UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): ~~6/8/~~June 28, 2012

Nationstar Mortgage Holdings Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization)		~~NATIONSTAR~~Nationstar ~~MORTGAGE~~Mortgage LLC (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization)
6162 (Primary standard industrial classification code number)		6162 (Primary standard industrial classification code number)
001-35449 (Commission File Number)		333-171370 (Commission File Number)
45-2156869 (I.R.S. Employer Identification No.) 350 Highland Drive Lewisville, Texas 75067 (469) 549-2000 (Address, including zip code, and telephone number, including area code, of principal executive offices)		75-2921540 (I.R.S. Employer Identification No.) 350 Highland Drive Lewisville, Texas 75067 (469) 549-2000 (Address, including zip code, and telephone number, including area code, of principal executive offices)
45-2156869 (I.R.S. Employer Identification No.)		75-2921540 (I.R.S. Employer Identification No.)
350 Highland Drive Lewisville, Texas 75067 (469) 549-2000 (Address, including zip code, and telephone number, including area code, of principal executive offices)		350 Highland Drive Lewisville, Texas 75067 (469) 549-2000 (Address, including zip code, and telephone number, including area code, of principal executive offices)

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~ below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report)~~is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

~~Check~~¨ ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the filing obligation of the registrant~~ under ~~any~~ of the ~~following~~Securities ~~provisions:~~ Act

¨ ~~Written~~Soliciting ~~communications~~material pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act ~~(17 CFR 230.425)~~

¨ ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act ~~(17 CFR 240.14a-12)~~

¨ Pre-commencement communications pursuant to Rule ~~14d~~13e-24(bc) under the Exchange Act ~~(17 CFR 240.14d-2(b))~~

¨Item ~~Pre-commencement~~1.01 ~~communications~~Entry ~~pursuant~~into toa ~~Rule~~Material ~~13e-4(c)~~Definitive ~~under the Exchange Act (17 CFR 240~~Agreement.~~13e-4(c))~~

~~Item~~On 1June 28, 2012, Nationstar Mortgage LLC, a Delaware limited liability company (“Nationstar”) entered into an amended and restated asset purchase agreement (the “Amended and Restated Purchase Agreement”) with Residential Capital, LLC, Residential Funding Company, LLC, GMAC Mortgage, LLC, Executive Trustee Services, LLC, ETS of Washington, Inc.01, EPRE LLC, GMACM Borrower LLC and RFC Borrower LLC (collectively, the “Sellers”) in connection with proceedings before the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Case”). ~~Entry~~The Amended and Restated Purchase Agreement amends the previously announced asset purchase agreement that Nationstar and the Sellers entered into aon ~~Material~~March 13, ~~Definitive~~2012 to, among other things, (i) increase the aggregate purchase price by $125 million (or, if the mortgage servicing rights related to the loans guaranteed by Ginnie Mae and the related servicing advances are sold to another bidder, by $85 million), (ii) reduce, from $72 million to $24 million, the cash break-up fee that Sellers are required to pay to Nationstar under certain circumstances and eliminate Nationstar’s right to be reimbursed for up to $10 million of its expenses under certain circumstances, (iii) extend certain deadlines related to the Bankruptcy Case, past which Nationstar would be entitled to terminate the Amended and Restated Purchase Agreement and (iv) subject to certain conditions, permit Sellers to terminate the Amended and Restated Purchase Agreement in the event Sellers’ respective boards of directors determine in good faith that a failure to do so would constitute a breach of their fiduciary duties, provided they pay Nationstar the $24 million break-up fee.

OnIn ~~June 12,~~connection ~~2012,~~with ~~Nationstar~~its ~~Mortgage~~entry ~~LLC, a Delaware limited liability company (“Nationstar”) entered~~ into ~~an amended and restated asset purchase agreement (~~the “Amended and Restated ~~Asset~~ Purchase Agreement”), ~~with~~Nationstar ~~Aurora~~amended ~~Bank~~and ~~FSB,~~restated acertain ~~federal~~of ~~savings~~its ~~bank~~previously ~~organized~~announced ~~under~~co-investment ~~the~~agreements ~~laws of~~ (the ~~United~~“Amended ~~States,~~ and ~~Aurora~~Restated Current ~~Loan~~Co-Investment ~~Services~~Agreements”) ~~LLC, a Delaware limited liability company (collectively~~ with ~~Aurora~~Newcastle ~~Bank~~Investment ~~FSB,~~Corp. ~~the~~ (“~~Sellers~~Newcastle”). ~~The~~to reflect the Amended and Restated ~~Asset~~ Purchase Agreement. ~~restates~~In ~~the~~particular, ~~asset~~under ~~purchase~~the ~~agreement~~Amended ~~that Nationstar~~ and ~~the~~Restated ~~Sellers~~Current ~~originally~~Co-Investment ~~entered~~Agreements ~~into on March 6, 2012~~ (~~the “Asset Purchase Agreement”~~i) ~~and amends it~~ Newcastle ~~solely~~will topay ~~incorporate~~a ~~the~~portion ~~terms~~ of the ~~two~~$125 ~~letter~~million ~~agreements~~increase ~~that~~in ~~Nationstar~~the ~~entered~~aggregate ~~into~~purchase ~~on June 1~~price, ~~2012~~subject ~~(the “Letter Agreements”) and an amendment~~ to ~~the~~a ~~Asset~~$450 ~~Purchase~~million ~~Agreement~~overall ~~that~~cap ~~Nationstar~~on ~~entered~~Newcastle’s ~~into~~co-investment ~~on June 8~~commitment, ~~2012~~and ~~for~~ (ii) the ~~purpose~~amount of ~~implementing~~the ~~one~~break-up offee, ~~the~~if ~~Letter~~any, ~~Agreements.~~to ~~The~~which ~~material~~Newcastle ~~terms~~would ofbe entitled ~~the~~has ~~Letter~~been ~~Agreements~~reduced ~~are~~to ~~described~~reflect in the ~~Current~~reduction ~~Report~~in onthe ~~Form 8~~break-Kup ~~filed~~fee onpayable ~~June 7,~~by ~~2012,~~Sellers. ~~which~~Nationstar ~~description~~ is ~~hereby~~an ~~incorporated~~affiliate byof ~~reference~~the manager of Newcastle.

~~Pursuant~~The toforegoing summaries of the Amended and Restated ~~Asset~~ Purchase Agreement, onand ~~June 12,~~the ~~2012,~~Amended ~~Nationstar~~ and ~~the~~Restated ~~Sellers~~Current ~~closed~~Co-Investment onAgreements aare ~~portion~~qualified ~~of Nationstar’s~~in ~~purchase~~their ofentirety ~~the~~by ~~mortgage~~reference ~~servicing~~to ~~rights (~~the ~~“MSRs”)~~Amended and Restated ~~servicing~~Purchase ~~advance~~Agreement ~~receivables,~~and ~~which~~the ~~portion~~Amended ~~relates~~and toRestated ~~loans~~Current ~~in government~~Co-~~sponsored~~Investment ~~enterprise pools~~Agreements, ~~with~~which anare ~~unpaid~~filed ~~principal~~herewith ~~balance~~as ofExhibit ~~approximately $16~~2.1 ~~billion.~~ ~~The~~and ~~closing~~Exhibits ~~date~~10.1 ~~for~~through ~~the~~10.4, ~~remaining~~respectively, ~~MSRs~~ and ~~servicing~~are ~~advance~~incorporated ~~receivables~~herein ~~and the other assets contemplated~~ by ~~the Amended and Restated Asset Purchase Agreement is expected to occur on or about June 26, 2012~~reference.

Item 9.01. Financial Statements and Exhibits.

~~The~~(d) ~~following exhibits are filed with this Current Report pursuant to Item 1~~Exhibits.~~01.~~

(d) Exhibits


Exhibit Number		Description

2.1		Amended and Restated Asset Purchase Agreement, dated as of June 28, 2012, between Nationstar Mortgage LLC and Residential Capital, LLC, Residential Funding Company, LLC, GMAC Mortgage, LLC, Executive Trustee Services, LLC, ETS of Washington, Inc., EPRE LLC, GMACM Borrower LLC and RFC Borrower LLC
10.1		Amended and Restated Current Excess Servicing Spread Acquisition Agreement for FNMA Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR V LLC
10.2		Amended and Restated Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR IV LLC
10.3		Amended and Restated Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR VI LLC
10.4		Amended and Restated Current Excess Servicing Spread Acquisition Agreement for GNMA Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR VII LLC

~~10.1~~SIGNATURE ~~Amended and Restated Asset Purchase Agreement, dated as of June 12, 2012, among Aurora Bank FSB, Aurora Loan Services LLC and Nationstar Mortgage LLC.~~

2Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Nationstar Mortgage Holdings Inc. By: /S/ Anthony W. Villani Anthony W. Villani, Esq. Executive Vice President and General Counsel


Exhibit Number		Description

2.1		Amended and Restated Asset Purchase Agreement, dated as of June 28, 2012, between Nationstar Mortgage LLC and Residential Capital, LLC, Residential Funding Company, LLC, GMAC Mortgage, LLC, Executive Trustee Services, LLC, ETS of Washington, Inc., EPRE LLC, GMACM Borrower LLC and RFC Borrower LLC
10.1		Amended and Restated Current Excess Servicing Spread Acquisition Agreement for FNMA Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR V LLC
10.2		Amended and Restated Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR IV LLC
10.3		Amended and Restated Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR VI LLC
10.4		Amended and Restated Current Excess Servicing Spread Acquisition Agreement for GNMA Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR VII LLC

Nationstar Mortgage Holdings Inc.

Date: July 5, 2012

/s/ Anthony W. Villani

Anthony W. Villani

Executive Vice President and General Counsel

Filing Compare · Nationstar Mortgage LLC