Nationstar’s Merger with WMIH

On February 13, 2018, WMIH Corp. (“WMIH”) and Nationstar Mortgage Holdings Inc. (“Nationstar”) announced that they have entered into a definitive merger agreement. Upon completion of the transaction, Nationstar shareholders will own approximately 36 percent of the combined company and WMIH shareholders will own approximately 64 percent. The aggregate consideration payable to Nationstar shareholders will consist of $1.2 billion in cash and WMIH shares currently anticipated to be valued at approximately $702 million. An entity owned by investment funds managed by an affiliate of Fortress Investment Group LLC (“Fortress”), holding approximately 68 percent 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 percent of WMIH’s voting shares, has also agreed to support the transaction. Cravath is representing Fortress in connection with the transaction.

The Cravath team includes associates Matthew G. Jones and Caleb B. Rosser on corporate matters, and partners Andrew W. Needham and Christopher K. Fargo and associate Andrew T. Davis on tax matters.