Mr Cooper Group Inc (COOP)

[hotmeat]

The first page of the LT Agreement states..........

"WMI LIQUIDATING TRUST AGREEMENT
WMI LIQUIDATING TRUST AGREEMENT, dated as of March 5, 2012 (this “Trust Agreement”), is by and among Washington Mutual, Inc. (“WMI”) and WMI Investment Corp. (“WMI Investment” and, together with WMI, the “Debtors”), as debtors and debtors-in-possession,"

I am continuously baffled how some here try to separate WMIIC from WMI, this is impossible. They are and will always be inextricably linked as Parent and Subsidiary.

Any assets of WMIIC currently held or managed by the FDIC/JPM belong to the estate. These assets CANNOT be liquidated by the FDIC/JPM since the will be under Safe Harbor protection.

These assets, once the bankruptcy is resolved, must be returned to the LT for liquidation and distribution to escrow holders. The Plan is the sole guideline as to how the distributions will be made.

Another fallacy is that the members of Tranche 6 are anything but Equity. Prefs...PQ, KQ and Reits and Commons are now all deemed as equity. The sole difference now is the modification of how the spoils will be shared. This was agreed to by all parties and is now the "LAW" of the case.




Pg 3 of LT Agreement...(bottom)
"In connection with the receipt of the Liquidating Trust Assets, the Liquidating Trust shall acquire and assume all of WMI’s rights and obligations pursuant to Section 2.4 of the Global Settlement Agreement,"

All WMI's rights, including the control of WMIIC's assets




Pg 17 of LT Agreement...
5.2 Liquidating Trust Assets Treated as Owned by Liquidating Trust Beneficiaries. For all United States federal income tax purposes, all parties (including, without limitation, the Debtors, the Reorganized Debtors, the Liquidating Trustee, and the Liquidating Trust Beneficiaries) shall treat the transfer
of the Liquidating Trust Assets to the Liquidating Trust as (1) a transfer of the Liquidating Trust Assets (subject to any obligations relating to those assets) directly to the Liquidating Trust Beneficiaries and, to the extent Liquidating Trust Assets are allocable to Disputed Claims, to the Liquidating Trust Claims Reserve, followed by (2) the transfer by such beneficiaries to the Liquidating Trust of the Liquidating Trust Assets (other than the Liquidating Trust Assets allocable to the Liquidating Trust Claims Reserve) in exchange for Liquidating Trust Interests. Accordingly, the Liquidating Trust Beneficiaries shall be treated for United States federal income tax purposes as the grantors and owners of their respective share of the Liquidating Trust Assets (other than such Liquidating Trust Assets as are allocable to the Liquidating Trust Claims Reserve, discussed below). The foregoing treatment shall also apply, to the extent permitted by applicable law, for state and local income tax purposes.

5.3 Tax Reporting.
(a) The Liquidating Trustee shall file Tax Returns for the Liquidating Trust treating the Liquidating Trust as a grantor trust pursuant to Treasury Regulation section 1.671-4(a) and in accordance with this Article V. The Liquidating Trustee also will annually send to each holder of a Liquidating Trust Interest a separate statement regarding the receipts and expenditures of the Liquidating Trust as relevant for United States federal income tax purposes and will instruct all such holders to use such information in preparing their United States federal income tax returns. "



The continued claims that the LT, as a Grantor Trust will not allow for the issuance of LTI's due to taxation issues are patently false.

As shown above, the LT Assets are taxed according to the relevant rules and also provides the necessary info for holders of LTI's to file.

The POR and LTA clearly stipulate that once claims of the last Tranche is paid off + interest, the LTI's will be redistributed to the next next tranche in line for payment.

The tax issues will not change since they are already in place and will not require new rules of application.

I am yet to see any FACT based info indicating Tranche 6 will not be issued LTI's and the distributions will not be divided, 75/25, as outlined in every document presented.