UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~June~~July 2819, 2012

Nationstar Mortgage Holdings Inc. ~~(Exact name of registrant as specified in its charter) Nationstar Mortgage LLC (Exact name of registrant as specified in its charter)~~

Delaware (State or other jurisdiction of incorporation or organization)		Delaware (State or other jurisdiction of incorporation or organization)
001-35449 (Commission File Number)		333-171370 (Commission File Number)
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)

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

001-35449

(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)

Nationstar Mortgage LLC

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

333-171370

(Commission File Number)

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)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 1 7.01. ~~Entry~~Regulation ~~into~~FD aDisclosure ~~Material Definitive Agreement.~~

OnNationstar ~~June 12,~~Mortgage ~~2012,~~Holdings inInc. ~~connection~~and ~~with~~Nationstar ~~the~~Mortgage ~~acquisition~~LLC ofare ~~certain~~disclosing ~~residential~~on ~~mortgage~~this ~~servicing~~Current ~~assets~~Report ~~from~~on ~~Aurora~~Form ~~Loan~~8-K ~~Services~~the ~~LLC~~information ~~and~~included as ~~Aurora~~Exhibits 99.1, ~~Bank~~99.2, ~~FSB~~99.3 ~~(collectively,~~and ~~“Sellers”)~~99.4, ~~a bankruptcy-remote~~which ~~special~~information ~~purpose~~will ~~subsidiary~~be ofdisseminated ~~Nationstar~~in ~~Mortgage~~connection ~~LLC~~with (the ~~“Company”)~~transaction ~~entered~~described ~~into~~under aItem 8.01 ~~$150,000,000~~below ~~committed~~and ~~revolving~~includes ~~advance~~(i) the ~~financing~~audited ~~facility~~consolidated ~~(which~~financial ~~was~~statements ~~subsequently~~of ~~adjusted~~Residential ~~down~~Capital, LLC to(“ResCap”) ~~$100~~at December 31,~~000,000)~~ ~~with~~2011 ~~Wells~~and ~~Fargo Bank~~2010, ~~N.A.~~and ~~(the~~for ~~“Wells~~each ~~Fargo~~of ~~Agency~~the ~~Advance~~three ~~Facility”)~~years ~~secured~~in bythe ~~receivables~~period ~~representing~~ended December 31, 2011; (ii) the ~~right~~unaudited tocondensed beconsolidated ~~reimbursed~~financial bystatements of ResCap for the ~~Federal~~periods ~~Home~~ended March 31, ~~Loan~~2012 ~~Mortgage~~and ~~Corporation~~2011; (iii) the ~~“Agency~~unaudited ~~Receivables”)~~pro ~~for~~forma ~~(i) advances~~combined ~~made~~balance orsheet ~~acquired by~~of ~~the~~Nationstar ~~Company~~Mortgage LLC as of ~~delinquent~~March 31, ~~principal~~2012 and ~~interest~~the ~~and~~unaudited ~~tax~~pro ~~and~~forma ~~insurance~~combined ~~escrow~~statement ~~payments~~of ~~when~~operations for the ~~borrower~~year onended ~~the~~December ~~underlying~~31, ~~mortgage~~2011 ~~loan~~and ~~has~~the three ~~not~~months ~~made~~ended ~~such~~March ~~payments~~31, 2012; and (iiiv) ~~advances~~other ~~made~~recent ordevelopments ~~acquired~~relating byto ~~the~~Nationstar ~~Company~~Mortgage ofHoldings ~~fees~~Inc., ~~costs~~Nationstar ~~and~~Mortgage ~~expenses to~~LLC ~~enforce~~and ~~remedies~~Nationstar ~~with~~Capital ~~respect~~Corporation. toCertain ~~defaulted~~of ~~mortgage~~this ~~loans~~information ~~and~~has tonot ~~foreclose~~previously ~~on,~~been ~~manage~~made ~~and~~publicly available ~~liquidate~~by ~~the~~Nationstar ~~related~~Mortgage ~~properties~~Holdings ~~securing~~Inc. ~~such~~or ~~mortgage~~Nationstar ~~loans,~~Mortgage ~~with~~LLC aand ~~twelve-month~~may ~~revolving~~be ~~period~~deemed ~~and~~to abe ~~stated~~material. This ~~maturity~~Current ~~date~~Report on ~~the~~Form ~~date~~8-K ~~that~~also isupdates ~~twelve months~~certain ~~following~~information ~~the~~previously ~~initial~~reported ~~funding~~by Nationstar Mortgage Holdings Inc. and Nationstar Mortgage LLC.

AsThe ofinformation ~~June~~included under Item ~~28,~~7.01 ~~2012~~above, intogether ~~connection~~ with ~~the~~Exhibits 99.1, ~~acquisition of certain residential mortgage servicing assets from Sellers~~99.2, ~~certain bankruptcy-remote special purpose subsidiaries of the Company entered into three (~~99.3~~) committed~~ ~~revolving advance financing facilities (each a “Non-Agency Advance Facility”~~ and 99.4 ~~collectively~~hereto, ~~the~~is ~~“Non-Agency~~being ~~Advance Facilities” and~~furnished, ~~together~~not ~~with the Wells Fargo Agency Advance Facility~~filed, ~~the~~pursuant ~~“Advance~~to ~~Facilities”)~~this ~~secured~~Form ~~by pools of receivables (the “Non~~8-~~Agency~~K. ~~Receivables”~~Such ~~and,~~information ~~together~~shall ~~with the~~not ~~Agency Receivables, the “Receivables”) representing the right to~~ be ~~reimbursed~~deemed ~~under~~filed ~~certain designated mortgage loan servicing agreements~~ for ~~(i) advances~~purposes ~~made or acquired by the Company~~ of ~~delinquent principal and interest and tax and insurance escrow payments when the borrower on the underlying mortgage loan has not made such payments; (ii)~~Section ~~advances~~18 ~~made or acquired by the Company~~ of ~~fees, costs and expenses to enforce remedies with respect to defaulted mortgage loans and to foreclose on, manage and liquidate~~ the ~~related~~Securities ~~properties~~Exchange ~~securing~~Act ~~such~~of ~~mortgage loans and (iii) certain earned but unpaid servicing fees~~1934, as ~~follows: (x) a $450~~amended,~~000,000~~ ~~Non-Agency~~or ~~Advance~~otherwise ~~Facility~~subject ~~with~~to ~~Wells Fargo Bank, N.A. (~~the ~~“Wells~~liabilities ~~Fargo~~of ~~Non-Agency Advance Facility”) with a twelve-month revolving period and a stated maturity date on the date~~ that ~~is twelve months following the initial funding; (y) a $600,000,000 (reducing to $500,000,000 on~~Section. ~~March 15,~~The ~~2013)~~information ~~Non-Agency~~furnished ~~Advance~~in ~~Facility~~this ~~with~~Form ~~Credit Suisse AG (the “Credit Suisse Advance Facility”) with a twenty~~8-~~four~~K ~~month~~also ~~revolving~~shall ~~period~~not ~~and~~be adeemed ~~stated~~incorporated ~~maturity~~by ~~date~~reference oninto ~~the~~any ~~date~~registration ~~that~~statement isor ~~twenty-four~~other ~~months~~document ~~following~~filed ~~the~~pursuant ~~end~~to of the ~~revolving~~Securities ~~period and (z) a $350~~Act,~~000,000~~ ~~Non-Agency~~except ~~Advance~~to ~~Facility with The Royal Bank of Scotland plc (~~the ~~“RBS~~extent ~~Advance~~expressly ~~Facility”)~~set ~~with~~forth aherein ~~revolving~~or ~~period~~by ofspecific reference ~~364~~in ~~days~~such ~~and~~ a ~~stated maturity date that is twenty-four months following the end of the revolving period~~filing.

~~Interest on the variable funding notes issued under the Advance Facilities will bear interest at (i)~~Item LIBOR plus certain specified margins, in the case of the Wells Fargo Agency Advance Facility and the Wells Fargo Non-Agency Advance Facility, and (ii) a cost of funds rate (in the case of amounts funded through the issuance of commercial paper) or LIBOR (in the case of amounts funded other than through the issuance of commercial paper) plus, in each case, certain specified margins, in the case of the Credit Suisse Non-Agency Advance Facility and the RBS Non-Agency Advance Facility8.01. InOther ~~addition,~~Events ~~the Company will pay certain fees pursuant to each of the Advance Facilities as specified therein.~~

~~Each~~On ~~Advance~~July 19, ~~Facility~~2012, isNationstar ~~non-recourse~~Mortgage toLLC ~~the Company~~ and isNationstar ~~structured~~Capital asCorporation an(together ~~issuance~~with ofNationstar ~~asset-backed~~Mortgage ~~notes~~LLC, ~~under which~~ the ~~Company~~“Issuers”) ~~sells,~~issued ~~assigns~~a ~~and~~press ~~transfers~~release ~~its~~announcing ~~right, title and interest in and to~~ the ~~applicable~~ ~~Receivables~~commencement toof a proposed ~~newly-formed,~~offering ~~bankruptcy-remote,~~of ~~special~~$100 ~~purpose~~million ~~limited~~aggregate ~~liability~~principal ~~company~~amount ~~formed for the purpose~~ of ~~entering~~9.625% ~~into~~Senior ~~the~~Notes ~~transactions~~due ~~contemplated~~2019, byguaranteed ~~the~~on ~~relevant~~a ~~Advance~~senior ~~Facility;~~basis ~~such~~by ~~limited~~certain ~~liability~~of ~~company~~Nationstar ~~sells, assigns~~Mortgage ~~and~~LLC’s ~~transfers~~wholly ~~its~~owned ~~right,~~subsidiaries ~~title~~(the ~~and~~“Additional ~~interest~~Notes”). inThe ~~and~~Additional Notes toare ~~such Receivables to~~ a ~~newly~~follow-~~formed,~~on ~~bankruptcy-remote~~issue ~~Delaware~~to ~~statutory~~the ~~trust~~Issuers’ ~~(each,~~$275 anmillion ~~“Advance~~aggregate ~~Facility~~principal ~~Issuer”)~~amount ~~and~~of ~~such~~9.625% ~~Advance~~Senior ~~Facility~~Notes ~~Issuer~~due ~~enters~~2019 ~~into~~issued anon ~~indenture (each~~April 25, an2012 (the “~~Advance~~Existing ~~Facility Indenture~~Notes”) ~~with~~and anform ~~indenture~~a ~~trustee~~single ~~pursuant~~series toof ~~which~~debt itsecurities ~~issues~~with ~~variable~~the ~~funding~~Existing Notes. ~~notes~~The topress ~~one~~release orannouncing ~~more~~the ~~financial~~commencement ~~institutions~~of orthe anproposed ~~asset-backed~~offering ~~commercial~~is ~~paper~~attached ~~conduit~~hereto ~~administered~~as byExhibit ~~such financial institutions secured by a pledge of its right~~99.5, ~~title~~ and ~~interest~~is inincorporated ~~and~~by toreference ~~such Receivables~~herein.

The ~~funding~~Additional ~~availability~~Notes ~~under each~~are ~~Advance~~being ~~Facility~~offered ~~will~~and besold ~~determined~~only ~~from~~to ~~time~~“qualified toinstitutional ~~time~~buyers” ~~based~~(as ondefined ain ~~borrowing~~Rule ~~base~~144A ~~computation~~under ~~pursuant~~the toSecurities ~~which~~Act of 1933, as amended (the ~~outstanding~~“Securities ~~unreimbursed~~Act”) and ~~balance~~outside ofthe ~~each~~United ~~different~~States ~~type~~to ofnon-U.S. ~~relevant~~persons ~~Receivable~~in ~~will~~offshore betransactions ~~multiplied~~in byaccordance ~~discount~~with ~~factors~~Regulation ~~applicable to~~S ~~such~~under ~~type~~the Securities Act. ~~These~~Therefore, ~~discount~~the ~~factors~~Additional ~~are~~Notes will be subject to ~~reduction~~restrictions ~~based~~ on ~~the~~transferability ~~characteristics~~and ofresale, ~~the~~and ~~related~~may ~~Receivables~~not be transferred or ~~the~~resold ~~mortgage~~absent ~~loans~~an toeffective ~~which~~registration ~~they~~statement ~~relate~~or ~~and~~an ~~various~~applicable ~~Receivable~~exemption ~~performance~~from ~~metrics~~such registration requirements of the Securities Act. ~~The~~This ~~borrowing~~Current ~~base~~Report ~~for~~on ~~each~~Form ~~Advance~~8-K ~~Facility~~shall not constitute an offer to sell or the solicitation of an isoffer ~~also~~to ~~derived~~buy, nor shall there be any sale of the Additional Notes in ~~part~~any state in which such offer, ~~based~~solicitation onor ~~certain~~sale ~~concentration~~would ~~limits~~be ~~applicable~~unlawful prior to registration or qualification under the ~~relevant~~securities ~~Receivables~~laws of any such state.

~~Each Advance Facility Indenture contains customary representations and warranties, as well as affirmative and negative covenants~~Item 9.01. ~~Affirmative~~Financial ~~covenants~~Statements ~~include, among others, financial~~ and ~~other~~Exhibits reporting requirements, provision of notices of material events, maintenance of existence, maintenance of books and records, compliance with laws, compliance with covenants under the designated servicing agreements and maintaining certain servicing standards with respect to the Receivables and the related mortgage loans.

~~Negative~~The ~~covenants~~following ~~include~~exhibits are furnished or filed, ~~among~~as ~~others~~applicable, ~~limitations~~with onthis ~~amendments~~Current Report pursuant to ~~the~~Item 7.01 ~~designated~~and ~~servicing~~Item ~~agreements~~8.01. Residential Capital, ~~limitations~~LLC onis ~~netting~~not ~~or offsets~~required to file reports with ~~respect~~the Securities and Exchange Commission pursuant to ~~the~~Section ~~collections~~13(a) ~~under~~or Section 15(d) of the ~~designated~~Securities ~~servicing~~Exchange ~~agreements~~Act ~~and~~of ~~limitations~~1934. onAs ~~amendments~~a toresult, the ~~seller’s~~financial ~~procedures~~statements included in Exhibits 99.1 and ~~methodology~~99.2 ~~for~~may ~~reimbursing~~not ~~the~~include ~~Receivables~~all orof ~~determining~~the disclosures that ~~Receivables~~issuers ~~have become~~filing ~~non-recoverable~~such reports are required to make.

~~Each of the Wells Fargo Agency Advance Facility, the Wells Fargo Non-Agency Advance Facility and the RBS Non-Agency Advance Facility includes financial covenants with respect to~~ (id) ~~the~~ ~~Company’s~~Exhibits ratio of Total Indebtedness to Tangible Net Worth (each as defined in the applicable Advance Facility Indenture); (ii) the Company’s minimum Liquidity (as defined in the applicable Advance Facility Indenture) and (iii) the Company’s minimum Tangible Net Worth (as defined in the applicable Advance Facility Indenture). The Credit Suisse Non-Agency Advance Facility includes early amortization events, the effect of which are to terminate the revolving period thereunder, in respect of financial tests (measured on a monthly basis) concerning (i) the Company’s ratio of Total Indebtedness to Tangible Net Worth (each as defined in the applicable Advance Facility Indenture); (ii) the amount of available borrowing capacity under the Company’s committed servicer advance funding facilities; (iii) the Company’s minimum Tangible Net Worth (as defined in the applicable Advance Facility Indenture) and (iv) the average operating net income of the Company.

Each Advance Facility Indenture contains customary events of default, including, among others, non-payment of principal, interest or other amounts when due (subject to a grace period for payment of interest and certain other amounts), inaccuracy of representations and warranties, violation of covenants, cross defaults and cross-acceleration with respect to certain other indebtedness, bankruptcy, insolvency or inability to pay debts, certain undischarged judgments, the applicable Advance Facility Issuer becoming subject to registration as an “investment company” within the meaning of the Investment Company Act of 1940, as amended, the occurrence of a borrowing base deficiency, the failure of the applicable Advance Facility Issuer to own the Receivables free and clear of liens other than permitted liens or the applicable trustee under the applicable Advance Facility Indenture to have a first priority perfected security interest in the related Receivables and the failure to maintain required hedging. Upon the occurrence and during the continuance of an event of default under the Advance Facility Indentures, the requisite percentage of the related noteholders may declare the notes and all other obligations of the applicable Advance Facility Issuer thereunder immediately due and payable and may terminate the commitments. A bankruptcy event of default causes such obligations automatically to become immediately due and payable and the commitments automatically to terminate.



99.1		Audited Consolidated Financial Statements of Residential Capital, LLC at December 31, 2011 and 2010, and for each of the three years in the period ended December 31, 2011, and accompanying independent auditors’ report and notes thereto.

99.2		Unaudited Condensed Consolidated Financial Statements of Residential Capital, LLC for the periods ended March 31, 2012 and 2011, and accompanying notes thereto.

99.3		Unaudited Pro Forma Combined Balance Sheet of Nationstar Mortgage LLC and subsidiaries, dated as of March 31, 2012 and the Unaudited Pro Forma Combined Statement Of Operations of Nationstar Mortgage LLC and its subsidiaries for the year ended December 31, 2011 and the three months ended March 31, 2012.

99.4		Disclosures regarding Nationstar Mortgage Holdings Inc., Nationstar Mortgage LLC and Nationstar Capital Corporation.

99.5		Press Release dated July 19, 2012.

~~Item~~SIGNATURES ~~2.01 Completion of Acquisition or Disposition of Assets.~~

OnPursuant ~~June 28,~~to ~~2012,~~ the ~~Company~~requirements ~~completed~~of the ~~previously~~Securities ~~announced~~Exchange ~~acquisition~~Act of ~~approximately $63.68 billion of residential mortgage servicing rights~~1934, as measured by unpaid principal balance, approximately $1.74 billion of related servicing advance receivables and certain other assets from Sellers for an aggregate purchase price of approximately $1.96 billion (the ~~“Acquisition”).~~registrants ~~The~~have ~~Company~~duly ~~funded~~caused ~~the~~this ~~purchase~~report ~~price~~to ~~through~~be ~~a combination~~signed ~~of cash~~ on ~~hand,~~their ~~the~~behalf ~~proceeds of a co-investment~~ by ~~Newcastle Investment Corp. (“Newcastle”) and~~ the ~~proceeds~~undersigned ~~from~~hereunto ~~the~~duly ~~Advance Facilities~~authorized. ~~The Company is an affiliate of the manager of Newcastle.~~

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


	Nationstar Mortgage Holdings Inc.

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

	Nationstar Mortgage LLC

Date: July 19, 2012	By:	/s/ Anthony W. Villani
		Anthony W. Villani, Esq.
		Secretary

The information in Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

On June 29, 2012, Nationstar Mortgage Holdings Inc. issued a press release announcing the completion of the Acquisition. A copy of the press release is attached as Exhibit 99.1 hereto, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press release dated June 29, 2012

SIGNATURE

Pursuant 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.

	Nationstar Mortgage Holdings Inc.
Date: July 5, 2012	By:	/s/ Anthony W. Villani
		Anthony W. Villani
		Executive Vice President and General Counsel
	Nationstar Mortgage LLC
Date: July 5, 2012	By:	/s/ Anthony W. Villani
		Anthony W. Villani
		Secretary

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press release dated June 29, 2012

Filing Compare · Nationstar Mortgage LLC