Delaware
|
6162 | 45-2156869 | ||
(State or Other Jurisdiction of Incorporation or Organization)
|
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Duane McLaughlin, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 (212) 225-2000 |
Richard B. Aftanas, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, New York 10036 (212) 735-3000 |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
Item 13. | Other Expenses of Issuance and Distribution. |
SEC registration fee
|
$ | 46,440 | ||
FINRA filing fee
|
40,500 | |||
NYSE listing fee
|
* | |||
Printing and engraving expenses
|
* | |||
Legal fees and expenses
|
* | |||
Accounting fees and expenses
|
* | |||
Transfer agent and registrar fees and expenses
|
* | |||
Blue Sky fees and expenses
|
* | |||
Miscellaneous
|
* | |||
Total
|
$ | |||
* | To be provided by amendment. |
Item 14. | Indemnification of Directors and Officers. |
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II-2
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Financial Statement Schedules. |
Item 17. | Undertakings. |
| For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by us pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. | |
| For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
* | Paragraph references correspond to those of Regulation S-K, Item 512. |
II-3
By: | Jay Bray | |
Title: |
President, Chief Executive Officer and Chief Financial Officer |
Name
|
Title
|
Date
|
||||
/s/ Jay
Bray Jay Bray |
President, Chief Executive Officer, Chief Financial Officer and Director (principal executive, financial and accounting officer) |
February 8, 2012 | ||||
/s/ Anthony
H. Barone Anthony H. Barone |
Director | February 8, 2012 |
II-4
Exhibit |
||||
Number
|
Description
|
|||
1 | .1* | Form of Underwriting Agreement | ||
3 | .1* | Form of Amended and Restated Certificate of Incorporation of Nationstar Mortgage Holdings Inc. | ||
3 | .2* | Form of Amended and Restated Bylaws of Nationstar Mortgage Holdings Inc. | ||
3 | .3 | Certificate of Incorporation of Nationstar Mortgage Holdings Inc. | ||
3 | .4 | Bylaws of Nationstar Mortgage Holdings Inc. | ||
4 | .1 | Form of Stockholders Agreement by and among Nationstar Mortgage Holdings Inc and FIF HE Holdings LLC. | ||
4 | .2 | Indenture, dated as of March 26, 2010, among Nationstar Mortgage LLC, Nationstar Capital Corporation, and Wells Fargo Bank, N.A., as trustee, including the form of 10.875% Senior Note due 2015 (incorporated by reference to Exhibit 4.1 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
4 | .3 | Supplemental Indenture, dated as of August 31, 2010, among NSM Recovery Services Inc, a subsidiary of Nationstar Mortgage LLC, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
4 | .4 | Supplemental Indenture, dated as of December 13, 2010, among NSM Foreclosure Services Inc, a subsidiary of Nationstar Mortgage LLC, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
4 | .5 | Supplemental Indenture, dated as of December 19, 2011, among Nationstar Mortgage LLC, Nationstar Capital Corporation, Centex Land Vista Ridge Lewisville III General Partner, LLC, Centex Land Vista Ridge Lewisville III, L.P., Harwood Service Company LLC, Harwood Insurance Services, LLC, Harwood Service Company of Georgia, LLC, Harwood Service Company of New Jersey, LLC, Homeselect Settlement Solutions, LLC, Nationstar 2009 Equity Corporation, Nationstar Equity Corporation, Nationstar Industrial Loan Company, Nationstar Industrial Loan Corporation, NSM Recovery Services, Inc., NSM Foreclosure Services, Inc., and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Nationstar Mortgage LLCs Current Report on Form 8-K filed with the SEC on December 19, 2011). | ||
4 | .6 | Registration Rights Agreement, dated as of March 26, 2010, among Nationstar Mortgage LLC, Nationstar Capital Corporation, Barclays Capital Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc. and RBS Securities Inc. (incorporated by reference to Exhibit 4.4 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
4 | .7 | Registration Rights Agreement, dated as of March 26, 2010, among Nationstar Mortgage LLC, Nationstar Capital Corporation, Barclays Capital Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc. and RBS Securities Inc. (incorporated by reference to Exhibit 10.1 to Nationstar Mortgage LLCs Current Report on Form 8-K filed with the SEC on December 19, 2011). | ||
5 | .1* | Opinion of Cleary Gottlieb Steen & Hamilton LLP. | ||
10 | .1 | Amended and Restated Servicer Advance Early Reimbursement Addendum, dated as of August 16, 2010, between Nationstar Mortgage LLC and Fannie Mae (incorporated by reference to Exhibit 10.1 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .2 | Fifth Amended and Restated Master Repurchase Agreement, dated as of January 27, 2010, between The Royal Bank of Scotland plc, as buyer, and Nationstar Mortgage LLC, as seller (incorporated by reference to Exhibit 10.2 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). |
II-5
Exhibit |
||||
Number
|
Description
|
|||
10 | .3 | Amendment Number One to Fifth Amended and Restated Master Repurchase Agreement, and Amendment Number One to Fifth Amended and Restated Pricing Side Letter, both dated as of April 6, 2010, between The Royal Bank of Scotland Plc and Nationstar Mortgage LLC. (incorporated by reference to Exhibit 10.3 to Amendment No. 3 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on April 27, 2011). | ||
10 | .4 | Amendment Number Two to Fifth Amended and Restated Master Repurchase Agreement, and Amendment Number Two to Fifth Amended and Restated Pricing Side Letter, both dated as of February 25, 2011, between The Royal Bank of Scotland Plc and Nationstar Mortgage LLC. (incorporated by reference to Exhibit 10.4 to Amendment No. 3 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on April 27, 2011). | ||
10 | .5 | Subservicing Agreement, dated as of October 29, 2010, between Fannie Mae and Nationstar Mortgage LLC (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on February 9, 2011). | ||
10 | .6 | Strategic Relationship Agreement, dated as of December 16, 2009, between Fannie Mae and Nationstar Mortgage LLC (incorporated by reference to Exhibit 10.4 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .7 | Subservicing Agreement, dated as of February 1, 2011, among MorEquity, Inc., American General Financial Services of Arkansas, Inc. and American General Home Equity, Inc. as owners and as servicers, and Nationstar Mortgage LLC, as subservicer. (incorporated by reference to Exhibit 10.5 to Amendment No. 2 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on March 28, 2011). | ||
10 | .8 | Subservicing Agreement (American General Mortgage Loan Trust 2006-1), dated as of February 1, 2011, between MorEquity, Inc., as servicer, and Nationstar Mortgage LLC, as subservicer (incorporated by reference to Exhibit 10.6 to Amendment No. 2 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on March 28, 2011). | ||
10 | .9 | Subservicing Agreement (American General Mortgage Loan Trust 2010-1), dated as of February 1, 2011, between MorEquity, Inc., as servicer, and Nationstar Mortgage LLC, as subservicer. (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on March 28, 2011). | ||
10 | .10 | Sale and Servicing Agreement, dated as of April 6, 2010, between The Financial Asset Securities Corp., as Depositor, Centex Home Equity Company, LLC, as Originator and Servicer, Newcastle Mortgage Securities Trust 2006-1, as Issuer, and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.10 to Amendment No. 5 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on June 6, 2011). | ||
10 | .11 | Sale and Servicing Agreement, dated as of July 12, 2007, between Bear Stearns Asset-Backed Securities I LLC, as Depositor, Nationstar Mortgage LLC, as Servicer, Newcastle Mortgage Securities Trust 2007-1, as Issuing Entity, Wells Fargo Bank, N.A., as Master Servicer, Securities Administrator and Custodian, and The Bank of New York, as Indenture Trustee. (incorporated by reference to Exhibit 10.11 to Amendment No. 5 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on June 6, 2011). | ||
10 | .12 | Subservicing Agreement, effective as of June 21, 2011, between First Tennessee Bank National Association, as Owner and Master Servicer, and Nationstar Mortgage LLC, as Servicer and Subservicer (incorporated by reference to Exhibit 10.12 to Amendment No. 6 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on June 30, 2011). | ||
10 | .13 | Employment Agreement, dated as of January 29, 2008, by and between Nationstar Mortgage LLC and Robert L. Appel (incorporated by reference to Exhibit 10.5 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). |
II-6
Exhibit |
||||
Number
|
Description
|
|||
10 | .14 | Amendment, dated as of September 17, 2010, to Employment Agreement dated January 29, 2008 by and between Nationstar Mortgage LLC and Robert L. Appel (incorporated by reference to Exhibit 10.6 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .15 | Employment Agreement, dated as of February 19, 2009, by and between Nationstar Mortgage LLC and Douglas Krueger (incorporated by reference to Exhibit 10.7 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .16 | Employment Agreement, dated as of September 17, 2010, by and between Nationstar Mortgage LLC and Anthony H. Barone (incorporated by reference to Exhibit 10.8 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .17 | Employment Agreement, dated as of September 17, 2010, by and between the Company and Jesse K. Bray (incorporated by reference to Exhibit 10.9 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .18 | Employment Agreement, dated as of September 17, 2010, by and between Nationstar Mortgage LLC and Amar Patel (incorporated by reference to Exhibit 10.10 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .19 | Form of Restricted Series 1 Preferred Unit Award Agreement under FIF HE Holdings LLC Fifth Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 10.11 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .20 | Form of Series 1 Class A Unit Award Agreement under FIF HE Holdings LLC Fifth Amended and Restated Limited Liability Company (incorporated by reference to Exhibit 10.12 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .21 | Form of Series 2 Class A Unit Award Agreement under FIF HE Holdings LLC Fifth Amended and Restated Limited Liability Company (incorporated by reference to Exhibit 10.13 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .22 | Nationstar Mortgage LLC Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10.14 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .23 | Nationstar Mortgage LLC Incentive Program Summary (incorporated by reference to Exhibit 10.15 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .24 | Nationstar Mortgage LLC Long-Term Incentive Plan for Mr. Krueger. (incorporated by reference to Exhibit 10.16 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .25 | Fifth Amended and Restated Limited Liability Company Agreement of FIF HE HOLDINGS LLC (incorporated by reference to Exhibit 10.25 to Amendment No. 6 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on June 30, 2011). | ||
10 | .26 | Mortgage Servicing Rights Purchase and Sale Agreement, dated and effective as of September 30, 2011, between Bank of America, National Association, as seller, and Nationstar Mortgage LLC, as buyer (incorporated by reference to Exhibit 2.1 to Nationstar Mortgage LLCs Quarterly Report on Form 10-Q filed with the SEC on November 14, 2011). | ||
10 | .27 | Servicer Rights Sale and Issuer Transfer Agreement, dated December 5, 2011, between Bank of America, National Association, as seller, and Nationstar Mortgage LLC, as buyer. | ||
10 | .28 | Sale Agreement, dated December 8, 2011, between Newcastle Investment Corp., as buyer, and Nationstar Mortgage LLC, as seller. | ||
10 | .29 | Replacement Agreement, dated December 8, 2011, between Newcastle Investment Corp. and Nationstar Mortgage LLC. | ||
10 | .30 | As Soon As Pooled Plus Agreement, dated March 24, 2009, between Fannie Mae and Nationstar Mortgage LLC. |
II-7
Exhibit |
||||
Number
|
Description
|
|||
10 | .31 | Amended and Restated Master Repurchase Agreement, dated October 21, 2010, between Bank of America, N.A., as buyer, and Nationstar Mortgage LLC, as seller. | ||
10 | .32** | Amended and Restated Transactions Terms Letter, dated October 21, 2010, between Bank of America, N.A., as buyer, and Nationstar Mortgage LLC, as seller. | ||
10 | .33 | Amendment Number One to the Amended and Restated Master Repurchase Agreement, dated November 24, 2010, between Bank of America, N.A., as buyer, and Nationstar Mortgage LLC, as seller. | ||
10 | .34 | Amendment Number Two to the Amended and Restated Master Repurchase Agreement, dated October 20, 2011, between Bank of America, N.A., as buyer, and Nationstar Mortgage LLC, as seller. | ||
10 | .35 | Amendment Number Three to the Amended and Restated Master Repurchase Agreement, dated January 17, 2012, between Bank of America, N.A., as buyer, and Nationstar Mortgage LLC, as seller. | ||
10 | .36** | Amendment Number Three to the Amended and Restated Transactions Terms Letter, dated January 17, 2012, between Bank of America, N.A., as buyer, and Nationstar Mortgage LLC, as seller. | ||
10 | .37 | Mortgage Selling and Servicing Contract, dated July 31, 1997, between Fannie Mae and Centex Home Equity Corp. | ||
10 | .38 | Addendum to Mortgage Selling and Servicing Contract, dated September 12, 2006, between Fannie Mae and Nationstar Mortgage LLC. | ||
10 | .39* | Consulting Agreement, dated , between Anthony Barone, as consultant, and Nationstar Mortgage LLC. | ||
10 | .40* | Letter Agreement, dated , between Anthony Barone, Nationstar Mortgage LLC, and FIF HE Holdings LLC. | ||
10 | .41** | Further Amended and Restated Servicer Advance Early Reimbursement Mechanics Addendum, dated as of May 1, 2011, between Nationstar Mortgage LLC and Fannie Mae. | ||
10 | .42 | Corrected and Restated Amendment to Amended and Restated Servicer Advance Early Reimbursement Mechanics Addendum, dated as of September 1, 2011, between Nationstar Mortgage LLC and Fannie Mae. | ||
10 | .43 | Third Amendment to Amended and Restated Servicer Advance Early Reimbursement Mechanics Addendum, dated as of December 20, 2011, between Nationstar Mortgage LLC and Fannie Mae. | ||
10 | .44 | Amendment Number Three to Fifth Amended and Restated Master Repurchase Agreement, dated as of December 5, 2011, between the Royal Bank of Scotland Plc and Nationstar Mortgage LLC. | ||
10 | .45 | Amendment to Strategic Relationship Agreement, dated as of November 17, 2011, between Fannie Mae and Nationstar Mortgage LLC. | ||
10 | .46 | First Amendment to Subservicing Agreement, dated as of September 30, 2011, between Fannie Mae and Nationstar Mortgage LLC. | ||
10 | .47** | Second Amendment to Subservicing Agreement, dated as of December 5, 2011, between Fannie Mae and Nationstar Mortgage LLC. | ||
10 | .48** | Third Amendment to Subservicing Agreement, dated as of December 20, 2011, between Fannie Mae and Nationstar Mortgage LLC. | ||
21 | .1* | Subsidiaries of the Registrants. | ||
23 | .1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | ||
23 | .2* | Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1). |
* | To be filed by amendment | |
** | Certain portions of this exhibit have been omitted and have been filed separately with the SEC pursuant to a request for confidential treatment under Rule 406 as promulgated under the Securities Act. |
| Previously filed |
II-8