Investigation Overview
An investigation on behalf of investors, who currently hold shares of Nationstar Mortgage Holdings Inc (NYSE:NSM), was announced concerning whether the takeover of Nationstar Mortgage Holdings Inc. by WMIH Corp for $18.00 per share is unfair to NYSE:NSM stockholders.
The investigation by a law firm concerns whether certain officers and directors of Nationstar Mortgage Holdings Inc breached their fiduciary duties owed to NYSE:NSM investors in connection with the proposed acquisition.
On February 13, 2018, WMIH Corp. (NASDAQ: WMIH) and Nationstar Mortgage Holdings Inc. (NYSE: NSM) announced that they have entered into a definitive merger agreement. Under the terms of the agreement, Nationstar shareholders may elect to receive $18.00 in cash or 12.7793 shares of WMIH common stock for each share of Nationstar common stock they own, subject to an overall proration to ensure that 32% of the total outstanding Nationstar shares are exchanged for the stock consideration.
However, given that at least one analyst has set the high price target for NYSE:NSM shares at $23.00 per share, the investigation concerns whether the offer is unfair to NYSE:NSM stockholders. In addition, given that an entity owned by investment funds managed by an affiliate of Fortress Investment Group LLC, holding approximately 68% of Nationstars voting shares, has contractually already agreed to support the transaction and elect cash consideration for approximately 34 million shares, subject to proration, the investigation concerns whether the Nationstar Mortgage Holdings Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.