x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 45-2156869 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
350 Highland Drive Lewisville, TX | 75067 | |
(Address of principal executive offices) | (Zip Code) |
Large Accelerated Filer | ¨ | Accelerated Filer | ¨ |
Non-Accelerated Filer | x (Do not check if a smaller reporting company.) | Smaller reporting company | ¨ |
Exhibit No. | Description | Form | File No. | Exhibit | Filing Date | Filed or Furnished Herewith |
1.1 | Purchase Agreement, dated as of April 20, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors party thereto, and Credit Suisse Securities (USA) LLC, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., RBS Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers | 8-K | 001-35449 | 1.1 | April 25, 2012 | |
2.1 | Amended and Restated Asset Purchase Agreement, dated as of June 28, 2012 between Nationstar Mortgage LLC and Residential Capital, LLC, Residential Funding Company, LLC, GMAC Mortgage, LLC, Executive Trustee Services LLC, ETS of Washington, Inc., EPRE LLC, EPRE LLC, GMACM Borrower LLC and RFC Borrower LLC | 8-K | 001-35449 | 2.1 | July 5, 2012 | |
4.1 | Indenture, dated as of April 25, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee | 8-K | 001-35449 | 4.1 | April 25, 2012 | |
4.2* | Indenture, dated as of June 12, 2012 between Nationstar Agency Advance Funding Trust 2012-AW and Wells Fargo Bank, National Association, as indenture trustee | 10-Q | 001-35449 | 4.2 | August 14, 2012 | |
4.3* | Indenture, dated as of June 26, 2012 between Nationstar Advance Funding Trust 2012-W and Wells Fargo Bank, National Association, as indenture trustee | 10-Q | 001-35449 | 4.3 | August 14, 2012 | |
4.4* | Indenture, dated as of June 26, 2012, between Nationstar Advance Funding Trust 2012-R and Wells Fargo Bank, National Association, as indenture trustee | 10-Q | 001-35449 | 4.4 | August 14, 2012 | |
4.5* | Indenture, dated as of June 26, 2012 between Nationstar Advance Funding Trust 2012-C and Wells Fargo Bank, National Association, as indenture trustee | 10-Q | 001-35449 | 4.5 | August 14, 2012 | |
10.1 | Registration Rights Agreement, dated as of April 25, 2012, among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors party thereto, and Credit Suisse Securities (USA) LLC, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., RBS Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers | 8-K | 001-35449 | 10.1 | April 25, 2012 | |
10.2 | Asset Purchase Agreement, dated as of May 13, 2012, between Nationstar Mortgage LLC and Residential Capital, LLC, Residential Funding Company, LLC, GMAC Mortgage, LLC, Executive Trustee Services, LLC, ETS of Washington, Inc., EPRE LLC and the additional Sellers identified on Schedule A thereto | 8-K | 001-35449 | 10.1 | May 16, 2012 |
10.3 | Current Excess Servicing Spread Acquisition Agreement for FNMA Mortgage Loans, dated as of May 13, 2012, between Nationstar Mortgage LLC and NIC MSR V LLC | 8-K | 001-35449 | 10.2 | May 16, 2012 | |
10.4 | Future Spread Agreement for FNMA Mortgage Loans, dated May 13, 2012, between Nationstar Mortgage LLC and NIC MSR V LLC | 8-K | 001-35449 | 10.3 | May 16, 2012 | |
10.5 | Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, dated as of May 13, 2012, between Nationstar Mortgage LLC and NIC MSR IV LLC | 8-K | 001-35449 | 10.4 | May 16, 2012 | |
10.6 | Future Spread Agreement for FHLMC Mortgage Loans, dated May 13, 2012, between Nationstar Mortgage LLC and NIC MSR IV LLC | 8-K | 001-35449 | 10.5 | May 16, 2012 | |
10.7 | Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans, dated as of May 13, 2012, between Nationstar Mortgage LLC and NIC MSR VI LLC | 8-K | 001-35449 | 10.6 | May 16, 2012 | |
10.8 | Future Spread Agreement for Non-Agency Mortgage Loans, dated May 13, 2012, between Nationstar Mortgage LLC and NIC MSR VI LLC | 8-K | 001-35449 | 10.7 | May 16, 2012 | |
10.9 | Current Excess Servicing Spread Acquisition Agreement for GNMA Mortgage Loans, dated as of May 13, 2012, between Nationstar Mortgage LLC and NIC MSR VII LLC | 8-K | 001-35449 | 10.8 | May 16, 2012 | |
10.10 | Future Spread Agreement for GNMA Mortgage Loans, dated May 13, 2012, between Nationstar Mortgage LLC and NIC MSR VII LLC | 8-K | 001-35449 | 10.9 | May 16, 2012 | |
10.11 | First Letter Agreement, dated as of June 1, 2012 among Aurora Bank FSB, Aurora Loan Services LLC and Nationstar Mortgage LLC | 8-K | 001-35449 | 10.1 | June 7, 2012 | |
10.12 | Second Letter Agreement, dated as of June 1, 2012 among Aurora Bank FSB, Aurora Loan Services LLC and Nationstar Mortgage LLC | 8-K | 001-35449 | 10.2 | June 7, 2012 | |
10.13 | Amended and Restated Asset Purchase Agreement, dated as of June 12, 2012, among Aurora Bank FSB, Aurora Loan Services LLC and Nationstar Mortgage LLC | 8-K | 001-35449 | 10.1 | June 14, 2012 | |
10.14 | Amended and Restated Current Excess Servicing Spread Acquisition Agreement for FNMA Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR V LLC | 8-K | 001-35449 | 10.1 | July 5, 2012 | |
10.15 | Amended and Restated Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR IV LLC | 8-K | 001-35449 | 10.2 | July 5, 2012 | |
10.16 | Amended and Restated Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR VI LLC | 8-K | 001-35449 | 10.3 | July 5, 2012 | |
10.17 | Amended and Restated Current Excess Servicing Spread Acquisition Agreement for GNMA Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR VII LLC | 8-K | 001-35449 | 10.4 | July 5, 2012 | |
10.18 | Registration Rights Agreement, dated as of July 24, 2012, among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors party thereto, and Credit Suisse Securities (USA) LLC, RBS Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers | 8-K | 001-35449 | 10.1 | July 24, 2012 | |
10.19 | Receivables Purchase Agreement, dated as of June 12, 2012, among Nationstar Agency Advance Funding Trust 2012-AW, Nationstar Agency Advance Funding 2012-AW, LLC and Nationstar Mortgage LLC | 10-Q | 001-35449 | 10.19 | August 14, 2012 | |
10.20 | Receivables Purchase Agreement, dated as of June 26, 2012, among Nationstar Advance Funding Trust 2012-C, Nationstar Advance Funding 2012-C, LLC and Nationstar Mortgage LLC | 10-Q | 001-35449 | 10.20 | August 14, 2012 | |
10.21 | Receivables Purchase Agreement, dated as of June 26, 2012, among Nationstar Advance Funding Trust 2012-R, Nationstar Advance Funding 2012-R, LLC and Nationstar Mortgage LLC | 10-Q | 001-35449 | 10.21 | August 14, 2012 | |
10.22 | Receivables Purchase Agreement, dated as of June 26, 2012, among Nationstar Advance Funding Trust 2012-W, Nationstar Advance Funding 2012-W, LLC and Nationstar Mortgage LLC | 10-Q | 001-35449 | 10.22 | August 14, 2012 | |
31.1 | Certification by Chief Executive Officer pursuant to Rules 13a 14(a) and 15d 14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002 | 10-Q | 001-35449 | 31.1 | August 14, 2012 | |
31.2 | Certification by Chief Financial Officer pursuant to Rules 13a 14(a) and 15d 14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002 | 10-Q | 001-35449 | 31.2 | August 14, 2012 | |
32.1 | Certification by Chief Executive Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-Q | 001-35449 | 32.1 | August 14, 2012 | |
32.2 | Certification by Chief Financial Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-Q | 001-35449 | 32.2 | August 14, 2012 |
101.INS | XBRL Instance Document | X | ||||
101.SCH | XBRL Taxonomy Extension Schema Document | X | ||||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | X | ||||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | X | ||||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||
* | Certain portions of this exhibit have been omitted pursuant to confidential treatment granted by the SEC under Rule 24b-2 as promulgated with the Securities Exchange Act of 1934, as amended. |
NATIONSTAR MORTGAGE HOLDINGS INC. | ||
September 11, 2012 | /s/ David C. Hisey | |
Date | David C.Hisey Chief Financial Officer |
Exhibit No. | Description | Form | File No. | Exhibit | Filing Date | Filed or Furnished Herewith | |
1.1 | Purchase Agreement, dated as of April 20, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors party thereto, and Credit Suisse Securities (USA) LLC, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., RBS Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers | 8-K | 001-35449 | 1.1 | April 25, 2012 | ||
2.1 | Amended and Restated Asset Purchase Agreement, dated as of June 28, 2012 between Nationstar Mortgage LLC and Residential Capital, LLC, Residential Funding Company, LLC, GMAC Mortgage, LLC, Executive Trustee Services LLC, ETS of Washington, Inc., EPRE LLC, EPRE LLC, GMACM Borrower LLC and RFC Borrower LLC | 8-K | 001-35449 | 2.1 | July 5, 2012 | ||
4.1 | Indenture, dated as of April 25, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee | 8-K | 001-35449 | 4.1 | April 25, 2012 | ||
4.2* | Indenture, dated as of June 12, 2012 between Nationstar Agency Advance Funding Trust 2012-AW and Wells Fargo Bank, National Association, as indenture trustee | 10-Q | 001-35449 | 4.2 | August 14, 2012 | ||
4.3* | Indenture, dated as of June 26, 2012 between Nationstar Advance Funding Trust 2012-W and Wells Fargo Bank, National Association, as indenture trustee | 10-Q | 001-35449 | 4.3 | August 14, 2012 | ||
4.4* | Indenture, dated as of June 26, 2012, between Nationstar Advance Funding Trust 2012-R and Wells Fargo Bank, National Association, as indenture trustee | 10-Q | 001-35449 | 4.4 | August 14, 2012 | ||
4.5* | Indenture, dated as of June 26, 2012 between Nationstar Advance Funding Trust 2012-C and Wells Fargo Bank, National Association, as indenture trustee | 10-Q | 001-35449 | 4.5 | August 14, 2012 | ||
10.1 | Registration Rights Agreement, dated as of April 25, 2012, among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors party thereto, and Credit Suisse Securities (USA) LLC, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., RBS Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers | 8-K | 001-35449 | 10.1 | April 25, 2012 | ||
10.2 | Asset Purchase Agreement, dated as of May 13, 2012, between Nationstar Mortgage LLC and Residential Capital, LLC, Residential Funding Company, LLC, GMAC Mortgage, LLC, Executive Trustee Services, LLC, ETS of Washington, Inc., EPRE LLC and the additional Sellers identified on Schedule A thereto | 8-K | 001-35449 | 10.1 | May 16, 2012 | ||
10.3 | Current Excess Servicing Spread Acquisition Agreement for FNMA Mortgage Loans, dated as of May 13, 2012, between Nationstar Mortgage LLC and NIC MSR V LLC | 8-K | 001-35449 | 10.2 | May 16, 2012 | ||
10.4 | Future Spread Agreement for FNMA Mortgage Loans, dated May 13, 2012, between Nationstar Mortgage LLC and NIC MSR V LLC | 8-K | 001-35449 | 10.3 | May 16, 2012 | ||
10.5 | Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, dated as of May 13, 2012, between Nationstar Mortgage LLC and NIC MSR IV LLC | 8-K | 001-35449 | 10.4 | May 16, 2012 | ||
10.6 | Future Spread Agreement for FHLMC Mortgage Loans, dated May 13, 2012, between Nationstar Mortgage LLC and NIC MSR IV LLC | 8-K | 001-35449 | 10.5 | May 16, 2012 | ||
10.7 | Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans, dated as of May 13, 2012, between Nationstar Mortgage LLC and NIC MSR VI LLC | 8-K | 001-35449 | 10.6 | May 16, 2012 | ||
10.8 | Future Spread Agreement for Non-Agency Mortgage Loans, dated May 13, 2012, between Nationstar Mortgage LLC and NIC MSR VI LLC | 8-K | 001-35449 | 10.7 | May 16, 2012 | ||
10.9 | Current Excess Servicing Spread Acquisition Agreement for GNMA Mortgage Loans, dated as of May 13, 2012, between Nationstar Mortgage LLC and NIC MSR VII LLC | 8-K | 001-35449 | 10.8 | May 16, 2012 | ||
10.1 | Future Spread Agreement for GNMA Mortgage Loans, dated May 13, 2012, between Nationstar Mortgage LLC and NIC MSR VII LLC | 8-K | 001-35449 | 10.9 | May 16, 2012 | ||
10.11 | First Letter Agreement, dated as of June 1, 2012 among Aurora Bank FSB, Aurora Loan Services LLC and Nationstar Mortgage LLC | 8-K | 001-35449 | 10.1 | June 7, 2012 | ||
10.12 | Second Letter Agreement, dated as of June 1, 2012 among Aurora Bank FSB, Aurora Loan Services LLC and Nationstar Mortgage LLC | 8-K | 001-35449 | 10.2 | June 7, 2012 | ||
10.13 | Amended and Restated Asset Purchase Agreement, dated as of June 12, 2012, among Aurora Bank FSB, Aurora Loan Services LLC and Nationstar Mortgage LLC | 8-K | 001-35449 | 10.1 | June 14, 2012 | ||
10.14 | Amended and Restated Current Excess Servicing Spread Acquisition Agreement for FNMA Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR V LLC | 8-K | 001-35449 | 10.1 | July 5, 2012 | ||
10.15 | Amended and Restated Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR IV LLC | 8-K | 001-35449 | 10.2 | July 5, 2012 | ||
10.15 | Amended and Restated Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR IV LLC | 8-K | 001-35449 | 10.2 | July 5, 2012 | ||
10.16 | Amended and Restated Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR VI LLC | 8-K | 001-35449 | 10.3 | July 5, 2012 | ||
10.17 | Amended and Restated Current Excess Servicing Spread Acquisition Agreement for GNMA Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR VII LLC | 8-K | 001-35449 | 10.4 | July 5, 2012 | ||
10.18 | Registration Rights Agreement, dated as of July 24, 2012, among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors party thereto, and Credit Suisse Securities (USA) LLC, RBS Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers | 8-K | 001-35449 | 10.1 | July 24, 2012 | ||
10.19 | Receivables Purchase Agreement, dated as of June 12, 2012, among Nationstar Agency Advance Funding Trust 2012-AW, Nationstar Agency Advance Funding 2012-AW, LLC and Nationstar Mortgage LLC | 10-Q | 001-35449 | 10.19 | August 14, 2012 | ||
10.20 | Receivables Purchase Agreement, dated as of June 26, 2012, among Nationstar Advance Funding Trust 2012-C, Nationstar Advance Funding 2012-C, LLC and Nationstar Mortgage LLC | 10-Q | 001-35449 | 10.20 | August 14, 2012 | ||
10.21 | Receivables Purchase Agreement, dated as of June 26, 2012, among Nationstar Advance Funding Trust 2012-R, Nationstar Advance Funding 2012-R, LLC and Nationstar Mortgage LLC | 10-Q | 001-35449 | 10.21 | August 14, 2012 | ||
10.22 | Receivables Purchase Agreement, dated as of June 26, 2012, among Nationstar Advance Funding Trust 2012-W, Nationstar Advance Funding 2012-W, LLC and Nationstar Mortgage LLC | 10-Q | 001-35449 | 10.22 | August 14, 2012 | ||
31.1 | Certification by Chief Executive Officer pursuant to Rules 13a 14(a) and 15d 14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002 | 10-Q | 001-35449 | 31.1 | August 14, 2012 | ||
31.2 | Certification by Chief Financial Officer pursuant to Rules 13a 14(a) and 15d 14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002 | 10-Q | 001-35449 | 31.2 | August 14, 2012 | ||
32.1 | Certification by Chief Executive Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-Q | 001-35449 | 32.1 | August 14, 2012 | ||
32.2 | Certification by Chief Financial Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-Q | 001-35449 | 32.2 | August 14, 2012 | ||
101.INS | XBRL Instance Document | X | |||||
101.SCH | XBRL Taxonomy Extension Schema Document | X | |||||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | X | |||||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | X | |||||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | X | |||||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | X | |||||
* | Certain portions of this exhibit have been omitted pursuant to confidential treatment granted by the SEC under Rule 24b-2 as promulgated with the Securities Exchange Act of 1934, as amended. |