My View of a Potential Scenario That Could Play Out Since WMIH is Now Moving Forward
200 Million NewCo/WMIH Shares Outstanding B4 (QA) NSM Merger is Triggered
• The “Effective Date” is considered to be March 19, 2012
• The Effective Date is when WMIH exited bankruptcy protection under “Fresh Start” accounting
• Investors who signed timely releases B4 deadline of 3/2012 included former WaMu (both) preferred and common stock holders
• The following should help investors understand when a potential share exchange event is discussed
• Effective 4/28/2015, WMIH had authorized but not put into force a total of 3.5 billion common shares and a total of 10 million preferred. Also coined “Shelf Ready” to be used immediately if needed and so far they have been left “Shelf Ready” to be used any day now
• So of the total 200 million WMIH shares outstanding, 150M are attributed to former (both) preferred investors who signed timely releases and 50M are attributed to former common shares
• If a share exchange event happens with Escrow ShareMarker holders, it is possible preferred are exchanged 1 to 1 with option to convert to common at say $10.00 a share so that would take out 150M common shares leaving 50M and then common would get 1 to 1 so at the end there would only be 100M common shares outstanding B4 QA
• Understand, there could also be a forward split of say 4 or 5 to one as there are plenty of “Authorized” or “Shelf Ready” shares to be used and all one would do here is use the above scenario and multiply 4 or 5 to one. In this case using 4 there would be 200M common shares outstanding B4 QA (50 million common x 4 = 200M) so a former common investor who signed timely releases would have four times as many NewCo/WMIH shares if this happened
The following are figures from SG’s Edgar Sargent concerning investors who signed timely releases. The math formula that treated former preferred WAMKQ ($25.00 Face Value) and preferred WAMPQ ($1,000.00 Face Value) as one preferred under the 75/25 math formula and of course common stock never has a Face Value.
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142,500,000 (75% of 190,000,000) are distributed to holders of preferred securities as well as claims subordinated to the level of preferred. Total disputed claims at the preferred level are $106,514,585.09. For those claims, 2,109,051 shares are reserved. The remaining 140,390,949 are distributed evenly by liquidation preference across the $7.5 billion of preferred shares. However, while the TPS are denominated in 1,000s, the Series K has a face amount per share of $25.
For the TPS, 3,729,658.260 shares provided releases and will receive 73,849,406 shares or 19.80058 new shares per old share. This share count is after giving effect to the mandatory exchange.
For Series R, 2,906,421 shares provided releases and will receive 57,548,829 or 19.8005825 new shares per old share.
For Series K, 18,166,565 shares provided releases and will receive 8,992,714 shares or 0.4950146 new shares per old share.
For the common shareholders, they are receiving 47,500,000 shares of which 4,165,750 shares go to the Dime Warrant holders, 2,631,933 shares are reserved for disputed equity claims, 693,806 shares will be distributed to Principal Financial on account of their claims and existing common will get 40,008,511 shares. For each share of existing common granting releases in the total amount of 1,194,340,178 shares, they will receive 0.03349842 shares.
