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Re: hotmeat post# 510049

Monday, 02/19/2018 3:37:58 PM

Monday, February 19, 2018 3:37:58 PM

Post# of 726851
The 1.1B of course include the 444M commons from the Series B

From the PR:

https://www.businesswire.com/news/home/20180213005465/en/WMIH-Corp.-Merge-Nationstar-Mortgage-Leading-Servicer


Upon closing the Transaction, all outstanding WMIH Series B Preferred Stock and all outstanding warrants to purchase shares of WMIH common stock will be converted into common stock of WMIH. The shares issued pursuant to these conversions are included in the pro forma ownership percentages referenced above. Holders of WMIH’s Series B 5% Convertible Preferred Stock (the “Series B Stock”) will receive approximately 444 million shares of common stock following the mandatory conversion of the Series B Stock at a fixed conversion price of $1.35 per share. Between signing and closing of the transaction, we expect that holders of the Series B Stock will receive approximately 21 million shares of common stock in accordance with the terms of the Series B Stock. As a result, upon consummating the transaction, and on a pro forma basis, holders of the Series B Stock will be expected to own approximately 477 million shares of common stock or approximately 43% of the combined company.



477 / 43 x 100 = 1.109B

Your post:

Correct, I've been saying for 5yrs+ that the goal has always been to slowly squeeze out retail by frustration and/or deception. Their biggest problem is that there cannot be another "Ownership Change" with this Merger. (Merger Agreement: Article VIII, Section (d)Tax Opinion)


Doing reverse calculation, the O/S would be 1.11B shares, without the Series B conversion.


32% conversion for NSM = 399.61M . This is equivalent to 36% of WMIH.

64% owned by WMIH holders = 64/36 x 399.61 = 710.42M shares

Total = 710.42M + 399.61M = 1.11B WMIH shares post merger (base value).

If KKR converts the "B's" and an additional 450M shares are added, WMIH will have to issue even more to keep KKR's ownership below their 42.5% limit. This will result in changes for all parties to maintain NSM (36%) and WMIH shareholders (64%) ((57.5% re KKR)) positions.



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