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EX-1.1 - UNDERWRITING AGREEMENT - Nationstar Mortgage LLC | d314663dex11.htm |
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): March 7, 2012
Nationstar Mortgage LLC | Nationstar Mortgage Holdings Inc. | |
(Exact name of registrant as specified in its charter) | (Exact name of registrant as specified in its charter) |
Delaware | Delaware | |
(State or other jurisdiction of incorporation or organization) | (State or other jurisdiction of incorporation or organization) | |
333-171370 | 001-35449 | |
(Commission File Number) | (Commission File Number) | |
75-2921540 | 45-2156869 | |
(I.R.S. Employer Identification No.) | (I.R.S. Employer Identification No.) | |
350 Highland Drive | 350 Highland Drive | |
Lewisville, Texas 75067 | Lewisville, Texas 75067 | |
(469) 549-2000 | (469) 549-2000 | |
(Address, including zip code, and telephone number, including area code, of principal executive offices) |
(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 1.01 | Entry into a Material Definitive Agreement. |
On March 7, 2012, Nationstar Mortgage Holdings Inc. (the Company) and Nationstar Mortgage LLC entered into an underwriting agreement (the Underwriting Agreement) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the Underwriters). Pursuant to the terms of the Underwriting Agreement, the Underwriters agreed to sell 16,666,667 shares of the Companys common stock, par value $0.01 per share (the Common Stock), at a per share price to the public of $14.00. The Company also granted the underwriters an option to purchase 2,500,000 additional shares of Common Stock to cover overallotments, which the Underwriters subsequently exercised in full in connection with the closing of the initial public offering.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company and Nationstar Mortgage LLC. The Underwriting Agreement also provides for indemnification of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933 (the Securities Act), or contribution to payments the Underwriters may be required to make because of any of those liabilities. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit |
Description | |
1.1 | Underwriting Agreement, dated as of March 7, 2012, by and among the Company, Nationstar Mortgage LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters. |
.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Nationstar Mortgage Holdings Inc. | ||||
Date: March 13, 2012 | By: | /s/ Jay Bray | ||
Jay Bray | ||||
Chief Executive Officer | ||||
Nationstar Mortgage LLC | ||||
By: | /s/ Jay Bray | |||
Jay Bray | ||||
President, Chief Executive Officer and Chief Financial Officer |
EXHIBIT INDEX
Exhibit |
Description | |
1.1 | Underwriting Agreement, dated as of March 7, 2012, by and among the Company, Nationstar Mortgage LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters. |