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NSM > SEC Filings for NSM > Form 8-K on 11-Jun-2013All Recent SEC Filings

Show all filings for NATIONSTAR MORTGAGE HOLDINGS INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for NATIONSTAR MORTGAGE HOLDINGS INC.


11-Jun-2013

Entry into a Material Definitive Agreement, Termination of a Ma


Item 1.01 Entry into a Material Definitive Agreement.

On June 7, 2013, Nationstar Mortgage LLC ("Nationstar"), a Delaware limited liability company and a wholly-owned subsidiary of Nationstar Mortgage Holdings Inc., entered into a private label servicer advance master trust financing facility (the "NMART Facility") through the execution of the following agreements and other related agreements:

an indenture (the "Base Indenture"), dated as of June 7, 2013, among Nationstar Mortgage Advance Receivables Trust (the "NMART Issuer"), The Bank of New York Mellon, as indenture trustee (the "NMART Indenture Trustee"), Nationstar, as administrator and as servicer, Credit Suisse AG, New York Branch, as an administrative agent, Wells Fargo Securities, LLC, as an administrative agent, and The Royal Bank of Scotland plc, as an administrative agent;

a series 2013-VF1 indenture supplement to the Base Indenture, dated as of June 7, 2013, among the NMART Issuer, the NMART Indenture Trustee, Nationstar, as administrator and as servicer, and Credit Suisse AG, New York Branch, as administrative agent, pursuant to which the NMART Issuer issued (x) $450 million of floating-rate variable funding asset-backed notes to Credit Suisse AG, New York Branch and an asset-backed commercial paper conduit administered by Credit Suisse AG, New York Branch and/or its affiliates and (y) $9.9 million of floating-rate term asset backed notes (which floating-rate term asset backed notes have been initially retained by Nationstar);

a series 2013-VF2 indenture supplement to the Base Indenture, dated as of June 7, 2013, among the NMART Issuer, the NMART Indenture Trustee, Nationstar, as administrator and as servicer, and Wells Fargo Securities, LLC, as administrative agent, pursuant to which the NMART Issuer issued (x) $400 million of floating-rate variable funding asset-backed notes to Wells Fargo Bank, National Association and
(y) $8.8 million of floating-rate term asset backed notes (which floating-rate term asset backed notes have been initially retained by Nationstar);

a series 2013-VF3 indenture supplement to the Base Indenture, dated as of June 7, 2013, among the NMART Issuer, the NMART Indenture Trustee, Nationstar, as administrator and as servicer, and The Royal Bank of Scotland plc, as administrative agent, pursuant to which the NMART Issuer issued (x) $150 million of floating-rate variable funding asset-backed notes to The Royal Bank of Scotland plc and an asset-backed commercial paper conduit administered by The Royal Bank of Scotland plc and/or its affiliates and (y) $3.3 million of floating-rate term asset backed notes (which floating-rate term asset backed notes have been initially retained by Nationstar)

a series 2013-VF4 indenture supplement to the Base Indenture, dated as of June 7, 2013, among the NMART Issuer, the NMART Indenture Trustee, Nationstar, as administrator and as servicer, and Credit Suisse AG, New York Branch, as administrative agent, pursuant to which the NMART Issuer issued $75 million of floating-rate variable funding asset-backed notes to Credit Suisse AG, New York Branch and an asset-backed commercial paper conduit administered by Credit Suisse AG, New York Branch and/or its affiliates;

a series 2013-T1 indenture supplement to the Base Indenture, dated as of June 7, 2013, among the NMART Issuer, Nationstar, as receivables seller, Credit Suisse Securities (USA) LLC, as an initial purchaser, Wells Fargo Securities, LLC, as an initial purchaser, RBS Securities Inc., as an initial purchaser, and Barclays Capital Inc., as an initial purchaser, pursuant to which the NMART Issuer issued $350 million of fixed-rate term asset-backed notes;

a series 2013-T2 indenture supplement to the Base Indenture, dated as of June 7, 2013, among the NMART Issuer, Nationstar, as receivables seller, Credit Suisse Securities (USA) LLC, as an initial purchaser, Wells Fargo Securities, LLC, as an initial purchaser, RBS Securities Inc., as an initial purchaser, and Barclays Capital Inc., as an initial purchaser, pursuant to which the NMART Issuer issued $350 million of fixed-rate term asset-backed notes;



a series 2013-T3 indenture supplement to the Base Indenture, dated as of June 7, 2013, among the NMART Issuer, Nationstar, as receivables seller, Credit Suisse Securities (USA) LLC, as an initial purchaser, Wells Fargo Securities, LLC, as an initial purchaser, RBS Securities Inc., as an initial purchaser, and Barclays Capital Inc., as an initial purchaser, pursuant to which the NMART Issuer issued $300 million of fixed-rate term asset-backed notes;

a receivables pooling agreement, dated as of June 7, 2013, between the NMART Issuer and Nationstar Advance Funding III LLC, pursuant to which Nationstar Advance Funding III LLC sells and/or contributes certain servicing advance receivables to the NMART Issuer; and

a sale agreement, dated as of June 7, 2013, between Nationstar Advance Funding III LLC and Nationstar, pursuant to which Nationstar sells and/or contributes certain servicing advance receivables to Nationstar Advance Funding III LLC.

The collateral securing the notes described above consists primarily of rights to reimbursement for advances made by Nationstar as the servicer of residential mortgage loans and the right to payment of various deferred servicing fees related to such residential mortgage loans. Credit Suisse Securities (USA) LLC, Wells Fargo Securities, LLC, RBS Securities Inc., Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith, Inc. each acted as initial purchasers and managers of the sale of the fixed-rated term asset backed notes referenced above. Each of Credit Suisse Securities (USA) LLC, Wells Fargo Securities, LLC, RBS Securities Inc., Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith, Inc. also provides various other lending, financing and underwriting services for Nationstar Mortgage Holdings Inc. and its subsidiaries.

The foregoing summary of the agreements is not complete and is subject to and qualified in its entirety by reference to the full text of the agreements, which are attached to this Form 8-K as Exhibits 4.1 through 4.8 and Exhibits 10.1 and 10.2.



Item 1.02 Termination of Material Definitive Agreement.

On June 10, 2013, Nationstar terminated agreements associated with the following financing facilities:

the financing facility (the "2010-ADV1 Facility") contemplated by the Second Amended and Restated Indenture, dated as of November 22, 2011, between Nationstar Mortgage Advance Receivables Trust 2010-ADV1 and Wells Fargo Bank, National Association, as indenture trustee, and certain related documents;

the financing facility (the "2012-C Facility") contemplated by the Indenture, dated as of June 26, 2012, between Nationstar Advance Funding Trust 2012-C and Wells Fargo Bank, National Association, as indenture trustee, and certain related documents;

the financing facility (the "2012-R Facility") contemplated by the Indenture, dated as of June 26, 2012, between Nationstar Advance Funding Trust 2012-R and Wells Fargo Bank, National Association, as indenture trustee, and certain related documents; and

the financing facility (the "2012-W Facility") contemplated by the Indenture, dated as of June 26, 2012, between Nationstar Advance Funding Trust 2012-W and Wells Fargo Bank, National Association, as indenture trustee, and certain related documents.

In connection with the terminations of these financing facilities, Nationstar and its subsidiaries paid (i) approximately $523 million to satisfy the outstanding obligations under the 2010-ADV1 Facility substantially out of the proceeds of the notes issued in connection with the NMART Facility,
(ii) approximately $315 million to satisfy the outstanding obligations under the 2012-C Facility substantially out of the proceeds of the notes issued in connection with the NMART Facility, (iii) approximately $395 million to satisfy the outstanding obligations under the 2012-R Facility substantially out of the proceeds of the notes issued in connection with the NMART Facility and
(iv) approximately $189 million to satisfy the outstanding obligations under the 2012-W Facility substantially out of the proceeds of the notes issued in connection with the NMART Facility. Wells Fargo Bank, National Association and its affiliates have from time to time performed various financial advisory, commercial banking, investment banking and other related services for Nationstar and its affiliates for which they have received customary compensation, and they may continue to do so in the future.




Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.



Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits

Exhibit
Number                                    Description

4.1          Indenture, dated as of June 7, 2013, between Nationstar Mortgage
             Advance Receivables Trust, as issuer, The Bank of New York Mellon, as
             indenture trustee, calculation agent, paying agent and securities
             intermediary, Nationstar Mortgage LLC, as servicer and as
             administrator, Credit Suisse AG, New York Branch, as an administrative
             agent, Wells Fargo Securities, LLC, as an administrative agent, and
             The Royal Bank of Scotland plc, as an administrative agent

4.2          Series 2013-VF1 Indenture Supplement to Indenture, dated as of June 7,
             2013, between Nationstar Mortgage Advance Receivables Trust, as
             issuer, The Bank of New York Mellon, as indenture trustee, calculation
             agent, paying agent and securities intermediary, Nationstar Mortgage
             LLC, as administrator and as servicer, and Credit Suisse AG, New York
             Branch, as an administrative agent

4.3          Series 2013-VF2 Indenture Supplement to Indenture, dated as of June 7,
             2013, between Nationstar Mortgage Advance Receivables Trust, as
             issuer, The Bank of New York Mellon, as indenture trustee, calculation
             agent, paying agent and securities intermediary, Nationstar Mortgage
             LLC, as administrator and as servicer, and Wells Fargo Securities,
             LLC, as administrative agent

4.4          Series 2013-VF3 Indenture Supplement to Indenture, dated as of June 7,
             2013, between Nationstar Mortgage Advance Receivables Trust, as
             issuer, The Bank of New York Mellon, as indenture trustee, calculation
             agent, paying agent and securities intermediary, Nationstar Mortgage
             LLC, as administrator and as servicer, and The Royal Bank of Scotland
             plc, as administrative agent

4.5          Series 2013-VF4 Indenture Supplement to Indenture, dated as of June 7,
             2013, between Nationstar Mortgage Advance Receivables Trust, as
             issuer, The Bank of New York Mellon, as indenture trustee, calculation
             agent, paying agent and securities intermediary, Nationstar Mortgage
             LLC, as administrator and as servicer, and Credit Suisse AG, New York
             Branch, as an administrative agent

4.6          Series 2013-T1 Indenture Supplement to Indenture, dated as of June 7,
             2013, between Nationstar Mortgage Advance Receivables Trust, as
             issuer, The Bank of New York Mellon, as indenture trustee, calculation
             agent, paying agent and securities intermediary, Nationstar Mortgage
             LLC, as administrator and as servicer, Credit Suisse AG, New York
             Branch, as an administrative agent, Wells Fargo Securities, LLC, as an
             administrative agent, and The Royal Bank of Scotland plc, as an
             administrative agent

4.7          Series 2013-T2 Indenture Supplement to Indenture, dated as of June 7,
             2013, between Nationstar Mortgage Advance Receivables Trust, as
             issuer, The Bank of New York Mellon, as indenture trustee, calculation
             agent, paying agent and securities intermediary, Nationstar Mortgage
             LLC, as administrator and as servicer, Credit Suisse AG, New York
             Branch, as an administrative agent, Wells Fargo Securities, LLC, as an
             administrative agent, and The Royal Bank of Scotland plc, as an
             administrative agent


--------------------------------------------------------------------------------
4.8     Series 2013-T3 Indenture Supplement to Indenture, dated as of June 7,
        2013, between Nationstar Mortgage Advance Receivables Trust, as issuer,
        The Bank of New York Mellon, as indenture trustee, calculation agent,
        paying agent and securities intermediary, Nationstar Mortgage LLC, as
        administrator and as servicer, Credit Suisse AG, New York Branch, as an
        administrative agent, Wells Fargo Securities, LLC, as an administrative
        agent, and The Royal Bank of Scotland plc, as an administrative agent

10.1    Receivables Pooling Agreement, dated as of June 7, 2013, between
        Nationstar Advance Funding III LLC and Nationstar Mortgage Advance
        Receivables Trust

10.2    Receivables Sale Agreement, dated as of June 7, 2013, between Nationstar
        Mortgage LLC and Nationstar Advance Funding III LLC


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