Davis Polk Advises the Special Committee of Nationstar Mortgage on Its Merger with WMIH Corp.

Davis Polk is advising the special committee of the board of directors of Nationstar Mortgage Holdings Inc. on its approximately $1.9 billion merger with WMIH Corp. 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. The transaction, which is expected to close in the second half of 2018, subject to approval by the shareholders of both companies, as well as regulatory approvals and other customary closing conditions.

Based in Dallas, Texas, Nationstar Mortgage provides servicing, origination and transaction-based services related principally to single-family residences throughout the United States. WMIH Corp., formerly known as Washington Mutual, Inc., is a publicly traded company focused on identifying and consummating an accretive acquisition transaction across a broad array of industries, with a primary focus on the financial institutions sector.

The Davis Polk corporate team includes partner John H. Butler and associates Katharine Jan and Nicholas C. Phillips. Partner David H. Schnabel and associate Catherine L. Chu are providing tax advice. Partner Jeffrey P. Crandall and associate Charlotte R. Fabiani are providing executive compensation advice. Partner Lawrence Portnoy is providing litigation advice. All members of the Davis Polk team are based in the New York office.