De facto WMIH BUYS NSM. They buy all (= 100%) of NSM's equity interest, paying with cash AND WMIH shares, performed as a reverse triangular merger (Wand Merger Corporation, a 100% sub of WMIH, merges into NSM, with NSM being the surviving entity and a 100% sub of WMIH post-merger).
Wand Merger Corporation is a sub of WMIH. Wand Merger Corporation is "merging into" NSM
Read the following:
On February 12, 2018, WMIH Corp. (“ WMIH ”), Nationstar Mortgage Holdings Inc., a Delaware corporation (“ Nationstar ”), and Wand Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of WMIH (“ Merger Sub ”), entered into an Agreement and Plan of Merger (the “ Merger Agreemen t”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Nationstar (the “ Merger ”), with Nationstar continuing as the surviving corporation and a wholly-owned subsidiary of WMIH.
Then in the project eclipse commitment letter below, it states that Wand Merger Corporation is buying (acquiring) Eclipse. That's what the financing commitment letter is about.
Again, Eclipse is not NSM! It is a different entity that Wand Merger Corporation (a sub of WMIH) is buying before it merges into Nationstar.
IMO, I think Eclipse is the remaining safe harbored loan portfolio that Wand is purchasing before it merges with Nationstar so that it can service it with the merged entity.
Read the following:
You have advised each of Credit Suisse AG (acting through such of its affiliates or branches as it deems appropriate, “ CS ”), Credit Suisse Securities (USA) LLC (“ CS Securities ” and, together with CS and their respective affiliates, “ Credit Suisse ”), Jefferies Finance LLC (“ Jefferies ”), Deutsche Bank AG Cayman Islands Branch (“ DBCI ”), Deutsche Bank Securities Inc. (“ DBSI ”, together with DBCI, “ DB ”), HSBC Bank USA, National Association (“ HSBC Bank ”) and HSBC Securities (USA) Inc. (“ HSBC Securities ” and, together with HSBC Bank, “ HSBC ” and, together with Credit Suisse, Jefferies, DB, HSBC and any Additional Commitment Party (as defined below), collectively, the “ Commitment Parties ”, “ we ” or “ us ”) that Wand Merger Corporation (“ Buyer ” or “ Borrower ”), an affiliate of WMIH Corp. (“ WMIH ”; WMIH together with Buyer, “ you ”), intends to acquire (the “ Acquisition ”), directly or indirectly, all of the outstanding equity interests of the entity previously identified to us by you as “Eclipse”, a Delaware corporation (the “ Company ”). You have further advised us that, in connection with the foregoing, you intend to consummate the other Transactions described in the Transaction Description attached hereto as Exhibit A (the “ Transaction Description ”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description or Exhibit B (the “ Term Sheet ”; this commitment letter, the Transaction Description, the Term Sheet and the Summary of Additional Conditions attached hereto as Exhibit C, collectively, the “ Commitment Letter ”).
--------------------------------------------------------- - Just my personal opinion, no investment advice! - ---------------------------------------------------------
