Mr Cooper Group Inc (COOP)

[JusticeWillWin]

Thank you for the explanation, but I do not understand how a rising WMIH PPS would change the number of shares they get. I think the 12.7793 ratio is fix, and the proration ratio of 32% is also fix, because the number of outstanding NSM shares is also fix?!

JusticeWillWin, you are forgetting the 32% proration limitation in the WMIH offer to NSM shareholders. It reads, in part:

"Under the terms of the agreement, Nationstar shareholders may elect to receive $18.00 in cash or 12.7793 shares of WMIH common stock for each share of Nationstar common stock they own, subject to an overall proration to ensure that 32% of the total outstanding Nationstar shares are exchanged for the stock consideration. Upon completion of the transaction, Nationstar shareholders will own approximately 36% of the combined company and WMIH shareholders will own approximately 64%."

In order to protect the NOL's, WMIH has to be very careful not to over-distribute WMIH shares and change the control structure of our company.

In other words, if WMIH price continues to appreciate toward $4.00 or whatever, and more and more NSM shareholders want to opt for shares of WMIH rather than cash, that doesn't matter: they are limited in the number of WMIH shares available to them. They will end up getting $18.00 in cash for a large portion of their shares, rather than WMIH stock.

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I think mordicai is onto something here. Over on the BP board it was noted that the WMMRC insurance subsidiary of WMIH was conveniently left out of all of the press and paperwork for the new acquisition, but it is a functioning insurance unit of WMIH at the present time.