Wmih Corp. Sample Contracts

Mr. Cooper Group Inc. – NATIONSTAR MORTGAGE HOLDINGS INC. SECOND AMENDED AND RESTATED 2012 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENT (November 9th, 2018)
Mr. Cooper Group Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (October 10th, 2018)

The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle 19808.  The name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service Company.

Wmih Corp. – NATIONSTAR MORTGAGE HOLDINGS INC. CONSOLIDATED BALANCE SHEETS (millions of dollars) (August 7th, 2018)

Nationstar Mortgage Holdings Inc., a Delaware corporation, including its consolidated subsidiaries (collectively, “Nationstar”, the “Company”, “we”, “us” or “our”), earns fees through the delivery of servicing, origination and transaction-based services related primarily to single-family residences throughout the United States.

Wmih Corp. – Unaudited Pro Forma Condensed Combined Financial Statements (August 7th, 2018)

The following table shows unaudited pro forma condensed combined financial information about the financial condition and results of operations, including per share data, after giving effect to the merger (the “merger”) of Wand Merger Corporation, a wholly owned subsidiary of WMIH Corp. (“WMIH”) and Nationstar Mortgage Holdings Inc. (“Nationstar”) and related financing transaction. The unaudited pro forma condensed combined financial information assumes that the merger is accounted for under the acquisition method of accounting, and that the assets and liabilities of Nationstar will be recorded by WMIH at their respective estimated fair values as of the date the merger is completed. The unaudited pro forma condensed combined balance sheet gives effect to the transactions as if the transactions had occurred on June 30, 2018. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2018 and the year ended December 31, 2017 give effect to the tr

Wmih Corp. – Contract (August 1st, 2018)

This SUPPLEMENTAL INDENTURE NO. 1, dated as of July 31, 2018 (this “Completion Date Supplemental Indenture”), is entered into among Nationstar Mortgage Holdings Inc., a Delaware Corporation (“Nationstar”), the other parties that are signatories hereto as Guarantors (collectively, the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

Wmih Corp. – Contract (August 1st, 2018)

This Supplemental Indenture (this “Supplemental Indenture”), dated as of July 31, 2018 among WMIH Corp, a Delaware corporation (the “Guaranteeing Parent”), an indirect parent of Nationstar Mortgage LLC, a Delaware limited liability company (the “Company” and, together with Nationstar Capital Corporation, the “Issuers”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

Wmih Corp. – AMENDMENT TO THE NATIONSTAR MORTGAGE HOLDINGS INC. SECOND AMENDED AND RESTATED 2012 INCENTIVE COMPENSATION PLAN (August 1st, 2018)

This Amendment to the Nationstar Mortgage Holdings, Inc. Second Amended and Restated 2012 Incentive Compensation Plan (the “Plan”), made pursuant to the right to amend reserved in Section 16 of the Plan, amends the Plan as follows, effective as of the date set forth below:

Wmih Corp. – RESTRICTIVE COVENANT AGREEMENT (August 1st, 2018)

As provided for under that certain employment agreement by and between WMIH Corp. (the “Company”) and Thomas Fairfield (“Executive”), made as of May 15, 2015 (as amended, the “Employment Agreement”), upon the consummation of a Qualifying Acquisition (as defined in the Employment Agreement), and in consideration for the rights and benefits provided to Executive under the Employment Agreement, Executive agrees to abide by all of the terms and conditions of this restrictive covenant agreement (the “Agreement”). Executive acknowledges and agrees that this Agreement, and the terms and conditions herein, are material terms of Executive’s employment relationship with the Company, and that the Company would not have hired Executive and entered into the Employment Agreement but for Executive’s execution of, and compliance with, this Agreement.

Wmih Corp. – RESTRICTIVE COVENANT AGREEMENT (August 1st, 2018)

As provided for under that certain employment agreement by and between WMIH Corp. (the “Company”) and William Gallagher (“Executive”), made as of May 15, 2015 (as amended, the “Employment Agreement”), upon the consummation of a Qualifying Acquisition (as defined in the Employment Agreement), and in consideration for the rights and benefits provided to Executive under the Employment Agreement, Executive agrees to abide by all of the terms and conditions of this restrictive covenant agreement (the “Agreement”). Executive acknowledges and agrees that this Agreement, and the terms and conditions herein, are material terms of Executive’s employment relationship with the Company, and that the Company would not have hired Executive and entered into the Employment Agreement but for Executive’s execution of, and compliance with, this Agreement.

Wmih Corp. – WMIH CORP. RESTRICTED STOCK GRANT NOTICE (August 1st, 2018)

WMIH Corp., a Delaware corporation (the “Company”), hereby grants to Participant (as defined below) restricted stock of the Company (the “Restricted Stock”). The Restricted Stock is subject to all the terms and conditions set forth in this Restricted Stock Grant Notice (this “Grant Notice”), the Restricted Stock Agreement, and the Company’s 2012 Long-Term Incentive Plan (as amended, the “Plan”). The Restricted Stock Agreement and the Plan are attached to and incorporated into this Grant Notice in their entirety. Capitalized terms not defined herein will have the meaning given in the Plan.

Wmih Corp. – Contract (August 1st, 2018)

This Supplemental Indenture (this “Supplemental Indenture”), dated as of July 31, 2018 among WMIH Corp, a Delaware corporation (the “Guaranteeing Parent”), an indirect parent of Nationstar Mortgage LLC, a Delaware limited liability company (the “Company” and, together with Nationstar Capital Corporation, the “Issuers”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

Wmih Corp. – WMIH CORP. RESTRICTED STOCK GRANT NOTICE (August 1st, 2018)

WMIH Corp., a Delaware corporation (the “Company”), hereby grants to Participant (as defined below) restricted stock of the Company (the “Restricted Stock”). The Restricted Stock is subject to all the terms and conditions set forth in this Restricted Stock Grant Notice (this “Grant Notice”), the Restricted Stock Agreement, and the Company’s 2012 Long-Term Incentive Plan (as amended, the “Plan”). The Restricted Stock Agreement and the Plan are attached to and incorporated into this Grant Notice in their entirety. Capitalized terms not defined herein will have the meaning given in the Plan.

Wmih Corp. – WMIH and Nationstar Mortgage Announce Preliminary Results of Election of Preferred Form of Merger Consideration (July 27th, 2018)

SEATTLE & DALLAS, JULY 27, 2018 – WMIH Corp. (NASDAQ: WMIH) (“WMIH”) and Nationstar Mortgage Holdings Inc. (NYSE: NSM) (“Nationstar”) today announced the preliminary results of the elections made by Nationstar stockholders as to the form of merger consideration they desire to receive in the transaction.

Wmih Corp. – WMIH and Nationstar Mortgage Announce Election Deadline for Preferred Form of Merger Consideration Transaction Expected to Close on July 31, 2018 (July 16th, 2018)

SEATTLE & DALLAS, JULY 16, 2018 – WMIH Corp. (NASDAQ: WMIH) (“WMIH”) and Nationstar Mortgage Holdings Inc. (NYSE: NSM) (“Nationstar”) today announced that, in connection with the anticipated completion of the proposed merger involving WMIH and Nationstar, the deadline for Nationstar stockholders to elect the form of merger consideration they desire to receive in the transaction has been set for 5:00 p.m., New York City time, on July 26, 2018 (the “Election Deadline”).

Wmih Corp. – WAND MERGER CORPORATION (to be merged with and into NATIONSTAR MORTGAGE HOLDINGS INC.) as Issuer, WMIH CORP. as Parent Guarantor, and (July 13th, 2018)

INDENTURE, dated as of July 13, 2018 (this “Indenture”), among WAND MERGER CORPORATION, a Delaware corporation (“Merger Sub”), which shall be merged with and into NATIONSTAR MORTGAGE HOLDINGS INC. (“Nationstar”), a Delaware corporation, upon consummation of the Merger (as defined below), WMIH CORP., a Delaware Corporation, as Parent Guarantor (as defined below) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (as defined below).

Wmih Corp. – WAND MERGER CORPORATION (to be merged with and into NATIONSTAR MORTGAGE HOLDINGS INC.) as Issuer, WMIH CORP. as Parent Guarantor, and (July 13th, 2018)

INDENTURE, dated as of July 13, 2018 (this “Indenture”), among WAND MERGER CORPORATION, a Delaware corporation (“Merger Sub”), which shall be merged with and into NATIONSTAR MORTGAGE HOLDINGS INC. (“Nationstar”), a Delaware corporation, upon consummation of the Merger (as defined below), WMIH CORP., a Delaware Corporation, as Parent Guarantor (as defined below) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (as defined below).

Wmih Corp. – WMIH Corp. Announces Pricing of Offering of $1.7 Billion of Senior Notes (June 29th, 2018)

Seattle, June 29, 2018 – WMIH Corp. (NASDAQ: WMIH) (“WMIH”) today announced the pricing of the offering by Wand Merger Corporation, a direct wholly-owned subsidiary of WMIH (“Merger Sub”), of $950,000,000 8.125% Senior Notes due 2023 (the “2023 Notes”) and $750,000,000 9.125% Senior Notes due 2026 (the “2026 Notes” and, together with the 2023 Notes, the “Notes”). The 2023 Notes will bear interest at 8.125% per annum and will mature on July 15, 2023. The 2026 Notes will bear interest at 9.125% per annum and will mature on July 15, 2026.

Wmih Corp. – NATIONSTAR MORTGAGE HOLDINGS INC. CONSOLIDATED BALANCE SHEETS (millions of dollars) (June 15th, 2018)
Wmih Corp. – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (June 15th, 2018)

The following table shows unaudited pro forma condensed combined financial information about the financial condition and results of operations, including per share data, after giving effect to the merger (the “merger”) of Wand Merger Corporation, a wholly owned subsidiary of WMIH Corp. (“WMIH”) and Nationstar Mortgage Holdings Inc. (“Nationstar”) and related financing transaction. The unaudited pro forma condensed combined financial information assumes that the merger is accounted for under the acquisition method of accounting, and that the assets and liabilities of Nationstar will be recorded by WMIH at their respective estimated fair values as of the date the merger is completed. The unaudited pro forma condensed combined balance sheet gives effect to the transactions as if the transactions had occurred on March 31, 2018. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2018 and the year ended December 31, 2017 give effect to th

Wmih Corp. – Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of Nationstar Mortgage Holdings Inc. Opinion on the Financial Statements (June 15th, 2018)

We have audited the accompanying consolidated balance sheets of Nationstar Mortgage Holdings Inc. (the Company) as of December 31, 2017 and 2016, the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2017 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

Wmih Corp. – AMENDMENT TO EMPLOYMENT AGREEMENT (March 9th, 2018)

This AMENDMENT (“Amendment”), by and between WMIH Corp., a Delaware corporation (the “Company”), and Thomas L. Fairfield (“Executive”) (collectively, the “Parties”) is made as of March 9, 2018.

Wmih Corp. – AMENDMENT TO EMPLOYMENT AGREEMENT (March 9th, 2018)

This AMENDMENT (“Amendment”), by and between WMIH Corp., a Delaware corporation (the “Company”), and Thomas L. Fairfield (“Executive”) (collectively, the “Parties”) is made as of March 9, 2018.

Wmih Corp. – AMENDMENT TO EMPLOYMENT AGREEMENT (March 9th, 2018)

This AMENDMENT (“Amendment”), by and between WMIH Corp., a Delaware corporation (the “Company”), and William Gallagher (“Executive”) (collectively, the “Parties”) is made as of March 9, 2018.

Wmih Corp. – AMENDMENT TO EMPLOYMENT AGREEMENT (March 9th, 2018)

This AMENDMENT (“Amendment”), by and between WMIH Corp., a Delaware corporation (the “Company”), and William Gallagher (“Executive”) (collectively, the “Parties”) is made as of March 9, 2018.

Wmih Corp. – AMENDMENT NO. 3 TO ESCROW AGREEMENT (March 2nd, 2018)

This Amendment No. 3 (this “Amendment”) to the Original Escrow Agreement (as defined below) is entered into as of January 30, 2018, between WMIH Corp., a Delaware corporation as successor to WMI Holdings Corp., a Washington corporation (the “Company”), and Citibank, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank”) and acting through its Agency and Trust Division and solely in its capacity as escrow agent under this Amendment, and any successors appointed pursuant to the terms of the Escrow Agreement (as defined below) (Citibank, in such capacity, the “Escrow Agent”), to amend the Original Escrow Agreement, dated as of January 5, 2015, as amended by the First Amendment to Escrow Agreement, dated November 12, 2015, as further amended by the Amendment No. 2 to Escrow Agreement, dated December 8, 2017 (the “Original Escrow Agreement” and as amended by this Amendment, the “Escrow Agreement”), by and between the Company a

Wmih Corp. – WMIH CORP. (March 2nd, 2018)

WMIH Corp., a Delaware corporation (the “Company”), hereby grants to Participant (as defined below) restricted stock of the Company (the “Restricted Stock”).  The Restricted Stock is subject to all the terms and conditions set forth in this Restricted Stock Grant Notice (this “Grant Notice”), the Restricted Stock Agreement, and the Company’s 2012 Long-Term Incentive Plan, as amended (the “Plan”).  The Restricted Stock Agreement and the Plan are attached to and incorporated into this Grant Notice in their entirety.  Capitalized terms not defined herein will have the meaning given in the Plan.

Wmih Corp. – AMENDMENT TO LETTER AGREEMENT (March 2nd, 2018)

This Letter Amendment, dated as of February 12, 2018, to the Letter Agreement (the “Original Agreement”), dated as of December 8, 2017, by and among WMIH Corp., a Delaware corporation (the “Company”), KKR Fund Holdings L.P. (“KKR Fund”) and KKR Wand Investors L.P. (“KKR Wand”) and together with KKR Fund and the Company, the “Original Parties”) (this “Letter Amendment”; the Original Agreement as amended by this Letter Amendment, the “Amended Agreement”) is made and entered into by and among the Original Parties, KKR Wand Investors Corporation (“KKR Wand Investors”), KKR Wand Holdings Corporation (“KKR Wand Holdings” and KKR Wand Investors and each of the Original Parties, a “Party” to this Letter Amendment, and collectively, the “Parties”).

Wmih Corp. – FIRST AMENDMENT TO ESCROW AGREEMENT (March 2nd, 2018)

This FIRST AMENDMENT ("First Amendment") is entered into as of November 12, 2015 (the "Effective Date") between WMIH Corp. (formerly known as WMI Holdings Corp. and referred to herein as the "Company"), and Citibank,

Wmih Corp. – Filed by WMIH Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Nationstar Mortgage Holdings Inc. (SEC File No.: 001-35449) WMIH Corp. (SEC File No.: 001-14667) Date: March 1, 2018 (March 1st, 2018)

SEATTLE – March 1, 2018 – WMIH Corp. (NASDAQ: WMIH) (“WMIH”) received written notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that WMIH has regained compliance with Nasdaq Listing Rule 5550(a)(2) as a result of the closing bid price of the WMIH’s common stock, par value $0.00001 per share, being greater than $1.00 per share for ten consecutive business days as of February 28, 2018.

Wmih Corp. – VOTING AND SUPPORT AGREEMENT (February 14th, 2018)

VOTING AND SUPPORT AGREEMENT, dated as of February 12, 2018 (this “Agreement”), between WMIH Corp., a Delaware corporation (“Parent”), and FIF HE Holdings LLC, a Delaware limited liability company (the “Stockholder”).

Wmih Corp. – KKR WAND HOLDINGS CORPORATION (February 14th, 2018)
Wmih Corp. – AGREEMENT AND PLAN OF MERGER among NATIONSTAR MORTGAGE HOLDINGS INC., WMIH CORP., and WAND MERGER CORPORATION Dated as of February 12, 2018 (February 14th, 2018)

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 12, 2018, among NATIONSTAR MORTGAGE HOLDINGS INC., a Delaware corporation (the “Company”), WMIH CORP., a Delaware corporation (“Parent”) and WAND MERGER CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent, the Company and Merger Sub are referred to individually as a “Party” and collectively as “Parties”.

Wmih Corp. – REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 12, 2018, by and between WMIH Corp., a Delaware corporation (the “Company”), and FIF HE Holdings LLC, a Delaware limited liability company (the “Shareholder”), and any other Shareholder Party who becomes a party hereto after the date hereof. (February 14th, 2018)

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of February 12, 2018 (the “Merger Agreement”), by and among the Company, Wand Merger Corporation, a Delaware corporation and a wholly owned subsidiary of the Company, and Nationstar Mortgage Holdings Inc., a Delaware corporation (“Target”), the Shareholder may acquire shares of Common Stock as Merger Consideration (as defined in the Merger Agreement); and

Wmih Corp. – FIF HE Holdings LLC c/o FIG LLC 1345 Avenue of the Americas, 45th Floor New York, New York 10105 (February 14th, 2018)

Reference is made to (i) that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, among WMIH Corp., a Delaware corporation (“Parent”), Nationstar Mortgage Holdings Inc., a Delaware corporation (the “Company”) and Wand Merger Corporation, a Delaware corporation (“Merger Sub”), and (ii) that certain Voting and Support Agreement (the “Fortress Voting Agreement”), dated as of the date hereof, between Parent and FIF HE Holdings LLC, a Delaware limited liability company (the “Stockholder”). Capitalized terms used but not otherwise defined in this letter agreement shall have the meanings ascribed to them in the Merger Agreement.

Wmih Corp. – KKR WAND HOLDINGS CORPORATION (February 14th, 2018)