Mr Cooper Group Inc (COOP)

[AZCowboy]

~ PC', YW' Remember, While WMIH Trades on the Nasdaq ~

... WMIHP ... (a 144a preferred) ... remains on the OTC' ...

the B's did not simultaneously transition to the NasDaq in the same fashion as the WMIH-Corp common security' ... I believe everyone needs to know this', and understand the basic's

~ know what you own' ~ and' ... who is involved'

What is a Rule 144A equity offering?

A Rule 144A equity offering is an unregistered offer and sale of equity securities issued by a U.S. or foreign company, the equity securities of which are neither listed on a U.S. securities exchange nor quoted on a U.S. automated inter-dealer quotation system. See “Frequently Asked Questions About Rule 144A—What securities are eligible for exemption under Rule 144A?”

Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), provides a non-exclusive safe harbor from the registration requirements of Section 5 of the Securities Act for certain offers and sales of qualifying securities by certain persons other than the issuer of the securities. A Rule 144A equity offering is usually structured so that the issuer first sells newly issued securities to an “initial purchaser,” typically a broker-dealer, in a private placement exempt
from registration under the Securities Act. The initial purchaser can then take advantage of the Rule 144A safe harbor to reoffer and resell the restricted securities immediately to qualified institutional buyers (“QIBs”).

Rule 144A provides that reoffers and re sales in compliance with the rule are not “distributions” and, therefore, the reseller is not an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. A reseller that is not the issuer, an underwriter, or a dealer can rely on the exemption provided by Section 4(a)(1) of the Securities Act. Resellers that are dealers can rely on the exemption provided by Section 4(a)(3) of the Securities Act.

Which securities are eligible for exemption under Rule 144A?

Equity securities offered pursuant to Rule 144A, when issued, must not be “fungible” with or substantially identical to a class of securities listed on a national securities exchange or quoted in an automated inter-dealer quotation system (“Listed Securities”). Common stock is deemed to be of the “same class” if it is of substantially similar character and the holders enjoy substantially similar rights and privileges. American Depositary Receipts (“ADRs”) are considered to be of the same class as the underlying equity security. Preferred stock is deemed to be of the same class if the terms of the preferred stock relating to dividend rate, liquidation preference, voting rights, convertibility, call, redemption, and other similar material matters are substantially identical. A convertible or exchangeable security with an effective conversion premium upon issuance (at pricing) of less than 10%, and a warrant with a term of less than three years or an effective exercise premium on issuance (at pricing) of less than 10%, will be treated as the “same class” as the underlying security. See also “Frequently Asked Questions About Rule 144A—Eligible Securities.”

... There's More' ...

http://media.mofo.com/files/Uploads/Images/FAQ-Rule-144A-Equity-Offerings.pdf