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Re: None

Tuesday, 02/20/2018 3:56:51 AM

Tuesday, February 20, 2018 3:56:51 AM

Post# of 726820
mordicai and others, a poster on a German message board says that WMIH is prohibited to make another acquisition as long as the NSM merger has not closed.

https://www.sec.gov/Archives/edgar/data/933136/000119312518045940/d539539dex21.htm

I know the part you have posted, which seems to allow any acquisitions that would not harm the merger with NSM

...none of Parent and Merger Sub shall, nor shall Parent permit any of its Subsidiaries to:
[...]
(d) make any acquisition (whether by merger, consolidation or acquisition of stock or assets) of any interest in any Person or any division or assets thereof that would reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger;

(e) enter into any business outside of the existing business maintained by Parent or any of its Subsidiaries as of the date hereof;



BUT there is also "Section 7.4 No Solicitation by Parent." on page 62

The whole section is about "Parent Acquisition Proposal". I thought "Parent Acquisition Proposal" is only about "selling the parent company WMIH" which is prohibited by this section.

BUT if you look at the DEFINITION of "Parent Acquisition Proposal" in the same document, especially the first sentence...

“Parent Acquisition Proposal” means (a) with respect to any offer, proposal or indication of interest (whether or not in writing) (a “Proposal”) made by Parent, a Proposal that if consummated would constitute an Acquisition (as defined in Article VI of the Parent Certificate of Incorporation) or (b) with respect to any Proposal made by any Person (other than Parent, the Company and its Subsidiaries) relating to or involving, whether in a single transaction or series of related transactions: [...]



...and then look at the referenced DEFINITION of "Acquisition" in Article VI in the "CERTIFICATE OF INCORPORATION" from the WMIH Homepage...

http://wmih-corp.com/wp-content/uploads/2015/05/AR-Charter.pdf

2. Definitions. As used in this Article VI with respect to Series B Preferred Stock:

(a) Acquisition means any acquisition by the Corporation or any of the Corporation?s direct or indirect wholly-owned subsidiaries, in a single transaction or a series of transactions, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all the equity interests in, or a business line, unit or division of, any Person.



...then it seems to be clear that WMIH (or a sub) is not allowed to make another acquisition/merger until the NSM merger has closed.

Is he correct?


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