Mr Cooper Group Inc (COOP)

[WithCatz]

A MW response, Regarding the spots on the TAB... Trust Advisory Board (TAB)

Permission of the original author was given to toss this here for discussion and thought...

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{NOT MY POST -- just the messenger :) }

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Reading yesterday's filing "Motion of Debtors for an Order Pursuant to Section 105(a) of the Bankruptcy Code and Bankruptcy Rule 9019, Approving Stipulation and Agreement by and Among the Debtors and the G&E Group" (#9279) I was wondering just how many WMB bondholder representatives are proposed for the Liquidating Trust Advisory Board (TAB), so I sent an email to EC Chair Willingham and just received a response. The answer, as you can see below, is that there is proposed to be one WMB Bondholder-related appointee from the EC side, Joel Klein (already known from the DS).

My query:

Dear Mr. Willingham,
I would like to try to clarify an issue regarding the proposed Trust Advisory Board (TAB) in the current Plan of Reorganization that is causing some confusion among shareholders such as myself. If you are able to help clarify this issue I will share the information with other shareholders by disseminating it to message boards. The issue is the proposed composition of the TAB, and specifically the proposed appointees who will fill the Equity Committee slots on the TAB.

From the proposed Disclosure Statement (#9179):
"The Trust Advisory Board will consist initially of seven (7) members, with three (3) of such members selected by the Creditors’ Committee (together with any successors, the “CC Members”), three (3) selected by the Equity Committee (together with any successors, the “EC Members”) and one (1) selected by the Creditors’ Committee subject to approval by the Equity Committee (together with any successor, the “CC-EC Member”), which approval will not be unreasonably withheld."

"Currently,
(i) Wells Fargo Bank, N.A. and Arnold Kastenbaum have been selected as CC Members of the Trust Advisory Board;
(ii) Joel Klein and Michael Willingham have been selected as EC Members of the Trust Advisory Board;
(iii) Matthew Cantor has been selected as the CC-EC Member of the Trust Advisory Board, and
(iv) William Kosturos has been named the Liquidating Trustee.
One CC Member and one EC Member have not yet been selected."

From this Disclosure Statement it thus appears that two of the three EC Members have been selected, with one EC Member not yet selected. Regarding the selection of Joel Klein, he appears to be associated with a group of WMB Bondholders.

Yesterday the Debtors filed a motion (#9279) for approval of a stipulated settlement of the G&E Group's proof of claim #2480, which appears to be related to WMB Bondholder claims. Part of the stipulation includes the following:
"The Debtors shall use their reasonable best efforts to have a representative of the G&E Group appointed by the Equity Committee as a member of the TAB."

The issue I am trying to clarify is as follows: is the "representative of the G&E Group appointed by the Equity Committee as a member of the TAB" (#9279) the same person as the proposed TAB EC Member Joel Klein (#9179)?

In other words, which of the following is correct for announced TAB EC Members?
(A)  (1) Joel Klein, (2) Michael Willingham, (3) representative of the G&E Group.
or
(B)  (1) Joel Klein (representative of the G&E Group), (2) Michael Willingham, (3) selection not yet announced.

Thank you for your help in clarifying this issue.
XXXXX XXXXX

Willingham's response:

Mr.  XXXXX,

There is only one representative from the G&E group that is contemplated to be represented on the liquidation trust.  Their candidate is Joel Klein.  So the answer is (B) at this point.

Thanks,

Mike

But... why should WMB Bondholders have a seat on the TAB, especially an EC slot? I didn't ask that question so I don't know for sure, but I'm guessing that it is related to yesterday's filing, which is a stipulated settlement of the WMB Bondholder claims for $15M (from proof of claim in the multiple $100Ms). Those claims would be placed into allowed subordinated claims, class 18. That class appears to be fully impaired, so would receive only Liquidating Trust interests as a distribution and would certainly want representation on the TAB. Why an EC slot though? I can only guess that this may be the result of the compromises that led to the proposed settlement of the claim, filed yesterday.

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The above was the total context of the approved post to bring here, courtesy of the GB.

Again, I did not write it nor do the leg work involved. Just bringing it here.

...Catz