WMIH Corp. (NasdaqCM:WMIH) entered into a definitive agreement to acquire Nationstar Mortgage Holdings Inc. (NYSE:NSM) from Fortress Investment Group LLC and others for $1.6 billion on February 12, 2018. Under the terms of the agreement, Nationstar shareholders may elect to receive $18 per share in cash or 12.7793 shares of WMIH common stock for each share of Nationstar common stock, such that 32% of the total outstanding Nationstar shares are exchanged for the stock consideration. The aggregate consideration payable to Nationstar shareholders will consist of $1.2 billion in cash. In addition, approximately $1.9 billion of Nationstar’s existing senior unsecured notes will be refinanced at closing. Each then-outstanding share of Nationstar restricted stock will automatically vest in full and be converted into the right to receive the merger consideration, in the form of cash or WMIH common stock as elected by the holder thereof, and each then-outstanding Nationstar restricted stock unit, whether vested or unvested, will automatically vest in full, be assumed by WMIH and converted into a WMIH restricted stock unit entitling the holder thereof to receive upon settlement the merger consideration, as elected by the holder, as described above with respect to shares of Nationstar restricted stock. Upon completion of the transaction, Nationstar shareholders will own approximately 36% of the combined company and WMIH shareholders will own approximately 64%. WMIH will use the proceeds from $2.75 billion of committed debt financing, $0.7 billion of newly issued shares and $0.6 billion from cash in hand in connection with the transaction. Post-acquisition, Nationstar Mortgage will be wholly owned subsidiary of WMIH. The operating business will retain the Nationstar Mortgage name and Dallas Headquarters and initially be traded on the NASDAQ under the ticker symbol "WMIH". In case of termination, Nationstar will pay a termination fee of $65 million and WMIH will pay Nationstar a termination fee of $65 million or $125 million. Post-closing, Nationstar's senior leadership team will lead the combined company and the combined company’s Board of Directors will comprise 7 members, including 3 from WMIH (Steve Scheiwe, Tagar Olson and Chris Harrington) and 4 from Nationstar. Nationstar Chief Executive Officer Jay Bray will remain as President and Chief Executive Officer of the combined company. Nationstar's operations will continue as normal and its employees will join the combined enterprise. The transaction is subject to approval by the holders of a majority of Nationstar’s outstanding common stock, by the shareholders of WMIH Corp, regulatory approvals, the expiration or termination of any waiting period under the HSR Act, Registration Statement effectiveness, the approval for listing the WMIH common stock issuable in the merger on the NASDAQ Global Select Market and other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of both companies. An entity owned by investment funds managed by an affiliate of Fortress Investment Group LLC, holding approximately 69% of Nationstar’s voting shares, has contractually agreed to support the transaction and elect cash consideration for approximately 34 million shares, subject to proration. KKR, which owns 24% of WMIH’s voting shares, has also agreed to support the transaction. As of March 28, 2018, FTC granted the early termination notice. As of May 25, 2018, the special meeting of WMIH shareholders and the annual meeting of Nationstar shareholders is scheduled to be held on June 29, 2018 to consider the merger. As of May 31, 2018, the registration statement was declared effective. As of June 29, 2018, WMIH and Nationstar shareholders approved the transaction. As of July 16, 2018, WMIH and Nationstar have received all required regulatory approvals and the deadline for Nationstar stockholders to elect the form of merger consideration they desire to receive in the transaction has been set for July 26, 2018 The transaction is anticipated to close in the second half of 2018. As of May 3, 2018, the transaction is expected to close in the third quarter of 2018. As of July 16, 2018, the transaction is expected to close on July 31, 2018. Nationstar expects this merger to be immediately accretive on a cash EPS basis. Transaction is expected to be accretive to the shareholder of both Nationstar and WMIH. As of July 27, 2018, Nationstar Mortgage announced the results of election holders of approximately 26.24 million shares of Nationstar common stock or approximately 84.6% of the outstanding shares of Nationstar common stock elected to receive stock consideration and holders of approximately 4.79 million shares of Nationstar common stock or approximately 15.4% of the outstanding shares of Nationstar common stock elected to receive cash consideration. Victor Nesi, Peter Wirth, Jennifer Fuller, Frederick Wassmundt, Stephen Pollock, William Gomez and Matthew DeSalvo of Keefe, Bruyette & Woods, Inc. and KKR Capital Markets LLC (“KCM”) acted as financial advisors to WMIH. KCM also acted as placement agent in connection with debt financing for the transaction. Kerry E. Berchem, Alice Hsu, Ron Nardini, Jon Pico, John Clayton, Cora Fanning, Brandon Kinnard, Alex Leitch, Aimee Adler and Stuart Alter of Akin Gump Strauss Hauer & Feld LLP and Lee Meyerson, Elizabeth Cooper, Matt Gabbard, Michael Chao, Adam Shapiro, Ed Bersuder, Richard Fenyes, Sunny Cheong, Marcy Geller, Sophie Staples, David Rubinsky, Eric Wolf, Michael Cook, Jason Fixelle, Lori Lesser, Kate Stein, Cecillia Xie, Peter Guryan and Ellen Frye of Simpson Thacher & Bartlett LLP acted as legal advisors to WMIH. Christian Anderson of Citigroup Global Markets Inc., Kevin Ryan of Morgan Stanley & Co. LLC and Jeffrey Levine of Houlihan Lokey acted as financial advisors to Nationstar. Kevin M. Schmidt, Jeffrey J. Rosen, David A. Brittenham, Peter A. Furci, Matthew E. Kaplan, Elizabeth Pagel Serebransky, Christopher Rosekrans, Joshua M. Samit, J. Michael Snypes, Jr., Emily F. Huang, Peter J. Dalmasy, Samuel M. Duncan, Jose Angel Lamarque III, Milan Prodanovic, Molly D. Quinn, David R. Rock, Nicholas C. Scholten and Molly F. Stockley of Debevoise & Plimpton LLP acted as legal advisors to Nationstar. Paul Taubman, Michael Freudenstein and Larry Nath of PJT Partners LP acted as financial advisors and John H. Butler, Katharine Jan, Nicholas C. Phillips. David H. Schnabel, Catherine L. Chu, Jeffrey P. Crandall, Charlotte R. Fabiani, Lawrence Portnoy of Davis Polk & Wardwell LLP acted as legal advisors to the special committee of Nationstar’s Board. MacKenzie Partners, Inc. acted as proxy solicitor to WMIH and will be paid a fee of approximately $0.01 million and Alliance Advisors, LLC acted as proxy solicitor to Nationstar and will be paid a fee of approximately $0.01 million. Georgeson LLC is acting as information agent in the deal. KKR Capital Markets LLC acted as financial advisor for WMIH and is entitled to receive a transaction fee equal to $25 million. Citigroup charged a transaction fee, which is expected to be between $5 million and $6.3 million and an additional $1 million. PJT Partners, LP charged a fee of $2.85 million, Houlihan Lokey, Inc. charged a fee of $2 million and Morgan Stanley & Co. LLC charged a fee of $11.5 million. Victor Nesi, Peter Wirth Jennifer Fuller, Frederick Wassmundt, Stephen Pollock, William Gomez and Matthew DeSalvo of Stifel, Nicolaus & Company, Incorporated acted as financial advisors for WMIH Corp. Jason Lehner of Shearman & Sterling LLP acted as lead arrangers to Credit Suisse, Jefferies Finance LLC, Deutsche Bank, HSBC, Goldman Sachs, KKR Capital Markets, and Morgan Stanley. Computershare Trust Company, NA acted as the exchange agent to Nationstar on the transaction. WMIH Corp. (NasdaqCM:WMIH) completed the acquisition of Nationstar Mortgage Holdings Inc. (NYSE:NSM) from Fortress Investment Group LLC and others on July 31, 2018. As a result of the merger, shares of Nationstar common stock will no longer be listed for trading on the New York Stock Exchange. Nationstar requested that NYSE file a notification of removal from listing and registration on Form 25 to effect the delisting of the Shares from NYSE and the deregistration of the Shares. WMIH expects to change name to "Mr. Cooper Group Inc." and its ticker symbol to "COOP”. In connection with the closing of the merger, William C. Gallagher, Diane B. Glossman, Michael J. Renoff and Michael L. Willingham have resigned from the WMIH Board of Directors and the remaining directors of the WMIH have appointed Roy A. Guthrie, as Lead Director, Robert H. Gidel Sr. and Michael D. Malone to the WMIH Board of Directors, among others Anthony Ebers as Executive Vice President and Chief Operating Officer, Amar Patel as Executive Vice President and Chief Financial Officer, Mike Rawls as Executive Vice President, Servicing and Anthony Villani as Executive Vice President and General Counsel of the combined company. Senior Vice President Timothy F. Jaeger, Executive Vice President and Assistant Secretary Charles Chad Smith, Senior Vice President Peter Struck and Senior Vice President Weijia Vicky Wu will remain as officers of the combined company. On July 31, 2018, NYSE filed the form 25 for the delisting of the shares.