Mr Cooper Group Inc (COOP)

[David West]

Some useful links and numbers:

Reorganized WAMU Calculator Formula

http://www.geishababy.com/WaMu/ReorganizedWAMUCalculatorFormula.aspx?TPSPercentageRejectingReleases=0&WAMKQPercentageRejectingReleases=0&WAMPQPercentageRejectingReleases=0&WAMUQPercentageRejectingReleases=0&NoteholderPurchasePercentage=1&DIMEQCommonOwnershipPercentage=0.0877&EstimatedValueOfSubordinatedClaims=35000000&PreferredOwnershipPercentage=0.75

Data is dated and some numbers are inaccurate, such as the final rate of conversion for common shares, which is one new common share in WMIH for each 29.188558085231 old shares of WAMUQ owned. The final rate of conversion increased slightly from the original rate of conversion due to the court’s release of shares that did not give releases. This act also caused common shares to be reduced from approximately 1.7B shares to 1.4B shares.

Example:

Your old shares divided by 29.188558085231 = new shares

Or:

500,000 old shares divided by 29.188558085231 = 17,129.999999999800 new shares

Rounded to 17,130

Reorganized WAMU Calculator Formula

This formula is based on MrSesameSeed's interpretation of POR 7 available at http://www.kccllc.net/documents/0812229/0812229111212000000000003.pdf. Since the calculator was originally made, the revised proposed plan and confirmed plan have been released. I have not had time to update the page references using these new documents, but I have made my best effort to ensure the changes in them are reflected in the calculations.

Assumptions

•There are 1,704,958,913 WAMUQ shares available. (POR 7 PDF Page 24)

•There are 20,000,000 WAMKQ shares available with a par value of $35,000,000 each for a total par value of $500,000,000. (Common knowledge)

•There are 3,000,000 WAMPQ shares available with a par value of $1,000 each for a total par value of $3,000,000,000. (Common knowledge)

•TPS (a.k.a REIT Series) has a par value of $4,000,000,000 and is currently classed as a preferred equity. TPS holders may choose to reject this POR (and forfeit any distribution to them) and rely on their pending appeal for a greater recovery. (POR 7 PDF Page 52)

•There are to be 200,000,000 common equity shares in the new company. (POR 7 PDF Page 39)

•Noteholders have the option to purchase up to 5 % of the 200,000,000 shares (which works out to 10,000,000 shares) if they choose to do so. (Revised Proposed Plan PDF Page 148)

•Preferred and common equity will split the new company shares after the noteholder shares have been subtracted from the 200,000,000. (POR 7 PDF Pages 24 and 73)

•Preferred equity (WAMKQ, WAMPQ, and TPS) will own 75 % of the available common shares in the new company. (POR 7 PDF Page 73)

•Common equity (WAMUQ) will own the remaining 25 % of the shares in the new company. (POR 7 PDF Page 75)

•DIMEQ was determined to be common equity and will share/dilute WAMUQ's 25 % ownership. (POR 7 PDF Pages 74 and 75)

•Some claims were subordinated to the level of common equity interests. The determination of their pro-rata shares will be found by dividing the value of their claims (which you estimated to be $500,000,000) by the share price at the close of business the day before the petition date (which is $1.69). This amount of shares will be added the the common's 1,704,958,913 shares in order to determine their ownership % of the amount available to commons. (POR 7 PDF Pages 74 and 75)

Calculation Explanation

•You anticipate noteholders will purchase 100.0000 % of the 10,000,000 common shares in the new company available to them (which works out to 10,000,000 shares). Subtracting this from the original 200,000,000 shares leaves 190,000,000 common shares in the new company available for preferred and common equity to share.

•You anticipate 0.0000 % of WAMKQ and 0.0000 % of WAMPQ will not grant releases (and forfeit their distribution). Taking this into account, the total WAMKQ&WAMPQ preferred equity is $3,500,000,000 ($500,000,000 for WAMKQ + $3,000,000,000 for WAMPQ). You anticipate 0.0000 % of the TPS holders not grant releases (and forgeit their distribution). This makes the total value of all preferred equity $7,500,000,000 ($3,500,000,000 for WAMKQ&WAMPQ + $4,000,000,000 for TPS).

•Therefore, WAMKQ&WAMPQ preferred equity own 46.6667 % of the total preferred equity ($3,500,000,000/$7,500,000,000).
•Because preferred equity is to receive 75 % of the 190,000,000 shares available, that leaves preferred equity with 142,500,000 common shares in the new company to share.

•With WAMKQ&WAMPQ preferred equity owning 46.6667 % of all preferred equity, that leaves WAMKQ&WAMPQ preferred equity with 66,500,000 common shares in the new company to share.

•If we split the WAMKQ&WAMPQ ownership into their individual classes, we find that WAMKQ owns 14.2857 % ($500,000,000/$3,500,000,000) and WAMPQ owns 85.7143 % ($3,000,000,000/$3,500,000,000) of the WAMKQ&WAMPQ preferred equity.

•Therefore WAMKQ owners will share 14.2857 % of the 66,500,000 common shares in the new company (which works out to 9,500,000 shares). Dividing by the number of WAMKQ shares (which have been reduced by 0.0000 % because of those not granting releases) shows us that each WAMKQ share would receive 0.475000 common shares in the new company.

•Likewise, WAMPQ owners will share 85.7143 % of the 66,500,000 common shares in the new company (which works out to 57,000,000 shares). Dividing by the number of WAMPQ shares (which have been reduced by 0.0000 % because of those not granting releases) shows us that each WAMPQ share would receive 19.000000 common shares in the new company.

•Because common equity will receive 25 % of the 190,000,000 shares available, that leaves common equity with 47,500,000 common shares in the new company to share.

•You anticipate DIMEQ will own 8.7700 % of those shares (which works out to 4,165,750 shares).

•Subtracting the shares owned by DIMEQ leaves 43,334,250 common equity shares in the new company for WAMUQ owners (and those holders of claims subordinated to common equity interests) to share. Dividing by 1,725,668,972 shares (which is found by taking the number of WAMUQ shares (which have been reduced by 0.0000 % because of those not granting releases) and adding the subordinated claim shares) shows us that each WAMUQ share would receive 0.025112 common shares in the new company.

•The estimated value per common share of the new company is simply found by dividing your estimated value of the reorganized company by the 200,000,000 shares available.

•The estimated value in the new company per each current WAMU security is simply found by multiplying the estimated value per common share in the new company by the number of common shares in the new company that we just determined the WAMU security would receive.

Conclusions

•Each WAMUQ share would receive 0.025112 common shares in the new company.
•Each WAMKQ share would receive 0.475000 common shares in the new company.
•Each WAMPQ share would receive 19.000000 common shares in the new company.

Other Useful Links:

Link to KCC LLC List of Documents, Washington Mutual, Inc. Case Number: 08-12229

https://www.kccllc.net/wamu/document/list

Link to KCC LLC List of Documents, WMI Liquidating Trust Case Number: 08-12229

http://www.wmitrust.com/WMITrust

Link to Purchase and Assumption Agreement

https://www.fdic.gov/about/freedom/Washington_Mutual_P_and_A.pdf

Link to Settle and Release Agreement (GSA)(December 13, 2011)

https://www.fdic.gov/news/news/press/2011/pr11192b.pdf

Link to Washington Mutual, Inc.: Delaware Bankruptcy Court Limits Debtors’ Release of Third Parties

http://www.jonesday.com/files/Publication/63effefb-e86a-4bff-92a5-576157cc5c91/Presentation/PublicationAttachment/324167d9-d483-4f5d-8452-5a13993688df/WaMu%20Third%20Party%20Releases%20BRR%20March_April%202011.pdf

Link to Confirmed POR7

https://www.kccllc.net/documents/0812229/0812229120224000000000001.pdf

Link to Declaration of Jonathan Goulding
https://www.kccllc.net/wamu/document/0812229120213000000000024

Link to Hearing Testimony of Slimeball Kosturos, 12/02/10

https://www.scribd.com/doc/63319846/Washington-Mutual-WMI-Closing-Argument-of-the-Equity-Committee-1st-Confirmation-Hearing-in-December-2010

Link to Where the Legendary $4B Went

http://www.businessinsider.com/wamu-gives-up-claims-against-fdic-and-jpmorgan-chase-in-exchange-for-6-billion-2010-3