As filed with the Securities and Exchange Commission on July 31, 2018
Registration
No. 333-202397
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Nationstar Mortgage Holdings Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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6162
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45-2156869
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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8950 Cypress Waters Blvd.
Coppell, TX 75019
(469)
549-2000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrants Principal Executive Offices)
Anthony W. Villani
Executive Vice President & General Counsel
8950 Cypress Waters Blvd.
Coppell, TX 75019
(469)
549-2000
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)
Approximate date of
commencement of proposed sale to the public:
Not applicable.
If the only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and
emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to Registration Statement
No. 333-202397,
originally filed
by Nationstar Mortgage Holdings Inc. (
Nationstar
) with the Securities and Exchange Commission (the
SEC
) on March 2, 2015, as amended by
Pre-Effective
Amendment
No. 1 filed on December 30, 2015 (the
Registration Statement
).
This Post-Effective Amendment is being filed
in connection with the closing on July 31, 2018 of the transactions contemplated by the Agreement and Plan of Merger, dated as of February 12, 2018 (the
Merger Agreement
), by and among WMIH Corp., a Delaware corporation
(
WMIH
), Wand Merger Corporation, a Delaware corporation and wholly owned subsidiary of WMIH (
Merger Sub
), and Nationstar, pursuant to which Merger Sub has merged with and into Nationstar, with Nationstar
continuing as the surviving corporation.
As a result of the closing of the transactions contemplated by the Merger Agreement, Nationstar
has terminated all offerings of its securities pursuant to the above referenced Registration Statement. In accordance with an undertaking made by Nationstar in the Registration Statement to remove from registration by means of a post-effective
amendment any securities which remain unsold at the termination of the offering, Nationstar hereby removes and withdraws from registration all securities of Nationstar registered pursuant to the Registration Statement that remain unsold as of the
date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form
S-3
and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Coppell, State of Texas, on this July 31, 2018. No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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Nationstar Mortgage Holdings Inc.
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By:
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S
/ A
MAR
P
ATEL
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Name:
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Amar Patel
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Title:
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Chief Financial Officer
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Nationstar Mortgage Holdings (NYSE:NSM)
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