Nationstar Mortgage Holdings Inc.

election_required = True...by any Odd Lot Holder who: • properly tenders and does not properly withdraw all Shares owned by the Odd Lot Holder at or below the Purchase Price (tenders of less than all of the Shares owned by an Odd Lot Holder will not qualify for this preference); and • completes the section entitled “Odd Lots” in the Letter of Transmittal or, in the case of a book-entry transfer, an Agent’s Message, and, if applicable, in the Notice of Guaranteed Delivery (or, in the case of a beneficial owner, arranges with the owner’s broker, dealer, commercial bank, trust company or other nominee for such completion or Agent’s Message); and • Second, subject to the conditional tender p...

expiry = 2016-03-11...n Stock for an Aggregate Cash Purchase Price of up to $100,000,000 at a Purchase Price Not Greater Than $9.40 per Share Nor Less Than $8.20 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5: 00 P.M., NEW YORK CITY TIME, ON MARCH 11, 2016, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). Nationstar Mortgage Holdings Inc., a Delaware corporation (the “Company,” “Nationstar,” “we” or “us”), is offering to purchase shares of...

listed = True...rs promptly following the Expiration Date. See Section 3. The Offer is not conditioned upon obtaining financing or any minimum number of Shares being tendered. The Offer is, however, subject to a number of other terms and conditions. See Section 7. The Shares are listed on the New York Stock Exchange (the “NYSE”) and trade under the symbol “NSM.” On February 10, 2016, the last full trading day prior to the announcement of the Offer, the reported closing price of the Shares on the NYSE was $8.61 per Share. You are urged to obtain current market quotations for the Shares before deciding whether, and at what price or prices, to tender y...

mechanism = DUTCH...-1 of the Securities Exchange Act of 1934 (the “Exchange Act”) to facilitate purchases of Shares. See Section 2. 7 Table of Contents What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting the Offer by means of a modified “Dutch auction” to offer to purchase our Shares for an aggregate cash purchase price of up to $100,000,000 pursuant to (i) Auction Tenders at prices specified by the tendering stockholders of not greater than $9.40 per Share nor less than $8.20 per Share, or (ii) Purchase Price Tenders, in either case, net to the seller in cash, less any applicable wit...

must_tender_all = True...y a particular stockholder as a single lot, and will limit our purchase in each case to the designated minimum number of Shares to be purchased. To be eligible for purchase by random lot, stockholders whose Shares are conditionally tendered must have properly tendered all of their Shares at or below the Purchase Price. 7. Conditions of the Offer. Notwithstanding any other provision of the Offer, we will not be required to accept for payment, purchase or pay for any Shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of or the payment for Shares tendered, su...

price = USD 9.4...this Offer to Purchase and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”). At the maximum purchase price of $9.40 per Share, subject to any increase we may later make (subject to applicable law), we could purchase up to 10,638,297 Shares if the Offer is fully subscribed, which would represent approximately 10.3% of our issued and outstanding...

priority = True...r Share (the minimum purchase price under the Offer) and stockholders properly tendering Shares pursuant to Purchase Price Tenders can reasonably expect to have Shares purchased at the Purchase Price if any Shares are purchased under the Offer (subject to the provisions relating to “odd lot” priority, proration and conditional tender). However, your election or the election of other stockholders to tender Shares pursuant to Auction Tenders at $8.20 per Share (the minimum purchase price under the Offer) or Purchase Price Tenders could result in the Purchase Price being lower than it would have been if stockholders had selected higher...

threshold = 100...e do so, the preceding provisions will apply to the greater total number of Shares. Odd Lots. The term “Odd Lots” means all Shares properly tendered prior to the Expiration Date at prices at or below the Purchase Price and not properly withdrawn by any person who owned a total of fewer than 100 Shares and so certified (or, in the case of a beneficial owner, arranges with the owner’s broker, dealer, commercial bank, trust company or other nominee to so certify) in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery (an “Odd Lot Holder”). To qualify for this preference, an Odd Lot...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d131063dex99a1a.htm EX-99.(A)(1)(A) EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Nationstar Mortgage Holdings Inc. Offer to Purchase Shares of its Common Stock for an Aggregate Cash Purchase Price of up to $100,000,000 at a Purchase Price Not Greater Than $9.40 per Share Nor Less Than $8.20 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5: 00 P.M., NEW YORK CITY TIME, ON MARCH 11, 2016, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE,...