Some Highlights
Project Eclipse
Wand Merger Corporation (“Buyer”), a newly formed shell entity which is an affiliate of WMIH Corp. (“WMIH”), intends to acquire, directly or indirectly, all of the outstanding equity interests of the entity previously identified to us by you as “Eclipse” (the “Company”) from the equity holders of the Company.
After giving effect to the Acquisition, the Company shall become a direct or indirect wholly-owned subsidiary of WMIH.
b) The sum of (1) the product of (i) the number of outstanding common equity shares issued by WMIH prior to giving effect to the Acquisition, (ii) the exchange ratio for such shares set forth in the Acquisition Agreement and (iii) the value of such common equity interests (it being understood and agreed that the value of each such share shall be deemed to be the price set forth in the Acquisition Agreement regardless of the actual trading price of such share) and (2) the value of the common equity interests in WMIH issued to the equityholders of the Company (it being understood and agreed that the aggregate value pursuant to this clause (2) shall be as set forth in the Acquisition Agreement) (clauses (1) and (2) collectively, the “Equity Contribution”) shall be at least 30% (the “Minimum Equity Contribution”) of the sum of (1) the aggregate gross proceeds of the Bridge Facility borrowed on the Closing Date (or Senior Unsecured Notes issued in lieu thereof) and (2) the equity capitalization of WMIH and its subsidiaries on the Closing Date after giving effect to the Transactions; provided that WMIH shall use cash on its balance sheet of at least $550.0 million in connection with the Transactions. To the extent that WMIH issues equity on or prior to the Closing Date (excluding for the avoidance of doubt the existing Class A preferred shares of WMIH or any successor thereto), other than common equity, such issuance shall be on the terms and conditions reasonably satisfactory to the Majority Lead Arrangers.
c) The Borrower will either issue the full $2,750 million amount of the Senior Unsecured Notes and/or borrow up to the unissued amount of the contemplated $2,750 million issuance in an aggregate principal amount of Bridge Loans, in each case on the Closing Date of the Acquisition.
7. (a) Investment banks (the “Investment Banks”) shall have been engaged to privately place the Notes pursuant to the engagement letter dated the date hereof among the Investment Banks and Borrower
90 days prior to the Closing Date in case such four fiscal quarter period is the end of WMIH’s fiscal year (IMHO is March 31st 2018)
