Nationstar investors outside Fortress prefer stock in WaMu deal

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Most Nationstar stockholders other than a Fortress affiliate are voting to accept shares rather than cash as a shell company holding Washington Mutual legacy businesses acquires the company.

Only a little over 15% of Nationstar's stockholders outside the Fortress affiliate (holders of almost 5 million shares) voted to receive cash consideration, while 69% (holders of more than 21 million shares) elected to receive stock.

More than 15% (holders of almost 5 million shares) failed to make a valid election, according to a preliminary tally of votes. Nationstar stockholders without a valid election receive shares.

The Fortress affiliate, FIF HE Holdings, holds 68 million shares and is electing to receive cash for all of them but will still own a little over 5% of WMIH's common stock after applying the deal's proration and adjustment procedures. FIF HE had previously disclosed it would make an election to receive cash for at least half of its shares.

Nationstar shareholders could receive $18 in cash or a little less than 12.78 shares of the WaMu shell company's common stock for each share of Nationstar common stock they own, under the terms of the deal. The offer was subject to proration that ensures 32% of the total outstanding shares are exchanged in WMIH Corp.'s acquisition of Nationstar.

WMIH's Wand Merger Corp. is merging with and into Nationstar, and Nationstar is becoming a wholly owned subsidiary of WMIH in the acquisition. The deal is on track to close July 31, subject to the satisfaction of closing conditions.

Nationstar recently entered into a new round of cost cutting and is planning workflow efficiencies aims at saving the company $30 million by the end of the year.

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Stocks M&A Nationstar WMIH Fortress Investment Group