Nationstar Mortgage Holdings Inc. (NYSE:NSM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Materially Definitive Agreement

In connection with the previously announced consent solicitations (the “Consent Solicitations”), on June21, 2018 (the “Effective Time”), Nationstar Mortgage LLC and Nationstar Capital Corporation (collectively, the “Issuers”), each an wholly-owned subsidiary of Nationstar Mortgage Holdings Inc. (the “Company”), entered into (i) the Supplemental Indenture (the “2021 Notes Supplemental Indenture”) to the Indenture, dated as of February 7, 2013 (as amended and supplemented from time to time, the “2021 Notes Indenture”), among the Issuers, the guarantors party thereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), governing the Issuers’ 6.500% Senior Notes due 2021 (the “2021 Notes”) and (ii) the Supplemental Indenture (the “2022 Notes Supplemental Indenture” and, together with the 2021 Notes Supplemental Indenture, the “Supplemental Indentures”) to the Indenture, dated as of May 31, 2013 (as amended and supplemented from time to time, the “2022 Notes Indenture” and, together with the 2021 Notes Indenture, the “Indentures” and each, an “Indenture”), among the Issuers, the Guarantors and the Trustee, governing the Issuers’ 6.500% Senior Notes due 2022 (the “2022 Notes” and, together with the 2021 Notes, the “Notes”).

On February 12, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with WMIH Corp. (“WMIH”) and Wand Merger Corporation, a direct wholly-owned subsidiary of WMIH (“Merger Sub”), to which the Company will merge (the “Merger”) with and into Merger Sub with the Company surviving the Merger as a wholly-owned subsidiary of WMIH. Each Supplemental Indenture was entered into to modify the definition of “Sponsor” to include any of (i) Fortress Investment Group LLC and its Affiliates (as defined in each of the Indentures) (other than any portfolio company of any of the foregoing) and (ii) Kohlberg Kravis Roberts & Co. L.P. and its Affiliates, including WMIH and its Affiliates (other than any portfolio company of any of the foregoing), and modify the definition of “Change of Control” (as defined in each of the Indentures) to provide that the Merger will not constitute a Change of Control under either of the Indentures (collectively, the “Amendments”). to the terms of each Supplemental Indenture, the Amendments to the applicable Indenture has become effective as of the Effective Time and shall thereafter bind every holder of such series of Notes, but if the Merger is not consummated on or before November 12, 2018 (as such date may be extended to the Merger Agreement) or if the Merger Agreement is earlier terminated in accordance with its terms, each Supplemental Indenture provides that the definitions of “Change of Control” and “Sponsor” in the applicable Indenture shall revert to the form in effect prior to the applicable Effective Time.

The foregoing description of each Supplemental Indenture is a summary and is qualified in its entirety by reference to the respective Supplemental Indenture, copies of which are filed as Exhibit 4.1 and Exhibit 4.2 hereto and are incorporated by reference herein.

Item 8.01Other Events.

On June 21, 2018, the Company issued a press release announcing that the Issuers had received the requisite consents from holders of at least a majority in outstanding aggregate principal amount of each series of Notes in connection with the Consent Solicitations.

A copy of the press release announcing the receipt of the requisite consents in the Consent Solicitations is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits