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We Have Two Very Different "Change in Control"

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ron_66271   Wednesday, 01/03/18 03:17:09 PM
Re: cura asada post# 502655
Post # of 517614 
We Have Two Very Different "Change in Control"

1. CIC for "WMB and it;s assets".

2. CIC of the WMIH-BOD due to the Series B Preferred Shares, SBP voting rights.
"and normally entitled to vote in the election of directors (such an event, a “Change of Control”)."

You post is about #1. CIC from "the Final Payment" for "WMB and it's assets".

2. CIC for the Series B Preferred Shares, SBP.
Page 25,26
"Repurchase at the Option of Holders upon a Put Event

If a Put Event (as defined below) occurs at any time when shares of Series B Preferred Stock are outstanding, each holder of Series B Preferred Stock shall have the right, at such holder’s option, to require us to repurchase (a “Put Event Repurchase Offer”) for cash, out of funds lawfully available for payment, all of such holder’s outstanding Series B Preferred Stock, or any portion thereof that is equal to $1,000 or an integral multiple thereof, on the date specified by us in the Put Event Company Notice (as defined below) that is not less than 20 calendar days or more than 35 calendar days following the date of the Put Event Company Notice (the “Put Event Repurchase Date”) at the Put Event Repurchase Price (as defined below).

In the case of a Change of Control (as defined below), the “Put Event Repurchase Price” shall equal $1,750 per share of Series B Preferred Stock, plus accrued and unpaid dividends, if any, whether or not declared.

A “Put Event” shall occur upon the occurrence of the following:


• if, prior to the consummation of a Qualified Acquisition, any “person” or “group” of related persons (as such terms are used in Section 13(d) and 14(d) of Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that such person or group shall be deemed to have “beneficial ownership” of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than a majority of the total voting power of all classes of capital stock of the Company then outstanding and normally entitled to vote in the election of directors (such an event, a “Change of Control”).

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

From Johnny's post

Quote:The Company certifies to the Escrow Agent that (i) a Change of Control Event has occurred, and certain Holders have properly tendered for repurchase their shares of outstanding Series B Preferred Stock pursuant to the Change of Control Event Repurchase Offer, and (ii) the Escrow Property released pursuant to this certificate will be applied to pay the applicable Change of Control Repurchase Price to such Holders on the Change of Control Repurchase Date pursuant to the terms of the Charter.


https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137365072


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