According to the Complaint, Nationstar is one of the largest residential loan servicers in the United States, operating an integrated residential loan origination platform with a primary focus on customer retention and an array of complementary services related to the purchase and disposition of residential real estate.
This action stems from a proposed transaction announced on February 13, 2018 (the “Proposed Transaction”), pursuant to which Nationstar Mortgage Holdings Inc. (“Nationstar” or the “Company”) will be acquired WMIH Corp. (“Parent”) and Wand Merger Corporation (“Merger Sub,” and together with Parent, “WMIH”).
On February 12, 2018, Nationstar’s Board of Directors (the “Board” or “Individual Defendants”) caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”) with WMIH. Pursuant to the terms of the Merger Agreement, if Nationstar’s stockholders approve the Proposed Transaction, they will be entitled to elect to receive, subject to proration and adjustment, either $18.00 in cash or 12.7793 shares of Parent common stock for each share of Nationstar common stock they own.
On March 23, 2018, defendants filed a Form S-4 Registration Statement (the “Registration Statement”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction.
The Complaint alleges that the Registration Statement omits material information with respect to the Proposed
Transaction, which renders the Registration Statement false and misleading.