Mr Cooper Group Inc (COOP)

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Authorized and Outstanding Capital Stock
The Washington Charter currently authorizes the Company to issue (i) up to 500,000,000 shares of its common stock and (ii) up to 5,000,000 shares of preferred stock. Under the Delaware Charter, Newco will be authorized to issue (i) up to 3,500,000,000 shares of its common stock, in order to allow Newco to issue an amount of common stock sufficient to effect a mandatory conversion of all shares of the Series B Convertible Preferred Stock and (ii) up to 10,000,000 shares of preferred stock. The increase in the number of authorized shares of common stock will become effective upon consummation of the Merger and related actions as described above. The additional shares of Newco common stock authorized pursuant to the Delaware Charter will have the same rights as the presently authorized shares of common stock of the Company, including the right to cast one vote per share of common stock. Although the authorization of additional shares will not, in itself, have any effect on the rights of any current holder of the Company’s common stock, the future issuance of additional shares of Newco common stock (other than by way of a stock split or dividend) would have the effect of diluting the voting rights and could have the effect of diluting earnings per share and book value per share of existing shareholders.
We plan to use a portion of the additional authorized shares of our common stock for the purpose of issuing shares under the 2012 Plan.

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