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 20, 2012
Nationstar Mortgage Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
001-35449
(Commission File Number)
45-2156869
(I.R.S. Employer Identification No.)
350 Highland Drive
Lewisville, Texas 75067
(469) 549-2000
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
| Nationstar Mortgage LLC (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) |
Nationstar Capital Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) | |
| 333-171370 (Commission File Number) |
333-171370-14 (Commission File Number) | |
| 75-2921540 (I.R.S. Employer Identification No.) |
27-1996157 (I.R.S. Employer Identification No.) | |
| 350 Highland Drive Lewisville, Texas 75067 (469) 549-2000 (Address, including zip code, and telephone number, including area code, of principal executive offices) |
350 Highland Drive Lewisville, Texas 75067 (469) 549-2000 (Address, including zip code, and telephone number, including area code, of principal executive offices) |
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| Item 8.01. | Other Events |
On April 20, 2012, Nationstar Mortgage LLC (“Mortgage LLC”) and Nationstar Capital Corporation (together with Mortgage LLC, the “Issuers”) issued a press release announcing the pricing of $275 million aggregate principal amount of 9.625% Senior Notes due 2019 guaranteed on a senior basis by certain of Mortgage LLC’s wholly-owned subsidiaries. The press release announcing the pricing of the offering is attached hereto as exhibit 99.1, and is incorporated by reference herein.
The Senior Notes are being offered and sold only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States to non-U.S. persons in offshore transactions in accordance with Regulation S under the Securities Act. Therefore, the Senior Notes will be subject to restrictions on transferability and resale, and may not be transferred or resold absent an effective registration statement or an applicable exemption from such registration requirements of the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Senior Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 9.01. | Financial Statements and Exhibits |
The following exhibits are filed with this Current Report pursuant to Item 8.01.
| (d) | Exhibits |
| 99.1 | Press Release dated April 20, 2012. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nationstar Mortgage LLC | ||||||
| Date: April 20, 2012 | By: | /s/ Anthony W. Villani | ||||
| Anthony W. Villani, Esq. | ||||||
| Secretary | ||||||
| Nationstar Capital Corporation | ||||||
| By: | /s/ Anthony W. Villani | |||||
| Anthony W. Villani, Esq. | ||||||
| Secretary | ||||||
| Nationstar Mortgage Holdings Inc. | ||||||
| By: | /s/ Anthony W. Villani | |||||
| Anthony W. Villani, Esq. | ||||||
| Executive Vice President and General Counsel | ||||||
Exhibit 99.1
Nationstar Mortgage LLC and Nationstar Capital Corporation
Announce Pricing of $275 Million of Senior Notes due 2019
Lewisville, TX (April 20, 2012) – Nationstar Mortgage LLC and Nationstar Capital Corporation (together, the “Company”), a leading residential mortgage loan servicer, today announced the pricing of $275,000,000 aggregate principal amount of senior notes due 2019 (the “Notes”). The Notes will be issued in a private placement at an offering price of 100% and carry a coupon of 9.625% per annum, payable semi-annually in arrears, beginning November 1, 2012. The offering is expected to close on April 25, 2012, subject to customary closing conditions. The Notes will be unsecured and will be guaranteed on a senior basis by certain of the Company’s wholly-owned subsidiaries.
The Company will use the net proceeds from this offering for general corporate purposes, which may include future acquisitions and transfers of servicing portfolios and/or related businesses from third parties.
The Notes and related guarantees have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. Accordingly, the Notes are being offered and sold only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and outside the United States to non-U.S. persons in offshore transactions in accordance with Regulation S under the Securities Act. Therefore, the Notes will be subject to restrictions on transferability and resale, and may not be transferred or resold absent an effective registration statement or an applicable exemption from such registration requirements of the Securities Act.
This press release does not constitute an offer to sell or solicitation of an offer to purchase with respect to the Notes or other securities, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Nationstar Mortgage LLC
Based in Lewisville, Texas, the Company currently services over 645,000 residential mortgages totaling nearly $107 billion in unpaid principal balance. In addition, Nationstar operates an integrated loan origination platform, enabling the Company to both mitigate its servicing portfolio run-off and improve credit performance for loan investors. The Company currently employs approximately 2,600 people, entirely based in the United States.
Forward Looking Statements
Any statements in this release that are not historical or current facts are forward-looking statements. Forward-looking statements convey the Company’s current expectations or forecasts of future events. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Certain of these risks and uncertainties are described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, and other required reports, as filed with the SEC, which are available at the SEC’s website at http://www.sec.gov. Unless required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date of this press release.
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