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WMIH

WMIH

$0.80

0.0259 (3.36%)

, NSM

Nationstar

$17.10

0.34 (2.03%)

06:05
02/13/18
02/13
06:05
02/13/18
06:05

WMIH, Nationstar enter definitive merger agreement

WMIH Corp. (WMIH) and Nationstar Mortgage Holdings (NSM) with its flagship brand Mr. Cooper announced that they have entered into a definitive merger agreement. Under the terms of the agreement, Nationstar shareholders may elect to receive $18.00 in cash or 12.7793 shares of WMIH common stock for each share of Nationstar common stock they own, subject to an overall proration to ensure that 32% of the total outstanding Nationstar shares are exchanged for the stock consideration. Upon completion of the transaction, Nationstar shareholders will own approximately 36% of the combined company and WMIH shareholders will own approximately 64%. 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. In addition, approximately $1.9 billion of Nationstar's existing senior unsecured notes will be refinanced at closing. WMIH has secured $2.75 billion of financing commitments in connection with the transaction. Upon closing the Transaction, all outstanding WMIH Series B Preferred Stock and all outstanding warrants to purchase shares of WMIH common stock will be converted into common stock of WMIH. The shares issued pursuant to these conversions are included in the pro forma ownership percentages referenced above. Holders of WMIH's Series B 5% Convertible Preferred Stock (the "Series B Stock") will receive approximately 444 million shares of common stock following the mandatory conversion of the Series B Stock at a fixed conversion price of $1.35 per share. Between signing and closing of the transaction, we expect that holders of the Series B Stock will receive approximately 21 million shares of common stock in accordance with the terms of the Series B Stock. Finally, upon closing of the transaction, holders of the Series B Stock also will receive a special distribution of approximately 11 million shares of common stock. As a result, upon consummating the transaction, and on a pro forma basis, holders of the Series B Stock will be expected to own approximately 477 million shares of common stock or approximately 43% of the combined company. The transaction has been unanimously approved by the Boards of Directors of both companies and is subject to approval by the shareholders of both companies, as well as regulatory approvals and other customary closing conditions. An entity owned by investment funds managed by an affiliate of Fortress Investment Group LLC, holding approximately 68% 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% of WMIH's voting shares, has also agreed to support the transaction. The transaction is anticipated to close in the second half of 2018.

WMIH

WMIH

$0.80

0.0259 (3.36%)

NSM

Nationstar

$17.10

0.34 (2.03%)

  • 13

    Feb

WMIH WMIH
$0.80

0.0259 (3.36%)

NSM Nationstar
$17.10

0.34 (2.03%)

03/27/17
WEDB
03/27/17
INITIATION
Target $19
WEDB
Outperform
Nationstar initiated with an Outperform at Wedbush
Wedbush analyst Henry Coffey started Nationstar Mortgage Holdings with an Outperform rating and $19 price target. The analyst views 2017 as a transitional year and thinks benefits of the company's servicing portfolio strategy will become apparent in 2018.
03/28/17
03/28/17
INITIATION

On The Fly: Top five analyst initiations
Catch up on today's top five analyst initiations with this list compiled by The Fly: 1. Snap (SNAP) was initiated with a Buy at Deutsche Bank and a Hold at Loop Capital. 2. Scorpio Bulkers (SALT) initiated with an Equal Weight at Morgan Stanley. 3. Nationstar (NSM) initiated with an Outperform at Wedbush. 4. Fairmount Santrol (FMSA) initiated with a Buy at Guggenheim. 5. Fortis (FTS) initiated with an Overweight at Barclays. This list is just a portion of The Fly's analyst coverage. To see The Fly's full Street Research coverage, click here.
04/04/17
COMP
04/04/17
UPGRADE
COMP
Neutral
Nationstar upgraded to Neutral from Sell at Compass Point
11/21/17
PIPR
11/21/17
UPGRADE
Target $16.5
PIPR
Neutral
Nationstar upgraded to Neutral from Underweight at Piper Jaffray
Piper Jaffray analyst Kevin Barker upgraded Nationstar Mortgage Holdings to Neutral saying the shares are now fairly priced near tangible book value. Further, the analyst believes Nationstar could be worth $15-$21 per share in a takeout scenario. He upped his price target for the stock to $16.50 from $15.50.

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DXCM

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TNDM

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