91-1653725 (State or other jurisdiction of incorporation) (

June 29, 2018 EX-99.1

WMIH CORP. AND NATIONSTAR STOCKHOLDERS APPROVE MERGER

EX-99.1 Exhibit 99.1 WMIH Corp. FOR IMMEDIATE RELEASE WMIH CORP. AND NATIONSTAR STOCKHOLDERS APPROVE MERGER SEATTLE and DALLAS (June 29, 2018) – WMIH Corp. (NASDAQ: WMIH) (“WMIH”) and Nationstar Mortgage Holdings Inc. (NYSE: NSM) (“Nationstar”) today announced that the stockholders of both companies approved all proposals relating to the merger of WMIH and Nationstar. Under the Agreement and Plan

June 29, 2018 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 29, 2018 Nationstar Mortgage Holdings Inc.

June 29, 2018 EX-99.1

WMIH CORP. AND NATIONSTAR STOCKHOLDERS APPROVE MERGER

EX-99.1 Exhibit 99.1 WMIH Corp. FOR IMMEDIATE RELEASE WMIH CORP. AND NATIONSTAR STOCKHOLDERS APPROVE MERGER SEATTLE and DALLAS (June 29, 2018) – WMIH Corp. (NASDAQ: WMIH) (“WMIH”) and Nationstar Mortgage Holdings Inc. (NYSE: NSM) (“Nationstar”) today announced that the stockholders of both companies approved all proposals relating to the merger of WMIH and Nationstar. Under the Agreement and Plan

June 29, 2018 425

NSM / Nationstar Mortgage Holdings Inc. FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 29, 2018 Nationstar Mortgage Holdings Inc.

June 29, 2018 425

WMIH / WMIH Corp. 8-K (Prospectus)

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): June 29, 2018 WMIH Corp. (Exact name of registrant as specified in its charter) Delaware 001-14667 91-1653725 (State or other jurisdiction of incorporation) (Commission File Numbe

June 29, 2018 EX-99.1

WMIH CORP. AND NATIONSTAR STOCKHOLDERS APPROVE MERGER

EX-99.1 Exhibit 99.1 WMIH Corp. FOR IMMEDIATE RELEASE WMIH CORP. AND NATIONSTAR STOCKHOLDERS APPROVE MERGER SEATTLE and DALLAS (June 29, 2018) – WMIH Corp. (NASDAQ: WMIH) (“WMIH”) and Nationstar Mortgage Holdings Inc. (NYSE: NSM) (“Nationstar”) today announced that the stockholders of both companies approved all proposals relating to the merger of WMIH and Nationstar. Under the Agreement and Plan

June 29, 2018 EX-99.1

WMIH Corp. Announces Pricing of Offering of $1.7 Billion of Senior Notes

EX-99.1 Exhibit 99.1 WMIH Corp. Announces Pricing of Offering of $1.7 Billion of Senior Notes Seattle, June 29, 2018 – WMIH Corp. (NASDAQ: WMIH) (“WMIH”) today announced the pricing of the offering by Wand Merger Corporation, a direct wholly-owned subsidiary of WMIH (“Merger Sub”), of $950,000,000 8.125% Senior Notes due 2023 (the “2023 Notes”) and $750,000,000 9.125% Senior Notes due 2026 (the “2

June 29, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d595153d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 29, 2018 Nationstar Mortgage Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35449 45-2156869 (State or Other Jurisdicti

June 29, 2018 EX-99.1

WMIH Corp. Announces Pricing of Offering of $1.7 Billion of Senior Notes

EX-99.1 Exhibit 99.1 WMIH Corp. Announces Pricing of Offering of $1.7 Billion of Senior Notes Seattle, June 29, 2018 – WMIH Corp. (NASDAQ: WMIH) (“WMIH”) today announced the pricing of the offering by Wand Merger Corporation, a direct wholly-owned subsidiary of WMIH (“Merger Sub”), of $950,000,000 8.125% Senior Notes due 2023 (the “2023 Notes”) and $750,000,000 9.125% Senior Notes due 2026 (the “2

June 29, 2018 425

WMIH / WMIH Corp. 8-K (Prospectus)

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): June 29, 2018 WMIH Corp. (Exact name of registrant as specified in its charter) 001-14667 (Commission File Number) Delaware 91-1653725 (State or other jurisdiction of incorporatio

June 26, 2018 8-K

Other Events

8-K 1 d613084d8k.htm FORM 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: June 26, 2018 Nationstar Mortgage Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-35449 45-2156869 (State or other Jurisdiction of Incorporation) (Commis

June 26, 2018 425

NSM / Nationstar Mortgage Holdings Inc. FORM 8-K (Prospectus)

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: June 26, 2018 Nationstar Mortgage Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-35449 45-2156869 (State or other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Empl

June 21, 2018 EX-4.2

First Supplemental Indenture, dated as of June 21, 2018, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee

Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “First Supplemental Indenture”), dated as of June 21, 2018, among Nationstar Mortgage LLC, a Delaware limited liability company (“Nationstar”), Nationstar Capital Corporation, a Delaware corporation (“Nationstar Corp.” and, together with Nationstar, the “Issuers”), the Guarantors (as defined in the Indenture referred to he

June 21, 2018 EX-4.1

Second Supplemental Indenture, dated as of June 21, 2018, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee

Exhibit 4.1 SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of June 21, 2018, among Nationstar Mortgage LLC, a Delaware limited liability company (“Nationstar”), Nationstar Capital Corporation, a Delaware corporation (“Nationstar Corp.” and, together with Nationstar, the “Issuers”), the Guarantors (as defined in the Indenture referred to

June 21, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 21, 2018 Nationstar Mortgage Holdings Inc.

June 21, 2018 EX-99.1

Nationstar Announces Receipt of Requisite Consents in Consent Solicitations for 6.500% Senior Notes due 2021 and 6.500% Senior Notes due 2022, each issued by Nationstar Mortgage LLC and Nationstar Capital Corporation

EX-99.1 4 a51826280ex991.htm EXHIBIT 99.1 Exhibit 99.1 Nationstar Announces Receipt of Requisite Consents in Consent Solicitations for 6.500% Senior Notes due 2021 and 6.500% Senior Notes due 2022, each issued by Nationstar Mortgage LLC and Nationstar Capital Corporation DALLAS-(BUSINESS WIRE)-June 21, 2018-Nationstar Mortgage Holdings Inc. (NYSE: NSM) (“Nationstar”) announced today that, pursuant

June 15, 2018 EX-99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.3 5 d578399dex993.htm EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following table shows unaudited pro forma condensed combined financial information about the financial condition and results of operations, including per share data, after giving effect to the merger (the “merger”) of Wand Merger Corporation, a wholly owned subsidiary of WMIH Corp. (“W

June 15, 2018 425

WMIH / WMIH Corp. 8-K (Prospectus)

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): June 15, 2018 WMIH Corp. (Exact name of registrant as specified in its charter) 001-14667 (Commission File Number) Delaware 91-1653725 (State or other jurisdiction of incorporatio

June 15, 2018 EX-99.1

NATIONSTAR MORTGAGE HOLDINGS INC. CONSOLIDATED BALANCE SHEETS (millions of dollars) December 31, 2017 December 31, 2016 Assets Cash and cash equivalents $ 215 $ 489 Restricted cash 360 388 Mortgage servicing rights, $2,937 and $3,160 at fair value, r

EX-99.1 Exhibit 99.1 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of Nationstar Mortgage Holdings Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Nationstar Mortgage Holdings Inc. (the Company) as of December 31, 2017 and 2016, the related consolidated statements of operations, stockholders’

June 15, 2018 EX-99.2

NATIONSTAR MORTGAGE HOLDINGS INC. CONSOLIDATED BALANCE SHEETS (millions of dollars) March 31, 2018 December 31, 2017 (unaudited) Assets Cash and cash equivalents $ 187 $ 215 Restricted cash 365 360 Mortgage servicing rights, $3,194 and $2,937 at fair

EX-99.2 4 d578399dex992.htm EX-99.2 Exhibit 99.2 NATIONSTAR MORTGAGE HOLDINGS INC. CONSOLIDATED BALANCE SHEETS (millions of dollars) March 31, 2018 December 31, 2017 (unaudited) Assets Cash and cash equivalents $ 187 $ 215 Restricted cash 365 360 Mortgage servicing rights, $3,194 and $2,937 at fair value, respectively 3,194 2,941 Advances and other receivables, net of reserves of $277 and $284, re

June 15, 2018 425

NSM / Nationstar Mortgage Holdings Inc. 425 (Prospectus)

425 1 formofelection.htm 425 WMIH Corp. Dear Nationstar Mortgage Holdings Inc. Equity Award Holder: Thank you for your support as we work toward completing the merger between WMIH Corp. (“WMIH”) and Nationstar Mortgage Holdings Inc. (“Nationstar”). On February 12, 2018, WMIH, Wand Merger Corporation, a wholly owned subsidiary of WMIH (“Wand”), and Nationstar entered into an Agreement and Plan of M

June 15, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 the Earliest Event Reported): June 15, 2018 (June 14, 2018) Nationstar Mortgage Holdings Inc.

June 15, 2018 EX-99.1

Nationstar Announces Consent Solicitations for 6.500% Senior Notes due 2021 and 6.500% Senior Notes due 2022, Each Issued by Nationstar Mortgage LLC and Nationstar Capital Corporation

Exhibit 99.1 Nationstar Announces Consent Solicitations for 6.500% Senior Notes due 2021 and 6.500% Senior Notes due 2022, Each Issued by Nationstar Mortgage LLC and Nationstar Capital Corporation DALLAS-(BUSINESS WIRE)-June 14, 2018-Nationstar Mortgage Holdings Inc. (NYSE: NSM) (“Nationstar”) announced today that its wholly-owned subsidiaries, Nationstar Mortgage LLC and Nationstar Capital Corpor

May 31, 2018 DEFM14A

NSM / Nationstar Mortgage Holdings Inc. DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 17, 2018 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: May 17, 2018 Nationstar Mortgage Holdings Inc.

May 10, 2018 EX-10.1

Amendment Number Thirteen, dated March 22, 2018, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC

Exhibit 10.1 AMENDMENT NUMBER THIRTEEN to the MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT dated as of March 25, 2011 between BARCLAYS BANK PLC and NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER THIRTEEN (this “Amendment”) is made as of this 22nd day of March, 2018, by and between Barclays Bank PLC (“Purchaser” and “Agent”) and Nationstar Mortgage LLC (“Seller”), to that certain Mortgage

May 10, 2018 10-Q

NSM / Nationstar Mortgage Holdings Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35449 Nationstar Mortgage

May 10, 2018 EX-10.2

Amendment Number Five, dated as of March 22, 2018 to the Second Amended and Restated Master Repurchase Agreement, dated January 29, 2016, among Barclays Bank PLC, as purchaser and agent, and Nationstar Mortgage LLC, as seller

Exhibit 10.2 AMENDMENT NUMBER FIVE to the SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT dated as of January 29, 2016 among BARCLAYS BANK PLC and NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER FIVE (this “Amendment”) is made as of this 22nd day of March, 2018, by and between Barclays Bank PLC (“Purchaser” and “Agent”) and Nationstar Mortgage LLC (“Seller”), to that certain Second Amended a

May 4, 2018 EX-99.2

THOMSON REUTERS STREETEVENTS

Exhibit 99.2 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT NSM—Q1 2018 Nationstar Mortgage Holdings Inc Earnings Call EVENT DATE/TIME: MAY 03, 2018 / 1:00PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2018 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prio

May 4, 2018 EX-99.1

IMPORTANT INFORMATION This presentation contains summarized information concerning Nationstar Mortgage Holdings Inc. (the “Company”) and the Company’s business, operations, financial performance and trends. No representation is made that the informat

EX-99.1 FIRST QUARTER 2018 RESULTS MAY 3, 2018 INVESTOR SUPPLEMENT Exhibit 99.1 IMPORTANT INFORMATION This presentation contains summarized information concerning Nationstar Mortgage Holdings Inc. (the “Company”) and the Company’s business, operations, financial performance and trends. No representation is made that the information in this presentation is complete. For additional financial, statis

May 4, 2018 8-K

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 4, 2018 (May 3, 2018) Nationstar Mortgage Holdings Inc.

May 4, 2018 425

NSM / Nationstar Mortgage Holdings Inc. FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 4, 2018 (May 3, 2018) Nationstar Mortgage Holdings Inc.

May 4, 2018 EX-99.2

THOMSON REUTERS STREETEVENTS

EX-99.2 Exhibit 99.2 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT NSM—Q1 2018 Nationstar Mortgage Holdings Inc Earnings Call EVENT DATE/TIME: MAY 03, 2018 / 1:00PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2018 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without

May 4, 2018 EX-99.1

IMPORTANT INFORMATION This presentation contains summarized information concerning Nationstar Mortgage Holdings Inc. (the “Company”) and the Company’s business, operations, financial performance and trends. No representation is made that the informat

EX-99.1 FIRST QUARTER 2018 RESULTS MAY 3, 2018 INVESTOR SUPPLEMENT Exhibit 99.1 IMPORTANT INFORMATION This presentation contains summarized information concerning Nationstar Mortgage Holdings Inc. (the “Company”) and the Company’s business, operations, financial performance and trends. No representation is made that the information in this presentation is complete. For additional financial, statis

May 3, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a51800394.htm NATIONSTAR MORTGAGE HOLDINGS INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: May 3, 2018 Nationstar Mortgage Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35449 45-2156869 (State or Other Jurisdiction of In

May 3, 2018 EX-99.1

Nationstar Reports First Quarter 2018 Financial Results

Exhibit 99.1 Nationstar Reports First Quarter 2018 Financial Results Quarterly GAAP income of $160 million, $1.61 per diluted share and $44 million adjusted income, $0.44 per diluted share Adjusted servicing profitability of 5.5 basis points (bps) Servicing GAAP pretax income of $220 million, adjusted pretax income of $69 million Originations GAAP pretax income of $19 million, adjusted pretax inco

April 19, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 19, 2018 NATIONSTAR MORTGAGE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-35449 45-2156869 (State of Incorporation) (Commission File Number)

April 19, 2018 EX-99.1

Nationstar Promotes Tony Ebers to Chief Operating Officer to Advance Customer Experience Strategy

EX-99.1 2 exhibit991-pressrelease.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Nationstar Promotes Tony Ebers to Chief Operating Officer to Advance Customer Experience Strategy DALLAS, TX (April 19, 2018) - Nationstar Mortgage Holdings Inc. (NYSE: NSM) (“Nationstar”) today announced that Tony Ebers has been appointed Chief Operating Officer, a new position within Nationstar. "Tony is a seas

April 17, 2018 DEF 14A

NSM / Nationstar Mortgage Holdings Inc. DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 30, 2018 425

WMIH / WMIH Corp. 8-K/A (Prospectus)

425 1 d544380d8ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2018 (February 12, 2018) WMIH Corp. (Exact name of registrant as specified in its charter) 001-14667 (Commission File Number) Delaware 91-16537

March 10, 2018 EX-24

EX-24

NATIONSTAR MORTGAGE HOLDINGS INC. POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS The undersigned, being subject to the reporting obligations of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), with respect to ownership of securities of Nationstar Mortgage Holdings Inc. (the "Corporation"), hereby constitutes and appoints, individually, each of Anthony Villani, Eli

March 9, 2018 8-K

Financial Statements and Exhibits

8-K 1 a8-kxeyconsent.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: March 9, 2018 Nationstar Mortgage Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35449 45-2156869 (State or Other Jurisdiction of Incorporation) (Commission Fi

March 9, 2018 EX-10.1

Amendment to Employment Agreement, dated March 9, 2018, by and between WMIH and William Gallagher.

EX-10.1 2 wmih-ex1018.htm EX-10.1 Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT (“Amendment”), by and between WMIH Corp., a Delaware corporation (the “Company”), and William Gallagher (“Executive”) (collectively, the “Parties”) is made as of March 9, 2018. WHEREAS, the Company and Executive previously entered into an Employment Agreement, made as of May 15, 2015 (the “Employment Ag

March 9, 2018 EX-10.2

Amendment to Employment Agreement, dated March 9, 2018, by and between WMIH and Thomas L. Fairfield.

Exhibit 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT (“Amendment”), by and between WMIH Corp., a Delaware corporation (the “Company”), and Thomas L. Fairfield (“Executive”) (collectively, the “Parties”) is made as of March 9, 2018. WHEREAS, the Company and Executive previously entered into an Employment Agreement, made as of May 15, 2015 (the “Employment Agreement”); WHEREAS, the Company

March 9, 2018 425

WMIH / WMIH Corp. 8-K (Prospectus)

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): March 9, 2018 WMIH Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-14667 91-1653725 (State or other Jurisdiction of Incorporation) (Commission File Number) (

March 7, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d492124d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: March 7, 2018 Nationstar Mortgage Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35449 45-2156869 (State or Other Jurisdiction of Incorporation) (Commission F

March 7, 2018 EX-99.1

IMPORTANT INFORMATION This presentation contains summarized information concerning Nationstar Mortgage Holdings Inc. (the “Company” or “Nationstar”) and the Company’s business, operations, financial performance and trends. No representation is made t

EX-99.1 MERGER SUPPLEMENT March 7, 2018 Exhibit 99.1 IMPORTANT INFORMATION This presentation contains summarized information concerning Nationstar Mortgage Holdings Inc. (the “Company” or “Nationstar”) and the Company’s business, operations, financial performance and trends. No representation is made that the information in this presentation is complete. For additional financial, statistical and b

March 7, 2018 EX-99.1

IMPORTANT INFORMATION This presentation contains summarized information concerning Nationstar Mortgage Holdings Inc. (the “Company” or “Nationstar”) and the Company’s business, operations, financial performance and trends. No representation is made t

EX-99.1 MERGER SUPPLEMENT March 7, 2018 Exhibit 99.1 IMPORTANT INFORMATION This presentation contains summarized information concerning Nationstar Mortgage Holdings Inc. (the “Company” or “Nationstar”) and the Company’s business, operations, financial performance and trends. No representation is made that the information in this presentation is complete. For additional financial, statistical and b

March 7, 2018 425

NSM / Nationstar Mortgage Holdings Inc. FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: March 7, 2018 Nationstar Mortgage Holdings Inc.

March 2, 2018 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Registrant Subsidiaries Jurisdiction of Organization Nationstar Sub1 LLC Delaware Nationstar Mortgage LLC Delaware

March 2, 2018 EX-10.23

Amendment Number Four, dated as of October 30, 2017 to the Second Amended and Restated Master Repurchase Agreement, dated January 29, 2016, among Barclays Bank PLC, as purchaser and agent, Sutton Funding LLC, as a purchaser, and Nationstar Mortgage LLC, as seller

Exhibit 10.23 AMENDMENT NUMBER FOUR to the SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT dated as of January 29, 2016 among BARCLAYS BANK PLC, SUTTON FUNDING LLC and NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER FOUR (this “Amendment”) is made as of this 30th day of October, 2017, by and among Barclays Bank PLC (“Purchaser” and “Agent”), Sutton Funding LLC (“Sutton”) and Nationstar Mortg

March 2, 2018 EX-12.1

Computation of Ratio of Earnings to Fixed Charges

Exhibit 12.1 RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth information regarding our ratio of earnings to fixed charges for each of the periods shown. For purposes of calculating this ratio, (i) earnings consist of income (loss) from continuing operations before provision (benefit) for income taxes and fixed charges and (ii) fixed charges consist of interest expense, which incl

March 2, 2018 EX-10.48

Retention Bonus Agreement, entered into as of February 12, 2018, by and between Nationstar Mortgage Holdings Inc. and Anthony Ebers

Exhibit 10.48 RETENTION BONUS AGREEMENT This Retention Bonus Agreement (“Agreement”) is made and entered into as of February 12, 2018, by and between Nationstar Mortgage Holdings Inc., a Delaware corporation (the “Company”), with its principal place of business located at 8950 Cypress Waters Blvd., Coppell, TX 75019 and Anthony Ebers, an individual (hereinafter called the “Executive”), whose princ

March 2, 2018 EX-10.46

Retention Bonus Agreement, entered into as of February 12, 2018, by and between Nationstar Mortgage Holdings Inc. and Jay Bray

Exhibit 10.46 RETENTION BONUS AGREEMENT This Retention Bonus Agreement (“Agreement”) is made and entered into as of February 12, 2018, by and between Nationstar Mortgage Holdings Inc., a Delaware corporation (the “Company”), with its principal place of business located at 8950 Cypress Waters Blvd., Coppell, TX 75019 and Jay Bray, an individual (hereinafter called “Executive”), whose principal resi

March 2, 2018 EX-10.44

Severance Pay Agreement, entered into as of February 12, 2018, by and between Nationstar Mortgage Holdings Inc. and Anthony Ebers

EX-10.44 6 a2017-q4xexhibit1044.htm EXHIBIT 10.44 Exhibit 10.44 SEVERANCE AGREEMENT This Severance Pay Agreement (“Agreement”) is made and entered into as of February 12, 2018, by and between Nationstar Mortgage Holdings Inc., a Delaware corporation (the “Company”), with its principal place of business located at 8950 Cypress Waters Blvd., Coppell, TX 75019 and Anthony Ebers, an individual (herein

March 2, 2018 EX-10.42

Severance Pay Agreement, entered into as of February 12, 2018, by and between Nationstar Mortgage Holdings Inc. and Jay Bray

Exhibit 10.42 SEVERANCE AGREEMENT This Severance Pay Agreement (“Agreement”) is made and entered into as of February 12, 2018, by and between Nationstar Mortgage Holdings Inc., a Delaware corporation (the “Company”), with its principal place of business located at 8950 Cypress Waters Blvd., Coppell, TX 75019 and Jay Bray, an individual (hereinafter called the “Executive”), whose principal residenc

March 2, 2018 EX-10.18

Amendment Number Twelve, dated October 30, 2017, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC

Exhibit 10.18 AMENDMENT NUMBER TWELVE to the MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT dated as of March 25, 2011 between BARCLAYS BANK PLC and NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER TWELVE (this “Amendment”) is made as of this 30th day of October, 2017, by and between Barclays Bank PLC (“Purchaser” and “Agent”) and Nationstar Mortgage LLC (“Seller”), to that certain Mortgage

March 2, 2018 EX-10.43

Severance Pay Agreement, entered into as of February 12, 2018, by and between Nationstar Mortgage Holdings Inc. and Amar Patel

Exhibit 10.43 SEVERANCE AGREEMENT This Severance Pay Agreement (“Agreement”) is made and entered into as of February 12, 2018, by and between Nationstar Mortgage Holdings Inc., a Delaware corporation (the “Company”), with its principal place of business located at 8950 Cypress Waters Blvd., Coppell, TX 75019 and Amar Patel, an individual (hereinafter called the “Executive”), whose principal reside

March 2, 2018 10-K

NSM / Nationstar Mortgage Holdings Inc. 10-K (Annual Report)

10-K 1 nsmhinc1231201710-k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

March 2, 2018 EX-10.47

Retention Bonus Agreement, entered into as of February 12, 2018, by and between Nationstar Mortgage Holdings Inc. and Amar Patel

Exhibit 10.47 RETENTION BONUS AGREEMENT This Retention Bonus Agreement (“Agreement”) is made and entered into as of February 12, 2018, by and between Nationstar Mortgage Holdings Inc., a Delaware corporation (the “Company”), with its principal place of business located at 8950 Cypress Waters Blvd., Coppell, TX 75019 and Amar Patel, an individual (hereinafter called “Executive”), whose principal re

March 2, 2018 EX-10.45

Severance Pay Agreement, entered into as of February 12, 2018, by and between Nationstar Mortgage Holdings Inc. and Mike Rawls

Exhibit 10.45 SEVERANCE AGREEMENT This Severance Pay Agreement (“Agreement”) is made and entered into as of February 12, 2018, by and between Nationstar Mortgage Holdings Inc., a Delaware corporation (the “Company”), with its principal place of business located at 8950 Cypress Waters Blvd., Coppell, TX 75019 and Mike Rawls, an individual (hereinafter called the “Executive”), whose principal reside

March 2, 2018 EX-10.49

Retention Bonus Agreement, entered into as of February 12, 2018, by and between Nationstar Mortgage Holdings Inc. and Mike Rawls

Exhibit 10.49 RETENTION BONUS AGREEMENT This Retention Bonus Agreement (“Agreement”) is made and entered into as of February 12, 2018, by and between Nationstar Mortgage Holdings Inc., a Delaware corporation (the “Company”), with its principal place of business located at 8950 Cypress Waters Blvd., Coppell, TX 75019 and Mike Rawls, an individual (hereinafter called “Executive”), whose principal re

March 1, 2018 425

WMIH / WMIH Corp. FORM 8-K (Prospectus)

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): March 1, 2018 WMIH Corp. (Exact name of registrant as specified in its charter) 001-14667 (Commission File Number) Delaware 91-1653725 (State or other jurisdiction of incorporation) (

March 1, 2018 EX-99.1

WMIH CORP. REGAINS COMPLIANCE WITH NASDAQ MINIMUM BID PRICE LISTING REQUIREMENT

Filed by WMIH Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Nationstar Mortgage Holdings Inc. (SEC File No.: 001-35449) WMIH Corp. (SEC File No.: 001-14667) Date: March 1, 2018 Exhibit 99.1 WMIH CORP. REGAINS COMPLIANCE WITH NASDAQ MINIMUM BID PRICE LISTING REQUIREMENT SEATTLE – Marc

March 1, 2018 EX-99.1

IMPORTANT INFORMATION This presentation contains summarized information concerning Nationstar Mortgage Holdings Inc. (the “Company”) and the Company’s business, operations, financial performance and trends. No representation is made that the informat

EX-99.1 FOURTH QUARTER AND FULL YEAR 2017 RESULTS MARCH 1, 2018 INVESTOR SUPPLEMENT Exhibit 99.1 IMPORTANT INFORMATION This presentation contains summarized information concerning Nationstar Mortgage Holdings Inc. (the “Company”) and the Company’s business, operations, financial performance and trends. No representation is made that the information in this presentation is complete. For additional

March 1, 2018 EX-99.2

THOMSON REUTERS STREETEVENTS

EX-99.2 Exhibit 99.2 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT NSM – Q4 2017 Nationstar Mortgage Holdings Inc Earnings Call EVENT DATE/TIME: MARCH 01, 2018 / 2:00PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2018 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited with

March 1, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: March 1, 2018 Nationstar Mortgage Holdings Inc.

March 1, 2018 EX-99.1

IMPORTANT INFORMATION This presentation contains summarized information concerning Nationstar Mortgage Holdings Inc. (the “Company”) and the Company’s business, operations, financial performance and trends. No representation is made that the informat

EX-99.1 FOURTH QUARTER AND FULL YEAR 2017 RESULTS MARCH 1, 2018 INVESTOR SUPPLEMENT Exhibit 99.1 IMPORTANT INFORMATION This presentation contains summarized information concerning Nationstar Mortgage Holdings Inc. (the “Company”) and the Company’s business, operations, financial performance and trends. No representation is made that the information in this presentation is complete. For additional

March 1, 2018 EX-99.2

THOMSON REUTERS STREETEVENTS

EX-99.2 Exhibit 99.2 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT NSM – Q4 2017 Nationstar Mortgage Holdings Inc Earnings Call EVENT DATE/TIME: MARCH 01, 2018 / 2:00PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2018 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited with

March 1, 2018 425

NSM / Nationstar Mortgage Holdings Inc. 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: March 1, 2018 Nationstar Mortgage Holdings Inc.

March 1, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: March 1, 2018 Nationstar Mortgage Holdings Inc.

March 1, 2018 EX-99.1

Nationstar Reports Fourth Quarter and Full Year 2017 Financial Results

Exhibit 99.1 Nationstar Reports Fourth Quarter and Full Year 2017 Financial Results Quarterly GAAP income of $41 million, $0.41 per diluted share and $42 million adjusted income, $0.43 per diluted share Adjusted servicing profitability of 5.8 basis points (bps) Servicing portfolio at $508 billion with 3.2 million customers Servicing GAAP pretax income of $77 million, adjusted pretax income of $78

February 14, 2018 EX-10.3

Registration Rights Agreement, dated as of February 12, 2018, among WMIH and Fortress and the other stockholders party from time to time thereto

EX-10.3 Exhibit 10.3 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of February 12, 2018, by and between WMIH Corp., a Delaware corporation (the ?Company?), and FIF HE Holdings LLC, a Delaware limited liability company (the ?Shareholder?), and any other Shareholder Party who becomes a party hereto after the date hereof. W I T N E S S E T H: WHEREAS, pursuant to

February 14, 2018 EX-10.5

Commitment Letter, dated as of February 12, 2018, among Credit Suisse AG, Credit Suisse Securities (USA) LLC, Jefferies Finance LLC, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., HSBC Bank USA, National Association and HSBC Securities (USA) Inc.

EX-10.5 7 d539539dex105.htm EX-10.5 Exhibit 10.5 EXECUTION VERSION CREDIT SUISSE SECURITIES (USA) LLC CREDIT SUISSE AG Eleven Madison Avenue New York, New York 10010 JEFFERIES FINANCE LLC 520 Madison Avenue New York, New York 10022 DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, NY 10005 HSBC BANK USA, NATIONAL ASSOCIATION HSBC SECURITIES (USA) INC. 42

February 14, 2018 EX-10.4

Warrant Exchange Agreement, dated as of February 12, 2018, between WMIH and KKR Wand Holdings

EX-10.4 Exhibit 10.4 EXECUTION VERSION KKR WAND HOLDINGS CORPORATION 9 West 57th Street, Suite 4200 New York, NY 10019 February 12, 2018 WMIH Corp. 800 Fifth Avenue, Suite 4100 Seattle, Washington 98104 Re: Warrant Exchange Ladies and Gentlemen: 1. This letter agreement is made as of February 12, 2018, by and between KKR Wand Holdings Corporation, a Cayman Islands exempted company (the ?Warranthol

February 14, 2018 425

WMIH / WMIH Corp. 8-K (Prospectus)

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): February 12, 2018 WMIH Corp. (Exact name of registrant as specified in its charter) 001-14667 (Commission File Number) Delaware 91-1653725 (State or other jurisdiction of incorpor

February 14, 2018 EX-2.1

Agreement and Plan Of Merger, dated as of February 12, 2018, among WMIH, Nationstar and Merger Sub

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among NATIONSTAR MORTGAGE HOLDINGS INC., WMIH CORP., and WAND MERGER CORPORATION Dated as of February 12, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 2 Section 1.2 Table of Definitions 15 Section 1.3 Other Definitional and Interpretative Provisions 17 ARTICLE II THE MERGER; EFFECT ON THE CAPITAL STOCK;

February 14, 2018 EX-10.2

Letter Agreement, dated as of February 12, 2018, between WMIH and Fortress

EX-10.2 Exhibit 10.2 EXECUTION VERSION FIF HE Holdings LLC c/o FIG LLC 1345 Avenue of the Americas, 45th Floor New York, New York 10105 February 12, 2018 WMIH Corp. Fifth Avenue Plaza, Suite 4100 Seattle, WA 98104 Ladies and Gentlemen: Reference is made to (i) that certain Agreement and Plan of Merger (the ?Merger Agreement?), dated as of the date hereof, among WMIH Corp., a Delaware corporation (

February 14, 2018 EX-10.1

Voting and Support Agreement, dated as of February 12, 2018, between WMIH and FIF HE Holdings LLC

EX-10.1 Exhibit 10.1 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of February 12, 2018 (this ?Agreement?), between WMIH Corp., a Delaware corporation (?Parent?), and FIF HE Holdings LLC, a Delaware limited liability company (the ?Stockholder?). RECITALS WHEREAS, concurrently herewith, Parent, Nationstar Mortgage Holdings Inc., a Delaware corporation (the ?C

February 13, 2018 EX-10.3

Voting and Support Agreement, dated as of February 12, 2018, among Nationstar Mortgage Holdings Inc. and Diane B. Glossman

EX-10.3 Exhibit 10.3 VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of February 12, 2018 (this ?Agreement?), between Nationstar Mortgage Holdings Inc., a Delaware corporation (the ?Company?), and Diane B. Glossman (the ?Stockholder?). RECITALS WHEREAS, concurrently herewith, the Company, WMIH Corp., a Delaware corporation (?Parent?) and Wand Merger Corporation, a Delaware corp

February 13, 2018 EX-10.5

Voting and Support Agreement, dated as of February 12, 2018, among Nationstar Mortgage Holdings Inc. and Michael J. Renoff

EX-10.5 Exhibit 10.5 VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of February 12, 2018 (this ?Agreement?), between Nationstar Mortgage Holdings Inc., a Delaware corporation (the ?Company?), and Michael J. Renoff (the ?Stockholder?). RECITALS WHEREAS, concurrently herewith, the Company, WMIH Corp., a Delaware corporation (?Parent?) and Wand Merger Corporation, a Delaware corp

February 13, 2018 EX-10.7

Voting and Support Agreement, dated as of February 12, 2018, among Nationstar Mortgage Holdings Inc. and Steven D. Scheiwe

EX-10.7 Exhibit 10.7 VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of February 12, 2018 (this ?Agreement?), between Nationstar Mortgage Holdings Inc., a Delaware corporation (the ?Company?), and Steven D. Scheiwe (the ?Stockholder?). RECITALS WHEREAS, concurrently herewith, the Company, WMIH Corp., a Delaware corporation (?Parent?) and Wand Merger Corporation, a Delaware corp

February 13, 2018 EX-10.8

Letter Agreement, dated as of February 12, 2018, among FIF HE Holdings LLC and Nationstar Mortgage Holdings Inc.

EX-10.8 10 d712199dex108.htm EX-10.8 Exhibit 10.8 EXECUTION COPY February 12, 2018 Nationstar Mortgage Holdings Inc. 8950 Cypress Waters Blvd Coppell, TX 75019 Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among WMIH Corp., a Delaware corporation (“Parent”), Nationstar Mortgage Holdings Inc., a Del

February 13, 2018 EX-2.1

Agreement and Plan of Merger, dated as of February 12, 2018, among Nationstar Mortgage Holdings Inc., WMIH Corp. and Wand Merger Corporation

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among NATIONSTAR MORTGAGE HOLDINGS INC., WMIH CORP., and WAND MERGER CORPORATION Dated as of February 12, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 3 Section 1.2 Table of Definitions 18 Section 1.3 Other Definitional and Interpretative Provisions 21 ARTICLE II THE MERGER; EFFECT ON THE CAPITAL STOCK;

February 13, 2018 EX-10.6

Voting and Support Agreement, dated as of February 12, 2018, among Nationstar Mortgage Holdings Inc. and Michael L. Willingham

EX-10.6 Exhibit 10.6 VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of February 12, 2018 (this ?Agreement?), between Nationstar Mortgage Holdings Inc., a Delaware corporation (the ?Company?), and Michael L. Willingham (the ?Stockholder?). RECITALS WHEREAS, concurrently herewith, the Company, WMIH Corp., a Delaware corporation (?Parent?) and Wand Merger Corporation, a Delaware

February 13, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: February 13, 2018 Nationstar Mortgage Holdings Inc.

February 13, 2018 EX-10.4

Voting and Support Agreement, dated as of February 12, 2018, among Nationstar Mortgage Holdings Inc. and William C. Gallagher

EX-10.4 Exhibit 10.4 VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of February 12, 2018 (this ?Agreement?), between Nationstar Mortgage Holdings Inc., a Delaware corporation (the ?Company?), and William C. Gallagher (the ?Stockholder?). RECITALS WHEREAS, concurrently herewith, the Company, WMIH Corp., a Delaware corporation (?Parent?) and Wand Merger Corporation, a Delaware c

February 13, 2018 EX-10.2

Voting and Support Agreement, dated as of February 12, 2018, among Nationstar Mortgage Holdings Inc. and Thomas L. Fairfield

EX-10.2 Exhibit 10.2 VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of February 12, 2018 (this ?Agreement?), between Nationstar Mortgage Holdings Inc., a Delaware corporation (the ?Company?), and Thomas L. Fairfield (the ?Stockholder?). RECITALS WHEREAS, concurrently herewith, the Company, WMIH Corp., a Delaware corporation (?Parent?) and Wand Merger Corporation, a Delaware co

February 13, 2018 EX-10.1

Voting and Support Agreement, dated as of February 12, 2018, among Nationstar Mortgage Holdings Inc., KKR Wand Investors Corporation and KKR Wand Holdings Corporation

EX-10.1 Exhibit 10.1 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of February 12, 2018 (this ?Agreement?), between Nationstar Mortgage Holdings Inc., a Delaware corporation (the ?Company?), KKR Wand Investors Corporation, a Cayman Islands exempted company (?Wand Investors?) and KKR Wand Holdings Corporation, a Cayman Islands exempted company (together with

February 13, 2018 425

WMIH / WMIH Corp. 425 (Prospectus)

Filed by WMIH Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Nationstar Mortgage Holdings Inc. (SEC File No.: 001-35449) WMIH Corp. (SEC File No.: 001-14667) Date: February 13, 2018 WMIH Moderator: Bill Gallagher 02-13-18/ 9:00 a.m. ET Confirmation # 6499125 Page 1 WMIH Moderator: Bil

February 13, 2018 EX-10.1

Voting and Support Agreement, dated as of February 12, 2018, among Nationstar Mortgage Holdings Inc., KKR Wand Investors Corporation and KKR Wand Holdings Corporation

EX-10.1 Exhibit 10.1 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of February 12, 2018 (this ?Agreement?), between Nationstar Mortgage Holdings Inc., a Delaware corporation (the ?Company?), KKR Wand Investors Corporation, a Cayman Islands exempted company (?Wand Investors?) and KKR Wand Holdings Corporation, a Cayman Islands exempted company (together with

February 13, 2018 EX-10.3

Voting and Support Agreement, dated as of February 12, 2018, among Nationstar Mortgage Holdings Inc. and Diane B. Glossman

EX-10.3 Exhibit 10.3 VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of February 12, 2018 (this ?Agreement?), between Nationstar Mortgage Holdings Inc., a Delaware corporation (the ?Company?), and Diane B. Glossman (the ?Stockholder?). RECITALS WHEREAS, concurrently herewith, the Company, WMIH Corp., a Delaware corporation (?Parent?) and Wand Merger Corporation, a Delaware corp

February 13, 2018 EX-2.1

Agreement and Plan of Merger, dated as of February 12, 2018, among Nationstar Mortgage Holdings Inc., WMIH Corp. and Wand Merger Corporation*

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among NATIONSTAR MORTGAGE HOLDINGS INC., WMIH CORP., and WAND MERGER CORPORATION Dated as of February 12, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 3 Section 1.2 Table of Definitions 18 Section 1.3 Other Definitional and Interpretative Provisions 21 ARTICLE II THE MERGER; EFFECT ON THE CAPITAL STOCK;

February 13, 2018 EX-10.4

Voting and Support Agreement, dated as of February 12, 2018, among Nationstar Mortgage Holdings Inc. and William C. Gallagher

EX-10.4 Exhibit 10.4 VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of February 12, 2018 (this ?Agreement?), between Nationstar Mortgage Holdings Inc., a Delaware corporation (the ?Company?), and William C. Gallagher (the ?Stockholder?). RECITALS WHEREAS, concurrently herewith, the Company, WMIH Corp., a Delaware corporation (?Parent?) and Wand Merger Corporation, a Delaware c

February 13, 2018 EX-10.6

Voting and Support Agreement, dated as of February 12, 2018, among Nationstar Mortgage Holdings Inc. and Michael L. Willingham

EX-10.6 8 d712199dex106.htm EX-10.6 Exhibit 10.6 VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of February 12, 2018 (this “Agreement”), between Nationstar Mortgage Holdings Inc., a Delaware corporation (the “Company”), and Michael L. Willingham (the “Stockholder”). RECITALS WHEREAS, concurrently herewith, the Company, WMIH Corp., a Delaware corporation (“Parent”) and Wand Mer

February 13, 2018 EX-10.2

Voting and Support Agreement, dated as of February 12, 2018, among Nationstar Mortgage Holdings Inc. and Thomas L. Fairfield

EX-10.2 Exhibit 10.2 VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of February 12, 2018 (this ?Agreement?), between Nationstar Mortgage Holdings Inc., a Delaware corporation (the ?Company?), and Thomas L. Fairfield (the ?Stockholder?). RECITALS WHEREAS, concurrently herewith, the Company, WMIH Corp., a Delaware corporation (?Parent?) and Wand Merger Corporation, a Delaware co

February 13, 2018 EX-10.8

Letter Agreement, dated as of February 12, 2018, among FIF HE Holdings LLC and Nationstar Mortgage Holdings Inc.

EX-10.8 Exhibit 10.8 EXECUTION COPY February 12, 2018 Nationstar Mortgage Holdings Inc. 8950 Cypress Waters Blvd Coppell, TX 75019 Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger (the ?Merger Agreement?), dated as of the date hereof, by and among WMIH Corp., a Delaware corporation (?Parent?), Nationstar Mortgage Holdings Inc., a Delaware corporation (the ?Compa

February 13, 2018 425

NSM / Nationstar Mortgage Holdings Inc. 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: February 13, 2018 Nationstar Mortgage Holdings Inc.

February 13, 2018 EX-10.7

Voting and Support Agreement, dated as of February 12, 2018, among Nationstar Mortgage Holdings Inc. and Steven D. Scheiwe

EX-10.7 Exhibit 10.7 VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of February 12, 2018 (this ?Agreement?), between Nationstar Mortgage Holdings Inc., a Delaware corporation (the ?Company?), and Steven D. Scheiwe (the ?Stockholder?). RECITALS WHEREAS, concurrently herewith, the Company, WMIH Corp., a Delaware corporation (?Parent?) and Wand Merger Corporation, a Delaware corp

February 13, 2018 EX-10.5

Voting and Support Agreement, dated as of February 12, 2018, among Nationstar Mortgage Holdings Inc. and Michael J. Renoff

EX-10.5 Exhibit 10.5 VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of February 12, 2018 (this ?Agreement?), between Nationstar Mortgage Holdings Inc., a Delaware corporation (the ?Company?), and Michael J. Renoff (the ?Stockholder?). RECITALS WHEREAS, concurrently herewith, the Company, WMIH Corp., a Delaware corporation (?Parent?) and Wand Merger Corporation, a Delaware corp

February 13, 2018 425

WMIH / WMIH Corp. FORM 8-K (Prospectus)

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): February 12, 2018 WMIH Corp. (Exact name of registrant as specified in its charter) 001-14667 (Commission File Number) Delaware 91-1653725 (State or other jurisdiction of incorporatio

February 13, 2018 EX-99.1

WMIH Corp. to Merge with Nationstar Mortgage, a Leading Servicer and Originator Acquisition of Leading Mortgage Servicing Platform to Drive Substantial Value Creation for Shareholders

EX-99.1 Exhibit 99.1 WMIH Corp. to Merge with Nationstar Mortgage, a Leading Servicer and Originator Acquisition of Leading Mortgage Servicing Platform to Drive Substantial Value Creation for Shareholders SEATTLE & DALLAS, FEBRUARY 13, 2018 ? WMIH Corp. (NASDAQ: WMIH) (?WMIH?) and Nationstar Mortgage Holdings Inc. (NYSE: NSM) (?Nationstar?) with its flagship brand Mr. Cooper? today announced that

February 13, 2018 EX-99.1

WMIH Corp. to Merge with Nationstar Mortgage, a Leading Servicer and Originator Acquisition of Leading Mortgage Servicing Platform to Drive Substantial Value Creation for Shareholders

EX-99.1 Exhibit 99.1 WMIH Corp. to Merge with Nationstar Mortgage, a Leading Servicer and Originator Acquisition of Leading Mortgage Servicing Platform to Drive Substantial Value Creation for Shareholders SEATTLE & DALLAS, FEBRUARY 13, 2018 ? WMIH Corp. (NASDAQ: WMIH) (?WMIH?) and Nationstar Mortgage Holdings Inc. (NYSE: NSM) (?Nationstar?) with its flagship brand Mr. Cooper? today announced that

February 13, 2018 EX-99.4

Privileged & Confidential Team Member Q&A NOT FOR EXTERNAL DISTRIBUTION, FORWARDING OR PRINTING

EX-99.4 Exhibit 99.4 Privileged & Confidential Team Member Q&A NOT FOR EXTERNAL DISTRIBUTION, FORWARDING OR PRINTING ? Who is WMIH and KKR, and why are we merging with them? ? Nationstar has entered into a definitive merger agreement with WMIH, a publicly traded company on NASDAQ. They have been looking for an opportunity join forces with a company like ours and are excited to work with our talent

February 13, 2018 EX-99.2

Nationstar SM MERGER PRESENTATION FEBRUARY 13, 2018

EX-99.2 Exhibit 99.2 Nationstar SM MERGER PRESENTATION FEBRUARY 13, 2018 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 st

February 13, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: February 13, 2018 Nationstar Mortgage Holdings Inc.

February 13, 2018 EX-99.3

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.

EX-99.3 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?

February 13, 2018 EX-99.2

Nationstar SM MERGER PRESENTATION FEBRUARY 13, 2018

EX-99.2 Exhibit 99.2 Nationstar SM MERGER PRESENTATION FEBRUARY 13, 2018 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 st

February 13, 2018 EX-99.3

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.

EX-99.3 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’

February 13, 2018 EX-99.1

WMIH Corp. to Merge with Nationstar Mortgage, a Leading Servicer and Originator Acquisition of Leading Mortgage Servicing Platform to Drive Substantial Value Creation for Shareholders

EX-99.1 Exhibit 99.1 WMIH Corp. to Merge with Nationstar Mortgage, a Leading Servicer and Originator Acquisition of Leading Mortgage Servicing Platform to Drive Substantial Value Creation for Shareholders SEATTLE & DALLAS, FEBRUARY 13, 2018 ? WMIH Corp. (NASDAQ: WMIH) (?WMIH?) and Nationstar Mortgage Holdings Inc. (NYSE: NSM) (?Nationstar?) with its flagship brand Mr. Cooper? today announced that

February 13, 2018 EX-99.4

Privileged & Confidential Team Member Q&A NOT FOR EXTERNAL DISTRIBUTION, FORWARDING OR PRINTING

EX-99.4 Exhibit 99.4 Privileged & Confidential Team Member Q&A NOT FOR EXTERNAL DISTRIBUTION, FORWARDING OR PRINTING ? Who is WMIH and KKR, and why are we merging with them? ? Nationstar has entered into a definitive merger agreement with WMIH, a publicly traded company on NASDAQ. They have been looking for an opportunity join forces with a company like ours and are excited to work with our talent

February 13, 2018 425

NSM / Nationstar Mortgage Holdings Inc. FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: February 13, 2018 Nationstar Mortgage Holdings Inc.

November 8, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35449 Nationstar Mortg

November 2, 2017 EX-99.1

Nationstar Reports Third Quarter 2017 Financial Results

Exhibit 99.1 Nationstar Reports Third Quarter 2017 Financial Results Quarterly GAAP net income of $7 million, $0.07 per diluted share and $43 million adjusted pretax income, $0.44 per diluted share Adjusted servicing profitability of 5.0 basis points (bps) Largest servicing portfolio in company history with $533 billion and 3.3 million customers Servicing GAAP pretax income of $15 million, adjuste

November 2, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: November 2, 2017 Nationstar Mortgage Holdings Inc.

August 7, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35449 Nationstar Mortgage H

August 3, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: August 3, 2017 Nationstar Mortgage Holdings Inc.

August 3, 2017 EX-99.1

Nationstar Reports Second Quarter 2017 Financial Results

Exhibit 99.1 Nationstar Reports Second Quarter 2017 Financial Results Quarterly GAAP net loss of ($20) million, ($0.20) per diluted share and adjusted EPS of $0.43 Adjusted servicing profitability of 4.5 basis points (bps) Boarded $70 billion of servicing in first half of 2017 Servicing GAAP pretax loss of ($42) million, adjusted pretax income of $55 million Originations GAAP pretax income of $53

June 15, 2017 CORRESP

Nationstar Mortgage Holdings ESP

CORRESP 1 filename1.htm Amar Patel Chief Financial Officer June 15, 2017 VIA EDGAR CORRESPONDENCE Mr. John P. Nolan Senior Assistant Chief Accountant Office of Financial Services Division of Corporation Finance U.S. Securities and Exchange Commission 100F Street, N.E. Washington, D.C. 20549 Re: Nationstar Mortgage Holdings Inc. Form 10-K for the Fiscal Year Ended December 31, 2016 Filed March 9, 2

May 12, 2017 8-K

Submission of Matters to a Vote of Security Holders

Document 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 12, 2017 (May 11, 2107) NATIONSTAR MORTGAGE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-35449 45-2156869 (State of Incorporation) (C

May 5, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 nsmhinc0331201710-q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file nu

May 5, 2017 EX-10.1

Offer Letter and Acceptance, dated as of March 20, 2017, by and between Nationstar Mortgage LLC and Amar Patel

Exhibit 10.1 March 20, 2017 Amar Patel 9222 Moss Haven Drive Dallas, TX 75231 Dear Amar: Welcome to Nationstar Mortgage, LLC! We look forward to you joining our team. This letter will confirm our offer and your acceptance to join our team as Interim CFO, reporting to Jay Bray, CEO. The details of our offer are outlined below: Annual Base Salary: You will be paid a bi-weekly salary of $14,423.07 wh

May 4, 2017 EX-99.1

Nationstar Reports First Quarter 2017 Financial Results

Exhibit 99.1 Nationstar Reports First Quarter 2017 Financial Results Quarterly GAAP net income of $2 million, $0.02 per diluted share and adjusted EPS of $0.30 Adjusted servicing profitability of 5.6 basis points (bps) Over $155 billion UPB expected to board through remaining 2017 Servicing GAAP pretax income of $26 million, adjusted pretax income of $65 million Originations GAAP pretax income of

May 4, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: May 4, 2017 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 Numb

April 11, 2017 DEF 14A

Nationstar Mortgage Holdings DEF 14A

DEF 14A 1 d264105ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the a

March 30, 2017 EX-24

EX-24

NATIONSTAR MORTGAGE HOLDINGS INC. POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS The undersigned, being subject to the reporting obligations of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), with respect to ownership of securities of Nationstar Mortgage Holdings Inc. (the "Corporation"), hereby constitutes and appoints, individually, each of Anthony Villani, Eli

March 22, 2017 8-K

Nationstar Mortgage Holdings 8-K (Current Report/Significant Event)

Document 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): March 22, 2017 (March 17, 2017) NATIONSTAR MORTGAGE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-35449 45-2156869 (State of Incorporation

March 22, 2017 EX-99.1

# # #

Exhibit Exhibit 99.1 Nationstar Announces Interim Chief Financial Officer DALLAS, Texas (March 22, 2017) - Nationstar Mortgage Holdings Inc. (NYSE: NSM) (?Nationstar?), a leading residential mortgage services provider, today announced that Amar R. Patel, former Nationstar Executive Vice President of Portfolio Investments, has been appointed as Executive Vice President and interim Chief Financial O

March 9, 2017 EX-21.1

Subsidiaries of Registrant Subsidiaries Jurisdiction of Organization Nationstar Sub1 LLC Delaware Nationstar Mortgage LLC Delaware

Exhibit 21.1 Subsidiaries of Registrant Subsidiaries Jurisdiction of Organization Nationstar Sub1 LLC Delaware Nationstar Mortgage LLC Delaware

March 9, 2017 EX-10.17

Amendment Number Ten, dated October 17, 2016, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC

EXHIBIT 10.17 AMENDMENT NUMBER TEN to the MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT dated as of March 25, 2011 between BARCLAYS BANK PLC and NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER TEN (this “Amendment”) is made as of this 17th day of October, 2016, by and between Barclays Bank PLC (“Purchaser” and “Agent”) and Nationstar Mortgage LLC (“Seller”), to that certain Mortgage Loan P

March 9, 2017 EX-10.21

Amendment Number Two, dated as of October 17, 2016 to the Second Amended and Restated Master Repurchase Agreement, dated January 29, 2016, among Barclays Bank PLC, as purchaser and agent, Sutton Funding LLC, as a purchaser, and Nationstar Mortgage LLC, as seller

EXHIBIT 10.21 AMENDMENT NUMBER TWO to the SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT dated as of January 29, 2016 among BARCLAYS BANK PLC, SUTTON FUNDING LLC and NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER TWO (this “Amendment”) is made as of this 17th day of October, 2016, by and among Barclays Bank PLC (a “Purchaser” and “Agent”), Sutton Funding LLC (a “Purchaser”) and Nationstar

March 9, 2017 EX-10.22

Amendment Number Three, dated as of October 31, 2016 to the Second Amended and Restated Master Repurchase Agreement, dated January 29, 2016, among Barclays Bank PLC, as purchaser and agent, Sutton Funding LLC, as a purchaser, and Nationstar Mortgage LLC, as seller

EXHIBIT 10.22 AMENDMENT NUMBER THREE to the SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT dated as of January 29, 2016 among BARCLAYS BANK PLC, SUTTON FUNDING LLC and NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER THREE (this “Amendment”) is made as of this 31st day of October, 2016, by and among Barclays Bank PLC (a “Purchaser” and “Agent”), Sutton Funding LLC (a “Purchaser”) and Nations

March 9, 2017 EX-12.1

Nationstar Mortgage Holdings Inc. Computation of Ratio of Earnings to Fixed Charges (Dollar amounts in millions) 2012 2013 2014 2015 2016 Calculation of income from continuing operations before income taxes and fixed charges Net income from continuin

Exhibit 12.1 RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth information regarding our ratio of earnings to fixed charges for each of the periods shown. For purposes of calculating this ratio, (i) earnings consist of income (loss) from continuing operations before provision (benefit) for income taxes and fixed charges and (ii) fixed charges consist of interest expense, which incl

March 9, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

10-K 1 nsmhinc201610-k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001

March 9, 2017 EX-10.18

Amendment Number Eleven, dated October 31, 2016, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC

EXHIBIT 10.18 AMENDMENT NUMBER ELEVEN to the MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT dated as of March 25, 2011 between BARCLAYS BANK PLC and NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER ELEVEN (this “Amendment”) is made as of this 31st day of October, 2016, by and between Barclays Bank PLC (“Purchaser” and “Agent”) and Nationstar Mortgage LLC (“Seller”), to that certain Mortgage

February 22, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: February 22, 2017 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 Identificatio

February 22, 2017 EX-99.1

Nationstar Reports Fourth Quarter and Full Year 2016 Financial Results

Exhibit 99.1 Nationstar Reports Fourth Quarter and Full Year 2016 Financial Results Quarterly net income of $198 million, $2.01 per diluted share and adjusted EPS of $0.36 Adjusted servicing profitability of $58 million, 5.0 basis points (bps), increased 49% compared to the third quarter Boarded $161 billion of servicing assets in 2016, ending UPB increased 19% year-over-year Over $144 billion of

February 14, 2017 SC 13G/A

NSM / Nationstar Mortgage Holdings Inc. / Point72 Asset Management, L.P. - AMENDMENT NO. 2 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* NATIONSTAR MORTGAGE HOLDINGS INC. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 63861C109 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi

February 14, 2017 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessi

January 10, 2017 EX-99.1

Nationstar Mortgage Appoints New Chief Risk Officer Former Capital One Bank Executive Mihir Patel to Lead NSM’s Enterprise-wide Risk Management

Exhibit FOR IMMEDIATE RELEASE Nationstar Mortgage Appoints New Chief Risk Officer Former Capital One Bank Executive Mihir Patel to Lead NSM?s Enterprise-wide Risk Management Dallas, TX (January 10, 2017) - Nationstar Mortgage Holdings Inc.

January 10, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 a8-krameshretiringascro2.htm OFFICER RESIGNATION 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): January 10, 2017 (January 9, 2017) NATIONSTAR MORTGAGE HOLDINGS INC. (Exact name of registrant as specified in its charter) Dela

November 3, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35449 Natio

November 2, 2016 EX-99.1

Nationstar Reports Third Quarter 2016 Financial Results

Exhibit 99.1 Nationstar Reports Third Quarter 2016 Financial Results GAAP EPS of $0.46, adjusted EPS of $0.52 Servicing GAAP pretax income of $31 million, adjusted pretax income of $39 million Boarded $100 billion during the quarter, highest ending UPB in company history of $453 billion Originations GAAP pretax income of $83 million, adjusted pretax income of $85 million; record adjusted pretax in

November 2, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: November 2, 2016 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

September 9, 2016 S-8

Nationstar Mortgage Holdings FORM S-8

Document As filed with the Securities and Exchange Commission on September 9, 2016 Registration No.

August 9, 2016 EX-10.2

Amendment Number One, dated as of June 24, 2016 to the Second Amended and Restated Master Repurchase Agreement, dated January 29, 2016, among Barclays Bank PLC, as purchaser and agent, Sutton Funding LLC, as a purchaser, and Nationstar Mortgage LLC, as seller

Exhibit 10.2 AMENDMENT NUMBER ONE to the SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT dated as of January 29, 2016 among BARCLAYS BANK PLC, SUTTON FUNDING LLC and NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER ONE (this ?Amendment?) is made as of this 24th day of June, 2016, by and among Barclays Bank PLC (a ?Purchaser? and ?Agent?), Sutton Funding LLC (a ?Purchaser?) and Nationstar Mort

August 9, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 nsmhinc0630201610-q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

August 8, 2016 EX-99.1

Schedule A 2016 Non-GAAP Adjustments

EX-99.1 2 exhibit991.htm SCHEDULE A Schedule A 2016 Non-GAAP Adjustments Q1'16 Q2'16 Servicing segment Servicing segment ($ in millions) Q1'16 As Reported Q1'16 Adjustment Q1'16 As Adjusted Consolidated As Adjusted Q2'16 As Reported Q2'16 Adjustment Q2'16 As Adjusted Consolidated As Adjusted $ BPS $ $ BPS $ $ BPS $ $ BPS $ Operational $ 317 32.3 — $ 317 32.3 $ 333 35.4 $ — $ 333 35.4 Amortization

August 8, 2016 8-K/A

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2016 NATIONSTAR MORTGAGE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-35449 45-2156869 (State of Incorporation) (Commission F

August 3, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: August 3, 2016 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 N

August 3, 2016 EX-99.1

Nationstar Reports Second Quarter 2016 Financial Results

Exhibit 99.1 Nationstar Reports Second Quarter 2016 Financial Results Q2?16 GAAP EPS of $(0.92), adjusted EPS $0.52 Servicing GAAP pretax income of $(158) million, adjusted pretax income of $64 million or 6.8 basis points (bps) Originations pretax income of $54 million Xome? pretax income of $22 million; adjusted pretax income of $28 million On track to board $130 billion of servicing between now

July 8, 2016 CORRESP

Nationstar Mortgage Holdings ESP

Robert D. Stiles Chief Financial Officer July 8, 2016 VIA EDGAR CORRESPONDENCE Gus Rodriguez Division of Corporation Finance U.S. Securities and Exchange Commission 100F Street, N.E. Washington, D.C. 20549 Re: Nationstar Mortgage Holdings Inc. Form 10-K for the Fiscal Year Ended December 31, 2015 Filed March 1, 2016 Form 8-K Filed May 4, 2016 File No. 001-35449 Dear Mr. Rodriguez, On behalf of Nat

July 1, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document 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 July 1, 2016 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 Identifica

June 9, 2016 EX-99.1

CITIGROUP INVESTOR CONFERENCE June 2016

CITIGROUP INVESTOR CONFERENCE June 2016 This presentation contains summarized information concerning Nationstar Mortgage Holdings Inc.

June 9, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 9, 2016 NATIONSTAR MORTGAGE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-35449 45-2156869 (State of Incorporation) (Commission File Number) (

May 12, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 12, 2016 NATIONSTAR MORTGAGE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-35449 45-2156869 (State of Incorporation) (Commission File Number) (

May 12, 2016 EX-1.10.1

Nationstar Mortgage Holdings Inc. Second Amended and Restated 2012 Incentive Compensation Plan

SEC Exhibit Exhibit 10.1 NATIONSTAR MORTGAGE HOLDINGS INC. SECOND AMENDED AND RESTATED 2012 INCENTIVE COMPENSATION PLAN The Nationstar Mortgage Holdings Inc. 2012 Incentive Compensation Plan (the ?Plan?) was established by Nationstar Mortgage Holdings Inc., a Delaware corporation (the ?Company?), effective as of February 24, 2012. The Company amended and restated the Plan effective as of February

May 5, 2016 EX-10.1

Second Amended and Restated Master Repurchase Agreement, dated January 29, 2016, between Barclays Bank PLC, as purchaser and agent, Sutton Funding LLC, as purchaser, and Nationstar Mortgage LLC, as seller

Exhibit 10.1 SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Among BARCLAYS BANK PLC, as Purchaser and Agent, SUTTON FUNDING LLC, as Purchaser, and NATIONSTAR MORTGAGE LLC, as Seller Dated as of January 29, 2016 Exhibit 10.1 TABLE OF CONTENTS 1. APPLICABILITY 1 2. DEFINITIONS AND INTERPRETATION 1 3. THE TRANSACTIONS 23 4. CONFIRMATION 27 5. TAKEOUT COMMITMENTS 28 6. PAYMENT AND TRANSFER 28

May 5, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35449 Nationsta

May 4, 2016 EX-99.1

Nationstar Reports First Quarter 2016 Financial Results

EX-99.1 2 a51334888ex991.htm EXHIBIT 99.1 Exhibit 99.1 Nationstar Reports First Quarter 2016 Financial Results Q1’16 Adjusted EPS of 27 cents, GAAP loss of $1.28 per share Servicing profitability of 5.0 basis points (bps) Originations pretax income of $40 million Xome pretax income of $11 million DALLAS-(BUSINESS WIRE)-May 4, 2016-Nationstar Mortgage Holdings Inc. (NYSE:NSM) reported adjusted earn

May 4, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: May 4, 2016 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 Numb

April 14, 2016 DEF 14A

Nationstar Mortgage Holdings DEF 14A

DEF 14A 1 d130268ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the a

March 15, 2016 SC TO-I/A

Nationstar Mortgage Holdings SCHEDULE TO (AMEND. NO. 3)

Schedule TO (Amend. No. 3) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Amendment No. 3 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 NATIONSTAR MORTGAGE HOLDINGS INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.01 per share (Title of Class of Securities) 63861C10

March 15, 2016 EX-99.(A)(5)(C)

NATIONSTAR ANNOUNCES FINAL RESULTS OF MODIFIED “DUTCH AUCTION” SELF-TENDER COMPANY PURCHASES 7,450 SHARES AT $9.40 PER SHARE

EX-99.(A)(5)(C) Exhibit (a)(5)(C) FOR IMMEDIATE RELEASE NATIONSTAR ANNOUNCES FINAL RESULTS OF MODIFIED ?DUTCH AUCTION? SELF-TENDER COMPANY PURCHASES 7,450 SHARES AT $9.40 PER SHARE Dallas, TX (March 15, 2016) - Nationstar Mortgage Holdings Inc. (?Nationstar? or the ?Company?) (NYSE: NSM) today announced the final results of its modified ?Dutch auction? self-tender offer, which expired at 5:00 p.m.

March 14, 2016 SC TO-I/A

Nationstar Mortgage Holdings SCHEDULE TO (AMEND. NO. 2)

Schedule TO (Amend. No. 2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Amendment No. 2 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 NATIONSTAR MORTGAGE HOLDINGS INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.01 per share (Title of Class of Securities) 63861C10

March 14, 2016 EX-99.(A)(5)(B)

NATIONSTAR ANNOUNCES EXPIRATION AND PRELIMINARY RESULTS OF MODIFIED “DUTCH AUCTION” SELF-TENDER

EX-99.(A)(5)(B) Exhibit (a)(5)(B) FOR IMMEDIATE RELEASE NATIONSTAR ANNOUNCES EXPIRATION AND PRELIMINARY RESULTS OF MODIFIED ?DUTCH AUCTION? SELF-TENDER Dallas, TX (March 14, 2016) - Nationstar Mortgage Holdings Inc. (?Nationstar? or the ?Company?) (NYSE: NSM) today announced the expiration and preliminary results of its modified ?Dutch auction? self-tender offer to repurchase up to $100,000,000 in

March 1, 2016 SC TO-I/A

Nationstar Mortgage Holdings SCHEDULE TO (AMEND. NO. 1)

Schedule TO (Amend. No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Amendment No. 1 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 NATIONSTAR MORTGAGE HOLDINGS INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.01 per share (Title of Class of Securities) 63861C10

March 1, 2016 EX-12.1

2011 2012 2013 2014 2,015 Calculation of income/(loss) from continuing operations before income taxes and fixed charges Net income from continuing operations $ 20,887 $ 205,287 $ 217,054 $ 221,024 $ 43,163 Income tax expense ? 71,296 129,200 64,860 1

Exhibit 12.1 RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth information regarding our ration of earnings to fixed charges for each of the periods shown. For purposes of calculating this ratio, (i) earnings consist of income (loss) from continuing operations before provision (benefit) for income taxes and fixed charges and (ii) fixed charges consist of interest expense, which inc

March 1, 2016 EX-10.4

Assignment, Assumption and Recognition Agreement, dated October 9, 2015, between Nationstar Agency Advance Funding Trust (assignor), Nationstar Agency Advance Receivables Trust (assignee), Nationstar Agency Advance Funding LLC (assignor depositor), Nationstar Agency Advance Funding II LLC (assignee depositor), Nationstar Mortgage LLC (seller), Barclays Bank PLC and Credit Suisse AG, New York Branch (assignor administrative agents) and JPMorgan Chase Bank, N.A. (assignee administrative agent)

Exhibit 10.4 ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated October 9, 2015 (the “Agreement”), by and among Nationstar Agency Advance Funding Trust, a Delaware statutory trust (the “Assignor” or “Assignor Issuer”), Nationstar Agency Advance Receivables Trust, a Delaware statutory trust (the “Assignee” or “Assignee Issuer”), Nationstar

March 1, 2016 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35449 Nationstar Mor

March 1, 2016 EX-21.1

Subsidiaries of Registrant Subsidiaries Jurisdiction of Organization Nationstar Sub1 LLC Delaware Nationstar Mortgage LLC Delaware

Exhibit 21.1 Subsidiaries of Registrant Subsidiaries Jurisdiction of Organization Nationstar Sub1 LLC Delaware Nationstar Mortgage LLC Delaware

March 1, 2016 EX-10.45

Offer Letter, dated as of June 24, 2015, by and between Nationstar Mortgage LLC and Anthony L. Ebers

1 Exhibit 10.45 June 24, 2015 Tony Ebers Via E-Mail Dear Tony: Welcome to Nationstar Mortgage, LLC! We look forward to you joining our team. This letter will confirm our offer and your acceptance to join our team as Executive Vice President Originations. You will report directly to me. The details of our offer are outlined below. Position Title: Executive Vice President Originations Annual Base Sa

March 1, 2016 EX-4.17

Amended and Restated Series 2013-VF1 Indenture Supplement to Fourth Amended and Restated Indenture, dated January 31, 2013, among Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, Nationstar Mortgage LLC, as administrator and as servicer, and Barclays Bank PLC, as administrative agent

Exhibit 4.17 NATIONSTAR AGENCY ADVANCE FUNDING TRUST, as Issuer and THE BANK OF NEW YORK MELLON, as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and NATIONSTAR MORTGAGE LLC, as Administrator and as Servicer and BARCLAYS BANK PLC, as Administrative Agent SERIES 2013-VF1 AMENDED AND RESTATED INDENTURE SUPPLEMENT Dated as of December 15, 2015 to FOURTH AMENDED AND RE

March 1, 2016 EX-10.54

Form of Amended and Restated Restricted Stock Unit Agreement for Non-Employee Directors under the Amended and Restated 2012 Incentive Compensation Plan

Exhibit 10.54 FORM OF NATIONSTAR MORTGAGE HOLDINGS INC. AMENDED & RESTATED RESTRICTED STOCK UNIT AGREEMENT Grantee: Grant Date: Number of Restricted Stock Units: General Vesting Schedule: Ratably over 3 years from the Grant Date 1.Grant of Restricted Stock Units. Pursuant to, and subject to, the terms and conditions set forth herein and in the 2012 Incentive Compensation Plan (the “Plan”), Nations

March 1, 2016 EX-10.28

Amendment Number Nine, dated October 19, 2015, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC

Exhibit 10.28 AMENDMENT NUMBER NINE to the MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT dated as of March 25, 2011 between BARCLAYS BANK PLC and NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER NINE (this “Amendment”) is made as of this 19th day of October, 2015, by and between Barclays Bank PLC (“Purchaser” and “Agent”) and Nationstar Mortgage LLC (“Seller”), to that certain Mortgage Loan

March 1, 2016 EX-10.18

AMENDMENT NUMBER ELEVEN to the AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT dated as of May 17, 2013 BARCLAYS BANK PLC, SUTTON FUNDING LLC NATIONSTAR MORTGAGE LLC

Exhibit 10.18 AMENDMENT NUMBER ELEVEN to the AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT dated as of May 17, 2013 among BARCLAYS BANK PLC, SUTTON FUNDING LLC and NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER ELEVEN (this ?Amendment?) is made as of this 19th day of October 2015, by and among Barclays Bank PLC (a ?Purchaser? and ?Agent?), Sutton Funding LLC (a ?Purchaser?) and Nationstar Mortga

March 1, 2016 EX-10.46

Offer Letter, dated as of July 6, 2015, by and between Nationstar Mortgage LLC and Michael R. Rawls

1 Exhibit 10.46 July 6, 2015 Mike Rawls Dear Mike: Congratulations on your promotion to the Executive Vice President of Servicing effective June1, 2015. I wanted to take this opportunity to formally lay out the compensation details of your new position Annual Base Salary: Your base salary will be increased from $350,000 to $375,000. Bonus Opportunity: You will be eligible to participate in the Exe

February 25, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a51287490.htm NATIONSTAR MORTGAGE HOLDINGS INC. 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: February 25, 2016 NATIONSTAR MORTGAGE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-35449 45-2156869 (State of Incorporatio

February 25, 2016 EX-99.1

Nationstar Reports Fourth Quarter and Full Year 2015 Financial Results

Exhibit 99.1 Nationstar Reports Fourth Quarter and Full Year 2015 Financial Results Q4?15 GAAP EPS of 73 cents, adjusted EPS of 32 cents Servicing profitability of 5.1 basis points (bps), up 42% quarter-over-quarter $91 billion of servicing assets boarded in 2015, up 56% year-over-year On track with boarding $55 billion subservicing contract Originations adjusted pretax income of $43 million, 8th

February 16, 2016 SC 13G/A

NSM / Nationstar Mortgage Holdings Inc. / Point72 Asset Management, L.P. - SCHEDULE 13G/A, #1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NATIONSTAR MORTGAGE HOLDINGS INC. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 63861C109 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi

February 11, 2016 EX-99.(A)(5)(A)

NATIONSTAR ANNOUNCES COMMENCEMENT OF TENDER OFFER TO REPURCHASE UP TO $100 MILLION OF ITS COMMON STOCK

EX-99.(a)(5)(A) Exhibit (a)(5)(A) FOR IMMEDIATE RELEASE NATIONSTAR ANNOUNCES COMMENCEMENT OF TENDER OFFER TO REPURCHASE UP TO $100 MILLION OF ITS COMMON STOCK Dallas, TX (February 11, 2016) - Nationstar Mortgage Holdings Inc. (NYSE: NSM) (?Nationstar? or the ?Company?) announced today the commencement of a modified ?Dutch auction? self-tender offer to repurchase up to $100,000,000 in cash of its c

February 11, 2016 EX-99.(A)(1)(C)

NOTICE OF GUARANTEED DELIVERY (Not to be used for Signature Guarantee) Tender of Shares of Common Stock Nationstar Mortgage Holdings Inc. Pursuant to the Offer to Purchase, Dated February 11, 2016

EX-99.(a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY (Not to be used for Signature Guarantee) for Tender of Shares of Common Stock of Nationstar Mortgage Holdings Inc. Pursuant to the Offer to Purchase, Dated February 11, 2016 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 11, 2016, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH

February 11, 2016 EX-99.(A)(1)(B)

Letter of Transmittal To Tender Shares of Common Stock NATIONSTAR MORTGAGE HOLDINGS INC. for an Aggregate Cash Purchase Price of up to $100,000,000 at a Purchase Price Not Greater than $9.40 Per Share Nor Less Than $8.20 Per Share NATIONSTAR MORTGAGE

EX-99.(a)(1)(B) Exhibit (a)(1)(B) Letter of Transmittal To Tender Shares of Common Stock of NATIONSTAR MORTGAGE HOLDINGS INC. for an Aggregate Cash Purchase Price of up to $100,000,000 at a Purchase Price Not Greater than $9.40 Per Share Nor Less Than $8.20 Per Share NATIONSTAR MORTGAGE HOLDINGS INC. The undersigned represents that I/we have full authority to tender without restriction any certifi

February 11, 2016 EX-99.(A)(1)(A)

Nationstar Mortgage Holdings Inc. Offer to Purchase Shares of its Common Stock for an Aggregate Cash Purchase Price of up to $100,000,000 at a Purchase Price Not Greater Than $9.40 per Share Nor Less Than $8.20 per Share THE OFFER, PRORATION PERIOD A

EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Nationstar Mortgage Holdings Inc. Offer to Purchase Shares of its Common Stock for an Aggregate Cash Purchase Price of up to $100,000,000 at a Purchase Price Not Greater Than $9.40 per Share Nor Less Than $8.20 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5: 00 P.M., NEW YORK CITY TIME, ON MARCH 11, 2016, UNLESS THE

February 11, 2016 EX-99.(A)(1)(D)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated February 11, 2016, and the related Letter of Transmittal,

EX-99.(a)(1)(D) Exhibit (a)(1)(D) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated February 11, 2016, and the related Letter of Transmittal, as they may be amended or supplemented from time to time and the information contained therein is incorporated herei

February 11, 2016 SC TO-I

Nationstar Mortgage Holdings SCHEDULE TO

SC TO-I 1 d131063dsctoi.htm SCHEDULE TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 NATIONSTAR MORTGAGE HOLDINGS INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.01 per share (Title of Class of Securities) 63861C109 (

December 30, 2015 EX-12.1

RATIO OF EARNINGS TO FIXED CHARGES

EX-12.1 Exhibit 12.1 RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth information regarding our ratio of earnings to fixed charges for each of the periods shown. For purposes of calculating this ratio, (i) earnings consist of income (loss) from continuing operations before provision (benefit) for income taxes and fixed charges and (ii) fixed charges consist of interest expense, wh

December 30, 2015 S-3/A

Nationstar Mortgage Holdings AMENDMENT NO. 1 TO FORM S-3

Amendment No. 1 to Form S-3 Table of Contents As filed with the Securities and Exchange Commission on December 30, 2015 Registration No. 333-202397 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nationstar Mortgage Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 6162 45-2156

December 30, 2015 CORRESP

Nationstar Mortgage Holdings ESP

CORRESP Robert D. Stiles Chief Financial Officer December 30, 2015 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: NATIONSTAR MORTGAGE HOLDINGS INC. (the ? Company ?) Registration Statement on Form S-3 File No. 333-202397 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as a

December 17, 2015 EX-99.1

Nationstar Update December 17, 2015 Helping You Achieve More

Exhibit 99.1 Nationstar Update December 17, 2015 Helping You Achieve More Disclaimers Forward Looking Statements Any statements in this presentation that are not historical or current facts are forward looking statements. These forward looking statements include, but are not limited to, statements regarding: our 2016 corporate initiatives and goals, servicing profitability and targets, origination

December 17, 2015 EX-99.2

Nationstar Announces $150 Million Share Repurchase Program

Exhibit 99.2 Nationstar Announces $150 Million Share Repurchase Program DALLAS-(BUSINESS WIRE)-December 17, 2015-Nationstar Mortgage Holdings Inc. (NYSE: NSM) (?Nationstar?) announced today that its Board of Directors has approved the repurchase of up to $150 million of the company's common stock through December 16, 2016. "We are pleased that Nationstar's strong balance sheet and cash flow enable

December 17, 2015 8-K

Nationstar Mortgage Holdings NATIONSTAR MORTGAGE HOLDINGS INC. 8-K (Current Report/Significant Event)

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): December 17, 2015 NATIONSTAR MORTGAGE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-35449 45-2156869 (State of Incorporation) (Commission File Numb

November 30, 2015 EX-1.10.1

SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS

8-K Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS This Separation Agreement and Release of All Claims (?Agreement?) is made and entered into by and between NATIONSTAR MORTGAGE HOLDINGS INC. (including Nationstar Mortgage LLC, Xome Holdings LLC and their respective subsidiaries and affiliates, collectively ?NSM? or ?Company?) and Kalyanaraman Srinivasan (?Employee?) (each, a ?Party? a

November 30, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 30, 2015 (November 23, 2015) NATIONSTAR MORTGAGE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-35449 45-2156869 (State of Incorporation) (

November 6, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35449 Natio

November 3, 2015 EX-99.1

Nationstar Reports Third Quarter 2015 Financial Results

Exhibit 99.1 Nationstar Reports Third Quarter 2015 Financial Results Servicing achieved 3.6 basis points (bps) of profitability, up 57% QoQ Originations delivered adjusted pretax income of $50 million and funded nearly $5 billion in mortgages XomeSM third party revenues increased to 34%, up from 30% in Q2; continued focus on diversifying revenue streams and client base Awarded $50+ billion subserv

November 3, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 3, 2015 NATIONSTAR MORTGAGE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-35449 45-2156869 (State of Incorporation) (Commission File Numbe

September 14, 2015 CORRESP

Nationstar Mortgage Holdings ESP

CORRESP Robert D. Stiles Chief Financial Officer September 14, 2015 VIA EDGAR CORRESPONDENCE Michael Clampitt Senior Staff Attorney Division of Corporation Finance U.S. Securities and Exchange Commission 100F Street, N.E. Washington, D.C. 20549 Re: Nationstar Mortgage Holdings Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Response dated July 17, 2015 File No. 001-35449 Dear Mr. Clampi

August 6, 2015 EX-24

EX-24

NATIONSTAR MORTGAGE HOLDINGS INC. POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS The undersigned, being subject to the reporting obligations of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), with respect to ownership of securities of Nationstar Mortgage Holdings Inc. (the "Corporation"), hereby constitutes and appoints, individually, each of Anthony Villani, Eli

August 4, 2015 EX-24

EX-24

NATIONSTAR MORTGAGE HOLDINGS INC. POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS The undersigned, being subject to the reporting obligations of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), with respect to ownership of securities of Nationstar Mortgage Holdings Inc. (the "Corporation"), hereby constitutes and appoints, individually, each of Anthony Villani, Eli

August 3, 2015 EX-4.3

NATIONSTAR AGENCY ADVANCE FUNDING TRUST, as Issuer, THE BANK OF NEW YORK MELLON, as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary, NATIONSTAR MORTGAGE LLC, as Administrator and as Servicer, BARCLAYS BANK PLC, as Admin

EXECUTION COPY NATIONSTAR AGENCY ADVANCE FUNDING TRUST, as Issuer, THE BANK OF NEW YORK MELLON, as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary, NATIONSTAR MORTGAGE LLC, as Administrator and as Servicer, BARCLAYS BANK PLC, as Administrative Agent, and CREDIT SUISSE AG, NEW YORK BRANCH, as Administrative Agent and consented to by: BARCLAYS BANK PLC and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Noteholders of the Class A-VF1 Variable Funding Notes, the Class B-VF1 Variable Funding Notes, the Class C-VF1 Variable Funding Notes and the Class D-VF1 Variable Funding Notes AMENDMENT NO.

August 3, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35449 Nationstar

August 3, 2015 EX-4.4

NATIONSTAR AGENCY ADVANCE FUNDING TRUST, as Issuer, THE BANK OF NEW YORK MELLON, as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary, NATIONSTAR MORTGAGE LLC, as Administrator and as Servicer, BARCLAYS BANK PLC, as Admin

EXECUTION COPY NATIONSTAR AGENCY ADVANCE FUNDING TRUST, as Issuer, THE BANK OF NEW YORK MELLON, as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary, NATIONSTAR MORTGAGE LLC, as Administrator and as Servicer, BARCLAYS BANK PLC, as Administrative Agent, and CREDIT SUISSE AG, NEW YORK BRANCH, as Administrative Agent and consented to by: BARCLAYS BANK PLC and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Noteholders of the Class A-VF1 Variable Funding Notes, the Class B-VF1 Variable Funding Notes, the Class C-VF1 Variable Funding Notes and the Class D-VF1 Variable Funding Notes AMENDMENT NO.

August 3, 2015 EX-4.1

Amendment No. 2 to the Fourth Amended and Restated Indenture, dated May 5, 2015, among Nationstar Agency Advance Funding Trust, the issuer, The Bank of New York Mellon, as indenture trustee, Nationstar Mortgage LLC, as administrator and Barclays Bank PLC, as administrative agent and Credit Suisse AG, New York Branch, as administrative agent

EXECUTION COPY AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED INDENTURE Amendment No. 2 to the Fourth Amended and Restated Indenture (this “Amendment”), dated as of May 5, 2015, among NATIONSTAR AGENCY ADVANCE FUNDING TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), THE BANK OF NEW YORK MELLON (“BNY Mellon”), a New York banking corporation, as Indenture Tr

August 3, 2015 EX-4.2

Amendment No. 3 to the Fourth Amended and Restated Indenture, dated June 26, 2015, among Nationstar Agency Advance Funding Trust, the issuer, The Bank of New York Mellon, as indenture trustee, Nationstar Mortgage LLC, as administrator and Barclays Bank PLC, as administrative agent and Credit Suisse AG, New York Branch, as administrative agent

EXECUTION COPY AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED INDENTURE Amendment No. 3 to the Fourth Amended and Restated Indenture (this “Amendment”), dated as of June 26, 2015, among NATIONSTAR AGENCY ADVANCE FUNDING TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), THE BANK OF NEW YORK MELLON (“BNY Mellon”), a New York banking corporation, as Indenture

July 30, 2015 EX-99.1

Nationstar Reports Second Quarter 2015 Financial Results

Exhibit 99.1 Nationstar Reports Second Quarter 2015 Financial Results GAAP EPS of $0.69; Adjusted EPS of $0.32, up 28% QoQ Servicing: Achieved 2.3 bps of profitability, up 1.6 bps QoQ; acquired $29B of servicing; $28B of outstanding commitments Xome: Continued revenue growth; launched Xome.com website and mobile application Originations: Delivered strong quarter of $59 million adjusted pretax inco

July 30, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 30, 2015 NATIONSTAR MORTGAGE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-35449 45-2156869 (State of Incorporation) (Commission File Number)

July 17, 2015 CORRESP

Nationstar Mortgage Holdings ESP

CORRESP 1 filename1.htm Robert D. Stiles Chief Financial Officer July 17, 2015 VIA EDGAR CORRESPONDENCE Michael Clampitt Senior Staff Attorney Division of Corporation Finance U.S. Securities and Exchange Commission 100F Street, N.E. Washington, D.C. 20549 Re: Nationstar Mortgage Holdings Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Response dated June 10, 2015 File No. 001-35449 Dear

July 1, 2015 SC 13G

NSM / Nationstar Mortgage Holdings Inc. / Point72 Asset Management, L.P. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NATIONSTAR MORTGAGE HOLDINGS INC. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 63861C109 (CUSIP Number) June 30, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

July 1, 2015 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessi

June 10, 2015 CORRESP

Nationstar Mortgage Holdings ESP

Response Letter-061015 Robert D. Stiles Chief Financial Officer June 10, 2015 Via EDGAR Michael Clampitt Senior Staff Attorney Division of Corporation Finance U.S. Securities and Exchange Commission 100F Street, N.E. Washington, D.C. 20549 Re: Nationstar Mortgage Holdings Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Response dated April 28, 2015 File No. 001-35449 Dear Mr. Clampitt:

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