Mr Cooper Group Inc (COOP)

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***WMIH FILING***RULE 424B3***Explanation***


https://www.sec.gov/Archives/edgar/data/933136/000119312515400186/d29830d424b3.htm


http://www.wowlw.com/filing-with-the-sec/rule-424b-the-matrix/



Rule 424(b) – The Matrix
By L&W Capital Markets Group on December 7, 2010
Posted in Filing with the SEC, Form S-3 and Shelf Registration
This week we tackle the various sections of Rule 424(b), how they are used and what you have to file by when. We have done this in the form of a matrix (which we very much hope you will find easier to follow than the somewhat convoluted plot of The Matrix). This chart is not a substitute for a careful review of the rules, of course (and it won’t answer the question whether Neo really is “the One”), but it should help you sort through 424(b)’s various provisions.

Section
Application
Filing Deadline
424(b)(1) Used to convey information previously omitted from a prospectus filed as part of an effective registration statement pursuant to Rule 430A – i.e., pricing-related information Bear in mind that Rule 430A provides a safe harbor for changes in volume or price up to 20 percent (and can also be used for changes greater than 20 percent if they would not materially change the disclosure). There are lots of twists and turns to this – for a discussion of how Rule 430A works, see our Client Alert “Upsizing and Downsizing Your IPO” as well as C&DIs 227.01-227.03 Second business day after the earlier of pricing or first use
424(b)(2) Used in connection with:
primary offerings under Rule 415(a)(1)(x) (basically, shelf offerings by S-3 eligible issuers) to convey information omitted in reliance on Rule 430B–What might that be? In the case of a WKSI shelf, that’s a wide range of information (plan of distribution; a description of the securities registered other than an identification of the name or class); and for both WKSIs and non-WKSIs, it also includes information that is unknown or not reasonably available under Rule 409
primary offerings on a delayed basis under Rule 415(a)(1)(vii) (mortgage-related securities) to convey information omitted in reliance on Rule 430B
primary offerings on a delayed basis under Rule 415(a)(1)(viii) (business combination transactions) to convey the public offering price, description of securities and similar information
Second business day after the earlier of pricing or first use
424(b)(3) Used to convey facts or events other than those covered by 424(b)(1), (2) or (6) that were not contained in the previous filing or are a substantive change to it Fifth business day after the date of first use
424(b)(4) Used when both 424(b)(1) and 424(b)(3) information is being conveyed