Mr Cooper Group Inc (COOP)

[wwhatthe]

Just a little Research and all IMHO…

In regard to the… 75%/25% all the way to the end.

In the … PROVISION FOR TREATMENT OF PREFERRED EQUITY INTEREST (CLASS 19)

The term ”any Liquidating Trust Interests to be redistributed”
Or the term “to be redistributed”

Is relied on by some… as the basis for proof … of the “75%/25% all the way to the end”

Just for clarity…
We can look at other parts of the document to see how the term “to be redistributed” is used…

Let’s look at Class 2 then Class 19…
All IMHO…

In the ARTICLE’s of CLASSIFICATION and TREATMENT of CLAIMS… It first explains what the claimholders are entitled to receive with respect to their Allowed Claim. We then have an “if statement”, followed by a “command statement”.

The claimholders Recovery can be “Creditor Cash”. Which is any and all cash from WAMU accounts… (Not including customer’s deposits).

For example…
If The Trust Preferred Securities Group (TPS)… gave WAMU… $4 Billion Dollars… that $4 Billion Dollars will not go back to the TPS group, but instead it will be put in the same pile with all of the other Creditors cash and be used to pay class 1’s claim… Then what’s left over, will go to pay class 2, then class 3 and so on.

The Recovery can also be “Liquidating Trust Interests”

From QQQ. Of the CONFIRMATION ORDER (link at Bottom)
“Liquidating Trust Interests” can be Cash from the Liquidating Trust… Or Runoff Notes and/or Reorganized Common Stock.

The “Creditors cash” or “Liquidating Trust Interests”… can also be coming from… any cash or “Liquidating Trust Interests”… that’s not used in the previous Allowed claim… any cash or “Liquidating Trust Interests” in excess of the previous claim will move on to the next claim.

So… the recovery can be a combination of “Creditor Cash”, “Cash from the Liquidating Trust”, “Runoff Notes” or “Reorganized Common Stock”.


But first… the ARTICLE explains what the claimholders are entitled to receive…

We then have the “if statement”, followed by a “command statement”.
The if statement starts with “in the event that…”

And… if the “if statement” is “true”… Then the “command statement” is carried out…
And we move on to the next Claim.


In ARTICLE V (CLASS 1)… Allowed Priority Non-Tax Claim.
Class 1 receives all cash… so lets move on to class 2…

In ARTICLE VI (CLASS 2)… Allowed Senior Notes (Fixed Rate Notes.and Floating Rate Notes)

6.1 Treatment of Senior Notes Claims
(This is the description of Class 2 Allowed Claim. It’s the claimholders Fixed Rate Notes.or Floating Rate Notes Claim)


It says, with respect to recoveries…
…each holder of an Allowed Senior Notes Claim relating to a Fixed Rate Note shall receive, in full satisfaction… such holder’s Pro Rata Share of (i) Creditor Cash and (ii) Liquidating Trust Interests, in an aggregate (the sum) amount equal to such holder’s Allowed Senior Notes Claim and Intercreditor Interest Claim.

We can ignore the reference to “Intercreditor Interest Claim”.
(Intercreditor Interest Claim refers to the Rights and priority … of the first lien claimholder’s rights over the second lien claimholder’s rights. These rights are among the creditors and will remain intact and untouched)…

So… CLASS 2 will receive Creditor Cash and Liquidating Trust Interests,
(Liquidating Trust Interests is Cash from the Liquidating Trust… Runoff Notes and/or Reorganized Common Stock).

After the document describes what CLASS 2 claimholders, are entitled to receive…
Under the title “Limitation on Recovery”

We then have the “if statement”, followed by a “command statement”.

The term “redistributions” refers to any Runoff Notes, Creditor Cash, Cash received on account of Liquidating Trust Interests or Reorganized Common Stock… coming back from or not used in the previous “distributions”

So the amount that is distributable…. is the current amount available for distribution… plus any amount coming back or not used from the previous distribution or redistribution’s

(It’s a easier read if you read the whole thing… then come back and only read the words in bold)

The if statement says…
, the distributions to be made to a holder of an Allowed
Senior Notes Claim in accordance with Section 6.1 of the Plan,

…in the event that the sum of (i) distributions of Runoff Notes, Creditor Cash, Cash received on account of Liquidating Trust Interests and Reorganized Common Stock in accordance with Sections 6.1 and 6.2 and (ii),redistributions of Creditor Cash, Cash received on account of Liquidating Trust Interests…
…are equal to or in excess of one hundred percent (100%) of such holder’s Allowed Senior Notes Claim…

(The above says… when there is enough or more… in available distributions to cover Class 2’s Senior Notes Claim… then Class 2 will receive their Claim.)

Then the if statement says…
…the Cash or, subject to the provisions of Section 31.14 of the Plan, Runoff Notes received on account of Liquidating Trust Interests that is distributable to such holder in excess of such one hundred percent (100%)…

(The above says… any cash, Runoff Notes or Liquidating Trust Interests that is over Class 2”s Allowed Claim or in excess of Class 2’s Allowed Claim…)

Then we have the command statement.

…shall be deemed redistributed to holders of Allowed Claims or Equity Interests or the Disbursing Agent for and on behalf of holders of Disputed Claims in accordance with the Subordination Model attached hereto as Exhibit “H”

So… after Class 2 receives their Allowed claim… any amount that is still distributable is then redistributed and made available to the next Allowed Claim or Equity Interests or the Disbursing Agent.

The if statement distributes the distribution to the current Claimholder…
When the current Claimholder receives their full Claim… the if statement becomes “true”, then we move to the command statement…

When we reach the command statement… the current Claimholders … have received their full Claim…then anything left over… is moved on to the next Claim…
The term shall be deemed redistributed… doesn’t apply or direct a distribution to the current claimholders… it applies and moves what is still distributable on to the next claimholders Claim.

Let’s simplify it… and put it together…

It reads like this…
6.1 Treatment of Senior Notes Claims

…the distributions to be made
…in the event that the sum of (i) distributions
…in accordance with Sections 6.1
…and (ii),redistributions
…are equal to or in excess of one hundred percent (100%) of such holder’s Allowed Senior Notes Claim…
…the Cash or,
…Runoff Notes
…of Liquidating Trust Interests that is distributable
…in excess of such one hundred percent (100%)…
…shall be deemed redistributed…

Anything in excess of the current claimholders Claim… that can still be distributable… will move on to the next claimholders Claim… Or … Liquidating Trust Interests that is distributable… shall be deemed redistributed…


This list of claims and some others, All have the same “if statement”, followed by the same “command statement”.
The Command Statement is “shall be deemed redistributed”

SENIOR SUBORDINATED NOTES CLAIMS (CLASS 3)…
“shall be deemed redistributed”

GENERAL UNSECURED CLAIMS (CLASS 12)
“shall be deemed redistributed”

CCB-1 GUARANTEES CLAIMS (CLASS 14)
“shall be deemed redistributed”

CCB-2 GUARANTEES CLAIMS (CLASS 15)
“shall be deemed redistributed”

PIERS CLAIMS (CLASS 16)
“shall be deemed redistributed”

SUBORDINATED CLAIMS (CLASS 18)
“shall be deemed redistributed”

The term is used throughout the document…

The term… “shall be deemed redistributed”… with the term “Liquidating Trust Interests that is distributable”… in front of it… moves any item that can still be distributable on to the next claimholders Claim…


Now if we look at… PROVISION FOR TREATMENT OF PREFERRED EQUITY INTEREST (CLASS 19)

It first explains what the Preferred claimholders are entitled to receive with respect to their Allowed Claim. This way there’s no reading in between the lines. Then we can look at the “if statement” and “command statement”.

Again… (It’s a easier read if you read the whole thing… then come back and only read the words in bold)


PROVISION FOR TREATMENT OF PREFERRED EQUITY INTEREST (CLASS 19)

23.1 Treatment of Preferred Equity Interests: Commencing on the Effective Date, and subject to the execution and delivery of a release in accordance with the provisions of Section 41.6 of the Plan, each holder of a Preferred Equity Interest, including, without limitation, each holder of a REIT Series, shall be entitled to receive such holder’s Pro Rata Share of seventy percent (70%) of (a) subject to the right of election provided in Sections 6.2(b), 7.2(b), 16.1(b)(ii), 18.2(b), 19.2(b) and 20.2(b) of the Plan, the Reorganized Common Stock, and (b) in the event that all Allowed Claims and Postpetition Interest Claims in respect of Allowed Claims are paid in full (including with respect to Allowed Subordinated Claims), any Liquidating Trust Interests to be redistributed;

All IMHO…
Lets look at this first part… (The Claim’s description)
23.1 Treatment of Preferred Equity Interests: Commencing on the Effective Date, and subject to the execution and delivery of a release in accordance with the provisions of Section 41.6 of the Plan, each holder of a Preferred Equity Interest, including, without limitation, each holder of a REIT Series, shall be entitled to receive such holder’s Pro Rata Share of seventy percent (70%) of (a) subject to the right of election provided in Sections 6.2(b), 7.2(b), 16.1(b)(ii), 18.2(b), 19.2(b) and 20.2(b) of the Plan, the Reorganized Common Stock,

This first part of 23.1 says… After they received your release, each holder of a Preferred Equity Interest… shall be entitled to receive such holder’s Pro Rata Share of seventy percent (70%) of, the Reorganized Common Stock… (Later changed to 75%)

In this description of the recovery… it only list the Reorganized Common Stock.

The $299 billion in WAMU Assets are not addressed here… they will be addressed at the Liquidating Trust… in Annex C… that’s because the Assets went through the bankruptcy.

From… the Third Quarter 2015 CFO Report to the Board… page 7.

”Excludes WAMU with total assets of $299 billion and zero estimated losses to the DIF” (Deposit Insurance Fund)

These assets went from the FDIC corporate… to the FDIC receivership… then over to JPMC, where JPMC purchased the assets, turning the assets in to Cash Assets… The Cash Assets then went back to the FDIC receivership… then back up to the FDIC corporate… where they sit out of the bankruptcy and in safe harbor… and this kind of large cash would sit… and recycle in short term Treasury notes or bills, collecting interest for the beneficiaries…

If these assets were part of the bankruptcy…
They would go… from the FDIC corporate… to the FDIC receivership… then over to JPMC, where JPMC would purchased the assets, turning the assets in to Cash Assets… The Cash Assets would then go back to the FDIC receivership and then go to the Liquidating Trust, where the Cash would be distributed to payoff the claimholders Claims…as we know there’s only $2.7 billion Dollars at the receivership and not $2.7billion plus $299billion or $301.7billion dollars at the receivership.

So… the document only list the reorganized common stock and not cash… because the Bankruptcy won’t have any “Creditor Cash” or “Cash from the Liquidating Trust” available to go to Equity… the receivership will be short Billions of Dollars and that’s because WMB was sold for $1.8Billion and not it’s value of $29Billion Dollars… so from the Bankruptcy point of view… the Preferred and Commons will only receive their reorganized common stock.

The $299Billion Dollars will be addressed at the Liquidating Trust … after the Bankruptcy is closed…

So… at this point after the ARTICLE explains the preferred Allowed Claim…
Which from the Bankruptcy’s point of view… it’s only the Reorganized Common Stock… we then go to the if statement.

The if statement says…
…and (b) in the event that all Allowed Claims and Postpetition Interest Claims in respect of Allowed Claims are paid in full (including with respect to Allowed Subordinated Claims)…

This statement is true… when everyone has been paid in full, including the Preferred shareholders.
So from here everyone has… been paid their Claim… and the Preferred Shareholders received their 70% of the Reorganized Common Stock… there’s no cash distribution here…
Now we move on to the Command statement…

The command statement says…
any Liquidating Trust Interests to be redistributed;

So after the Preferred Shareholders received their Claim, anything that is distributable will move on and be made available to the next claimholders Claim

“any Liquidating Trust Interests”… refers to any Runoff Notes, Cash received on account of Liquidating Trust Interests or Reorganized Common Stock…
In this case it’s the Reorganized Common Stock.

The term “any Liquidating Trust Interests to be redistributed”. Doesn’t imply or direct a distribution to the current Preferred claimholders Claim… it moves what is still distributable on to the next claimholders Claim.

Let’s simplify it… and put it together…

It reads like this…
23.1 Treatment of Preferred Equity Interests

…subject to the execution and delivery of a release
…each holder of a Preferred Equity Interest
…shall be entitled to receive such holder’s Pro Rata Share of seventy percent (70%) of…
…the Reorganized Common Stock
…in the event that all Allowed Claims
…are paid in full
…any Liquidating Trust Interests to be redistributed


There’s no cash distribution here…the only distributable item left… is the 30% Liquidating Trust Interests in the Reorganized Common Stock. Which will be redistributed and be made available to the next Claimholders Claim. (DIME WARRANTS (CLASS 21) if court approved and COMMON EQUITY INTERESTS (CLASS 22))

Now in the…
PROVISION FOR TREATMENT OF COMMON EQUITY INTERESTS (CLASS 22)

25.1 Treatment of Common Equity Interests: Commencing on the Effective Date, and subject to the execution and delivery of a release in accordance with the provisions of Section 41.6 of the Plan, each holder of Common Equity Interests shall be entitled to receive such holder’s Pro Rata Share of thirty percent (30%) of (a) subject to the right of election provided in Sections 6.2(b), 7.2(b), 16.1(b)(ii), 18.2(b), 19.2(b) and 20.2(b) of the Plan, the Reorganized Common Stock and (b) in the event that all Allowed Claims and Postpetition Interest Claims in respect of Allowed Claims are paid in full (including with respect to Allowed Subordinated Claims), any Liquidating Trust Interests to be redistributed,


First… the description of the Claim…
…subject to the execution and delivery of a release… each holder of Common Equity Interests shall be entitled to receive such holder’s Pro Rata Share of thirty percent (30%) of… the Reorganized Common Stock… (Later changed to 25%)

Then we have the “if statement”…
…in the event that all Allowed Claims… are paid in full…

Then we have the “Command Statement”…
… any Liquidating Trust Interests to be redistributed,


So… by comparing this term…
“Liquidating Trust Interests that is distributable”… “shall be deemed redistributed”

From ARTICLE VI (CLASS 2) and the other ARTICLEs.

With the terms from…
Class 19, Class 21 and Class 22’s term….

“any Liquidating Trust Interests to be redistributed”

We can see that…

The term “any Liquidating Trust Interests to be redistributed”
Means any distribution in excess of the Preferred Equity shareholders Claim … that is still distributable will move on and be made available to the next claimholders Claim.

And because the term’s purpose is carried out… after the Preferred Equity shareholders have received their Allowed Claim… or are paid in full … any amount in excess of the Preferred Equity shareholders Allowed Claim is then redistributed to the next Claimholders Claim. (Referring to the 30% of the Reorganized Common Stock and not cash)

There’s no cash distribution here…

So…the term does not mean that the Preferred Equity shareholders will receive a Cash amount in excess of their prepetition claim… Or a cash distribution… 75%/25% all the way to the end…

And if… “23.1 Treatment of Preferred Equity Interests” does not explain the “75%/25% all the way to the end”…then for clarity… let’s look in Annex C…

Annex C, (link at Bottom)

It states…
(11) Holders of Preferred Equity Interests and Common Equity Interests will be issued Liquidating Trust Interests in Tranche 6 on account of those interests when Tranche 2 through Tranche 5 Liquidating Trust Interests have been satisfied in full.

Further, distribution to Tranche 6 will be shared 75% and 25% pro rata between claims on account of Preferred Equity Interests and Common Equity Interests, respectively.


If we refer to the 75%/25%… we can’t just say “75%/25%”… because that’s not the whole term…

The whole term is “75% and 25% pro rata between claims on account”…

If we leave out “pro rata”… then we have “75% and 25% between claims on account”…

In a statement that would express… “75%/25% all the way to the end”… It would have to be… exact, precise and clear… It would read something like this…

“Distribution to Tranche 6 will be shared 75% and 25% pro rata between Preferred Equity Interests and Common Equity Interests, respectively”.

The above statement clearly and deliberately distributes 75% of the whole distribution directly to the Preferred Equity Interests.

The difference between this made-up statement and the actual Annex C statement is the term “claims on account”.

“claims on account” refers to our prepetition claim…

The Preferred prepetition claim is based on liquidation preference amount of $1000 per/share.

Also it was based on the votes you cast. When accepting the plan…

Here from the CONFIRMATION ORDER…(link at Bottom)

DD. With respect to holder of equity interest effort…

96.46% (by dollar amount) of holders of Senior Note Claims,
99.71% (by dollar amount) of holders of Senior Subordinated Notes Claims,
97.22% (by dollar amount) of holders of PIERS,
87.26% (by dollar amount of liquidation preference) of holders of Preferred Equity Interests,
And 63.70% (by number of shares) of holders of Common Equity Interests voted on the Plan…

For the Senior Note Claims… out of a possible 100%… 96.46% voted… and 1 vote represented $1.00… so “100%”, represents the total cash value of the Senior Note’s Claims.

For holders of Preferred Equity Interests… (by dollar amount of liquidation preference)… for P’s liquidation preference amount represents $1000 per share… and 1 share represents 1000 votes… for Series K… liquidation preference amount represents $25 per share and 1 share represents 25 votes … so “100%” of the liquidation preference amount represents the total cash value of the total amount of shares, representing the Preferred Equity’s Claim.…and I believe… the liquidation preference amount equals to the $ 7,090,243,125…


RRR. No holder of a Claim or Equity interest will receive more value than such respective Claim or Equity interest (based on liquidation preference amount).

For me…The Answer is clear to see…

The “75%/25% all the way to the end”… must fit and be stated, and expressed in words somewhere with in THE PLAN…

The “75%/25% all the way to the end”… doesn’t work with 23.1 Treatment of Preferred Equity Interests. Because there’s no cash distribution there… only the 70% in Reorganized Common Stock…

And it doesn’t fits into this statement from Annex C,

Distribution to Tranche 6 will be shared 75% and 25% pro rata between claims on account of Preferred Equity Interests and Common Equity Interests, respectively.

“Claims on account” refers to the prepetition claim. Which is based on my Preferred stocks liquidation preference amount… which is $1000, per/share

The Distribution to Tranche 6, is shared 75% / 25% pro rata between “claims on account”.

It’s always been this way…we voted… as per our Claim…

Hopefully… it will end soon… and we hear that… Tranche 2 through Tranche 5 have been paid in full… and we have been issued our LTI… (Liquidating Trust Interests)

IMHO… This is where the $299 billion Dollars… is waiting…

With all due respect, and thank you all for all of your due diligence.
As a legacy Preferred and Common investor and a WMIH investor … I appreciate all your post.

Stay safe… Stay healthy

Sorry for the long post…

All IMHO and GLTA…

Jiminy…
Jiminy Christmas…

Just my opinion, research and curiosity…
Not intended to serve as a basis for investment in any security of any issuer. GLTA

CONFIRMATION ORDER
ANNEX C