Mr Cooper Group Inc (COOP)

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WMIH and Nationstar Mortgage Announce Election Deadline

WMIH and Nationstar Mortgage Announce Election Deadline for Preferred Form of Merger Consideration



the deadline for Nationstar stockholders to elect the form of merger consideration they desire to receive in the transaction has been set for 5:00 p.m., New York City time, on July 26, 2018 (the "Election Deadline").

To make an election, all Nationstar stockholders who have not previously made their cash or stock consideration elections must submit their election forms with respect to their shares so that such documents are received by the exchange agent, Computershare Trust Company, N.A., at its designated office by the Election Deadline. Nationstar stockholders holding shares through a brokerage account or other nominee arrangement may be subject to an earlier election deadline as required by their applicable broker or nominee, who will make an election on their behalf if they follow the broker's or nominee's instructions. Nationstar stockholders are encouraged to consult with their broker or nominee regarding such instructions as soon as possible.

In accordance with the previously announced merger agreement, Nationstar stockholders may elect to receive either $18.00 in cash or 12.7793 shares of common stock of WMIH, par value of $0.00001 per share, in each case subject to automatic proration and adjustment, as applicable. Nationstar stockholders whose election materials are not received in proper form by the exchange agent by the Election Deadline will be deemed to have made a stock election. Elections made by Nationstar stockholders to receive cash or stock consideration will be subject to automatic proration and adjustment, as applicable, to ensure that the total amount of cash paid (excluding cash paid in lieu of fractional shares) equals exactly $1,225,885,248.00, as described in the merger agreement and in the joint proxy statement/prospectus provided to WMIH and Nationstar stockholders in connection with the annual meeting of WMIH stockholders and the special meeting of Nationstar stockholders, each of which was held on June 29, 2018.

Beginning on or about June 11, 2018, election forms and accompanying instructions were mailed to Nationstar stockholders of record as of May 21, 2018. Nationstar stockholders, including those that acquired their shares after May 21, 2018, may request copies of these election documents from and direct any questions regarding the election materials or the Election Deadline to Georgeson LLC at [phone] (toll-free). Nationstar stockholders holding shares through a brokerage account or other nominee arrangement should contact their broker or nominee to obtain copies of the election documents.

WMIH and Nationstar have received all required regulatory approvals and expect to close the merger on July 31, 2018, subject to the satisfaction of all other closing conditions.

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