Mr Cooper Group Inc (COOP)

[Johnnyiwantsome]

As to the change in control

Conditions to the Merger

The receipt of a tax opinion from WMIH’s tax advisor that there should not have been an “ownership change” (within the meaning of Section 382(g) of the Internal Revenue Code) since March 19, 2012, and the Merger, taken together with the other transactions contemplated by the Merger Agreement and occurring on the closing date, should not result in such an ownership change, is a condition to the obligations of Nationstar to consummate the Merger. The closing of the Merger is not subject to a financing condition.

What I find interesting is then they seek to push a change in control and will receive bonus depending on the size of the value of the future change in control transaction.


The Retention Amounts will be paid (i) 50% at the effective time of the change in control transaction and (ii) 50% on the six-month anniversary of the effective time of the change in control transaction. Receipt of payment is subject to the executive’s employment with Nationstar on each payment date, provided, that if the executive’s employment is terminated by Nationstar without Cause or by the executive for Good Reason (as both capitalized terms are defined in the Retention Agreement) prior to the payment date, the executive will remain eligible for receipt of any unpaid Retention Amount subject to the execution of a release of claims against Nationstar. The agreement also includes restrictive covenants requiring the executive to maintain the confidentiality of company information. The agreement will terminate without any payment due if a change in control is not consummated on or before December 31, 2019. The potential bonus amounts payable will vary based on the total transaction value. While the actual Retention Amounts will not be determined until the effective time of the Merger, at the target transaction value, 0.5% of the transaction value would be payable to all employees covered by such form of Retention Bonus Agreement, with such amount payable 35% to Mr. Bray, 14% to Messrs. Ebers and Patel, and 12% to Mr. Rawls.

[url]
https://www.streetinsider.com/SEC+Filings/Form+8-K+Nationstar+Mortgage+Hold+For%3A+Feb+13/13810169.html[/url][tag]Link[/tag]

Regards,
B