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Rating Action:

Moody's rates Wand Merger Corporation's senior unsecured notes B2

26 Jun 2018

New York, June 26, 2018 -- Moody's Investors Service, ("Moody's") assigned a B2 rating, stable outlook to Wand Merger Corporation (Wand)'s proposed issuance of $1.7 billion of new senior unsecured notes due 2023 and 2026. In addition, Moody's affirmed Nationstar Mortgage LLC's B2 corporate family rating, B2 senior unsecured notes. The outlook remains stable.

Assignments:

..Issuer: Wand Merger Corporation

.... Corporate Family Rating, Assigned B2

....Senior Unsecured Regular Bond/Debenture, Assigned B2

Outlook Actions:

..Issuer: Nationstar Mortgage LLC

....Outlook, Remains Stable

..Issuer: Wand Merger Corporation

....Outlook, Assigned Stable

Affirmations:

..Issuer: Nationstar Mortgage LLC

.... Corporate Family Rating, Affirmed B2

....Senior Unsecured Regular Bond/Debenture, Affirmed B2

RATINGS RATIONALE

On 13 February 2018, Nationstar Mortgage Holdings Inc. and WMIH Corp., Wand's wholly owned parent, announced their agreement to merge. The proceeds of Wand's unsecured bond offering are being used to fund the proposed merger with Nationstar Mortgage Holdings Inc. and its subsidiaries, including Nationstar Mortgage LLC, by WMIH. Wand was formed for the sole purpose of completing the acquisition and, at the closing of the acquisition, will be merged with and into Nationstar Mortgage Holdings Inc., with Nationstar Mortgage Holdings Inc. surviving the Merger. Upon the consummation of the Merger, Nationstar Mortgage Holdings Inc. will assume the obligations of Wand Merger Corporation.

The B2 ratings reflect Nationstar's fundamental credit profile and the company's position in the U.S. residential mortgage servicing market, constrained profitability, moderate financial leverage and the growth of its servicing portfolio, which is mitigated by its solid track record of acquiring and integrating residential mortgage servicing assets.

The stable rating outlook reflects our expectation that Nationstar will be able to maintain its solid servicing performance and reap the financial benefits of its larger servicing portfolio. It also reflects Moody's expectation that Nationstar's core profitability (which excludes changes in the value of mortgage servicing rights) will improve modestly and that the company will be able to maintain its leverage.

The ratings could be upgraded if the company demonstrates sustainable improvement in its financial performance, such as consistently achieving core pretax income to total assets of more than 1.5%, while maintaining its servicing performance and franchise value.

The ratings could be downgraded if the company's financial performance materially deteriorates, for example, if core pretax income to assets falls to less than .75% for an extended period of time. In addition, the ratings could be downgraded in the event of material negative regulatory actions.

Nationstar Mortgage Holdings Inc., a publicly-traded company (NYSE: NSM), is a provider of residential loan servicing and origination, and is currently the third largest residential mortgage servicer in the US with a servicing portfolio totaling $508 billion in unpaid principal balance (UPB) as of 31 December 2017.

The principal methodology used in these ratings was Finance Companies published in December 2016. Please see the Rating Methodologies page on www.moodys.com for a copy of this methodology.

REGULATORY DISCLOSURES

For ratings issued on a program, series or category/class of debt, this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the credit rating action on the support provider and in relation to each particular credit rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this credit rating action, and whose ratings may change as a result of this credit rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity.

Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating.

Gene Berman
Asst Vice President - Analyst
Financial Institutions Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653

Ana Arsov
MD - Financial Institutions
Financial Institutions Group
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653

Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653

No Related Data.
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