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)
63861C109
(CUSIP Number
of Class of Securities)
Anthony W. Villani, Esq.
Executive Vice President and General Counsel
Nationstar Mortgage LLC
8950 Cypress Waters Blvd.
Coppell, Texas, 75019
(469) 549-2000
(Name,
address and telephone number of person authorized to
receive notices and communications on behalf of filing person)
Copy to:
David Lopez,
Esq.
Duane McLaughlin, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New
York, New York 10006
(212) 225-2000
CALCULATION OF FILING FEE
|
|
|
|
|
Transaction Valuation
(1)
|
|
Amount of Filing Fee
(2)
|
|
$100,000,000
|
|
$10,070
|
|
(1)
|
Calculated solely for purposes of determining the amount of the filing fee. This amount is based upon the offer to purchase for not more than $100,000,000 in aggregate of up to 12,195,121 shares of common stock of
Nationstar Mortgage Holdings Inc. at the minimum tender offer price of $8.20 per share in cash.
|
|
(2)
|
The amount of the filing fee, calculated in accordance with
Rule 0-11
under the Securities Exchange Act of 1934, as amended, equals $100.70 per million dollars of the value
of the transaction.
|
|
þ
|
Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
|
|
|
|
Amount Previously Paid:
|
|
$10,070
|
|
Form or Registration No.:
|
|
Schedule TO
|
|
Filing Party:
|
|
Nationstar Mortgage Holdings Inc.
|
|
Date Filed:
|
|
February 11, 2016
|
|
¨
|
Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.
|
Check the appropriate boxes below to designate any transactions to which the statement relates:
|
¨
|
third-party tender offer subject
to Rule 14d-1.
|
|
þ
|
issuer tender offer subject to
Rule 13e-4.
|
|
¨
|
going-private transaction subject to
Rule 13e-3.
|
|
¨
|
amendment to Schedule 13D under
Rule 13d-2.
|
Check the
following box if the filing is a final amendment reporting the results of the tender offer:
¨
This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer
Statement on Schedule TO (the “Schedule TO”) originally filed with the U.S. Securities and Exchange Commission by Nationstar Mortgage Holdings Inc., a Delaware corporation (“Nationstar” or the “Company”), on
February 11, 2016, in connection with the offer by Nationstar to purchase for not more than $100,000,000 in cash shares of its common stock, par value $0.01 per share (the “Shares”), pursuant to (i) auction tenders at prices
specified by the tendering shareholders of not greater than $9.40 per Share nor less than $8.20 per Share or (ii) purchase price tenders pursuant to which shareholders indicate they are willing to sell their Shares to the Company at the
purchase price determined in the offer, in either case, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated February 11,
2016 (the “Offer to Purchase”), a copy of which was filed with the Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal,” which together with the Offer to Purchase, as
they may be amended or supplemented from time to time, constitute the “Tender Offer”), a copy of which was filed with the Schedule TO as Exhibit (a)(1)(B).
This Amendment No. 2 is intended to satisfy the reporting requirements of
Rule 13e-4(c)(4)
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The information contained in the Offer to Purchase and Letter of Transmittal is hereby incorporated by reference into this Amendment, except that such
information is hereby amended and supplemented to the extent specifically provided herein.
|
Item 11.
|
Additional Information.
|
Item 11 of the Schedule TO is hereby
amended and supplemented by adding at the end thereof the following text:
“On March 14, 2016, the Company issued a press release
announcing the preliminary results of the Tender Offer, which expired at 5:00 p.m., New York City time, on March 11, 2016. A copy of the press release is filed as Exhibit (a)(5)(B) to this Schedule TO and is incorporated herein by reference.”
Item 12 of the Schedule TO is hereby amended and
supplemented by adding the following exhibit to the exhibit index:
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
(a)(5)(B)
|
|
Press release announcing preliminary results of the Tender Offer, dated March 14, 2016.
|
2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
|
|
|
|
|
NATIONSTAR MORTGAGE HOLDINGS INC.
|
|
|
|
|
By:
|
|
/s/
Robert D. Stiles
|
|
|
|
Name: Robert D. Stiles
Title:
Chief Financial Officer
|
Date: March 14, 2016
EXHIBIT INDEX
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
(a)(1)(A)
|
|
Offer to Purchase, dated February 11, 2016.*
|
|
|
|
|
(a)(1)(B)
|
|
Letter of Transmittal.*
|
|
|
|
|
(a)(1)(C)
|
|
Notice of Guaranteed Delivery.*
|
|
|
|
|
(a)(1)(D)
|
|
Summary Advertisement, dated February 11, 2016.*
|
|
|
|
|
(a)(2)
|
|
None.
|
|
|
|
|
(a)(3)
|
|
Not applicable.
|
|
|
|
|
(a)(4)
|
|
Not applicable.
|
|
|
|
|
(a)(5)(A)
|
|
Press release announcing commencement of the Tender Offer, dated February 11, 2016.*
|
|
|
|
|
(a)(5)(B)
|
|
Press release announcing preliminary results of the Tender Offer, dated March 14, 2016.
|
|
|
|
|
(b)
|
|
None.
|
|
|
|
|
(d)(1)
|
|
Stockholders Agreement, dated as of February 17, 2012, between Nationstar Mortgage Holdings Inc. and FIF HE Holdings LLC (incorporated by reference as Exhibit 4.1 to the Company’s Registration Statement on
Form S-1/A,
filed with the SEC on February 24, 2012).
|
|
|
|
|
(d)(2)
|
|
Offer Letter and Acceptance, dated as of March 31, 2014, between Nationstar Mortgage Holdings
Inc. and Robert Stiles (incorporated by reference as Exhibit 10.45 to the Company’s Annual Report on
Form 10-K
for the year ended December 31, 2014, filed with the SEC on February 26, 2015).
|
|
|
|
|
(d)(3)
|
|
Separation Agreement and Release of All Claims, dated as of November 23, 2015, by and between
Nationstar Mortgage Holdings Inc. and Kal Raman (incorporated by reference as Exhibit 10.1 to the Company’s current report on
Form 8-K,
filed with the SEC on November 30, 2015).
|
|
|
|
|
(d)(4)
|
|
Nationstar Mortgage Holdings Inc. Amended and Restated 2012 Incentive Compensation Plan, dated as of February 24, 2015 (incorporated by reference as Exhibit 10.4 to the Company’s quarterly report on
Form 10-Q
for the quarter ended March 31, 2015, filed with the SEC on May 7, 2015).
|
|
|
|
|
(d)(5)
|
|
Form of Restricted Stock Grant Agreement for Employees under the 2012 Incentive Compensation Plan (incorporated by reference as Exhibit 10.2 to the Company’s current report on
Form 8-K,
filed with the SEC on November 16, 2012).
|
|
|
|
|
(d)(6)
|
|
Form of Restricted Stock Grant Agreement for Non-Employee Directors under the 2012 Incentive
Compensation Plan (incorporated by reference as Exhibit 10.4 to the Company’s current report on
Form 8-K,
filed with the SEC on November 16, 2012).
|
|
|
|
|
(d)(7)
|
|
Form of Restricted Stock Unit Agreement for Non-Employee Directors under the 2012 Incentive
Compensation Plan (incorporated by reference as Exhibit 10.6 to the Company’s quarterly report on
Form 10-Q
for the quarter ended September 30, 2014, filed with the SEC on November 7, 2014).
|
|
|
|
|
(d)(8)
|
|
Form of Restricted Stock Unit Agreement for Employees under the Amended and Restated 2012
Incentive Compensation Plan (incorporated by reference as Exhibit 10.5 to the Company’s quarterly report on
Form 10-Q
for the quarter ended March 31, 2015, filed with the SEC on May 7, 2015).
|
|
|
|
|
(d)(9)
|
|
Nationstar Mortgage LLC Annual Incentive Compensation Plan, amended and restated as of March 30, 2014 (incorporated by reference as Exhibit 10.10 to the Company’s quarterly report on
Form 10-Q
for the quarter ended June 30, 2014, filed with the SEC on August 6, 2014).
|
4
|
|
|
|
|
(d)(10)
|
|
Nationstar Mortgage Holdings Inc. Executive Management Incentive Plan, dated as of March 31, 2015 (incorporated by reference as Exhibit 10.1 to the Company’s current report on
Form 8-K,
filed with the SEC on April 2, 2015).
|
|
|
|
|
(d)(11)
|
|
Form of Indemnification Agreement with directors and officers (incorporated by reference as Exhibit 10.52 to the Company’s Registration Statement on
Form S-1/A,
filed with the
SEC on February 24, 2012).
|
|
|
|
|
(d)(12)
|
|
Offer Letter and Acceptance, dated as of June 24, 2015, by and between Nationstar Mortgage LLC and Anthony L. Ebers (incorporated by reference as Exhibit 10.45 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2015 filed with the SEC on March 1, 2016).
|
|
|
|
|
(d)(13)
|
|
Offer Letter, dated as of July 6, 2015, by and between Nationstar Mortgage LLC and Michael R. Rawls (incorporated by reference as Exhibit 10.46 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015
filed with the SEC on March 1, 2016).
|
|
|
|
|
(d)(14)
|
|
Form of Amended and Restated Restricted Stock Unit Agreement for Non-Employee Directors under the Amended and Restated 2012 Incentive Compensation Plan (incorporated by reference as Exhibit 10.54 to the Company’s Annual Report
on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 1, 2016).
|
|
|
|
|
(g)
|
|
None.
|
|
|
|
|
(h)
|
|
None.
|
|
*
|
Previously filed as exhibits to the initial Schedule TO filed on February 11, 2016
|
5
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 cash of shares of its common stock.
Nationstar’s modified “Dutch auction” self-tender offer expired at 5:00 p.m., New York City time, on March 11, 2016. Based on the
preliminary count by American Stock Transfer & Trust Company, LLC, the depositary for the self-tender offer, 7,450 of Nationstar’s shares were properly tendered (and not properly withdrawn) at a price at or below the final purchase
price of $9.40 per share. In accordance with the terms of the self-tender offer, and based on these preliminary results, Nationstar expects to repurchase 7,450 of its shares at the final purchase price of $9.40 per share, for a total cost of
approximately $70,030, excluding fees and expenses relating to the self-tender offer. The shares expected to be repurchased in the self-tender offer represent less than 1% of Nationstar’s issued and outstanding shares as of March 11, 2016.
On February 10, 2016, the last full day of trading before Nationstar announced the commencement of its self-tender offer, the closing price of its
common stock was $8.61 per share. On March 11, 2016, the closing price of Nationstar’s common stock was $12.71 per share.
The number of shares
expected to be repurchased in the self-tender offer is preliminary and subject to change. Nationstar will fund the repurchase of shares in the self-tender offer using a portion of its cash and cash equivalents on hand. Payment for Nationstar’s
shares accepted for purchase in the self-tender offer will occur promptly after the final number of shares properly tendered and not properly withdrawn is confirmed by the depositary for the self-tender offer.
Nationstar remains committed to returning capital to its stockholders through a share repurchase program. Based on the preliminary results described above,
under its previously announced share repurchase program, Nationstar estimates that it currently maintains capacity to repurchase up to approximately $184 million of its common stock. Under the program, the Company may repurchase its shares from time
to time in the open market or in privately negotiated transactions. The amount and timing of any repurchases will depend on a number of factors including the price and availability of the Company’s shares, trading volume, capital availability,
Company performance and general economic and market conditions. The share repurchase program may be suspended or discontinued at any time.
J.P. Morgan
Securities LLC is serving as dealer manager for the self-tender offer. Innisfree M&A Incorporated is serving as information agent for the self-tender offer, and American Stock Transfer & Trust Company, LLC is serving as depositary for
the self-tender offer. Stockholders and investors who have questions or need information about the self-tender offer may contact Innisfree M&A Incorporated at 1-888-750-5834.
About Nationstar
Based in Dallas, Texas,
Nationstar provides servicing, origination and transaction based services related principally to single-family residences throughout the United States. Additional corporate information is available on the Shareholder Relations section of
www.nationstarmtg.com.
Forward Looking Statements
Certain statements in this press release may constitute “forward-looking statements,” including statements as to the amount, timing and manner of the
Company’s self-tender and regarding its share repurchase program. These statements are not historical facts, but instead represent only the Company’s beliefs regarding future events, many of which, by their nature, are inherently uncertain
and outside of the Company’s control. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Nationstar. Risks and
uncertainties include, but are not limited to, market conditions;
1
the possibility that the repurchase program may be suspended or discontinued; economic factors, such as interest rate and currency exchange rate fluctuations; the ability of the company to
successfully execute strategic plans; the impact of acquisitions and divestitures; and significant adverse litigation or government action. Certain of these risks and uncertainties are described in the “Business” and “Risk
Factors” sections of our most recent annual report and other required documents as filed with the SEC which are available at the SEC’s website at http://www.sec.gov. Nationstar undertakes no obligation to publicly update or revise any
forward-looking statements or any other financial information contained herein, and the statements made in this press release are current as of the date of this release only.
Contact:
Robert Stiles
(972) 316-5383
2