Mr Cooper Group Inc (COOP)

[wwhatthe]

For those that didn’t release… Just a little Research and all IMHO…

The Escrow CUSIPS, or the Escrow markers… have nothing to do with, any cash or money coming back to those that have, the Escrow CUSIPS or the Escrow markers.

The word Escrow, represents and refers to the last 5.3 million shares, which are in the Disputed Equity Escrow Account. (now only 1.5 million shares remain.)

The word CUSIP is a number that uniquely identifies your old shares, and how many you have.

Put them together, it reads Escrow CUSIPS…
The Escrow CUSIPS or Escrow markers, are paid with shares from the last 5,300,000 shares in the Escrow Account, It’s a distribution of the last 5,300,000 shares, not cash…

Just a thought…
If you take the number of shares available for distribution to your class, and divide by the number of shares released… then multiply by the number of shares you had… you end up with shares… and not cash… So, your Escrow CUSIPS distributes shares.

You don’t get paid cash, for your markers you receive shares…

It’s your LTI or Liquidating Trust Interests, that will be paid in CASH

If you did not release, you still have a Preferred Equity Interests or a Common Equity Interests…

For Common’s, 25% portion, of the new shares …
The distribution of new shares, is calculated using the number of shares released in your class, 1,194,340,178 shares…

For Common’s LTI…
The distribution of cash, (your LTI) its calculated using the number of shares of common stock issued and outstanding as of the Petition Date, which is 1,704,958,913 shares. (link at Bottom)

The LTI, includes all common shareholders … released or not released
All Preferred Shareholders should receive their liquidation preference, released or not released.

This is how I see the Bankruptcy Liquidation.
All IMHO…

I read a post a while back…
I can’t find the post. so, I’m not sure who posted it… (my apologies to you).
It had an excellent quote… short and simple, it was in respect to any assertion or theory…
I’m paraphrasing, but it went something like this…

Quote…
You can’t go beyond the borders of the POR. (plan of reorganization)
unquote…

Excellent quote because, any assertion or theory must fit and be stated and expressed in words somewhere within THE PLAN. (The plan of reorganization)

The first thing we must understand, is… this is a Bankruptcy Liquidation…
All assets must be sold…

So, if assets are generating income, the income belongs to someone else… (JPMC).
The WAMU Estate, received the cash from the sale of the assets.

Every Asset of WMI/WMIIC, must be liquidated…

The Mortgages must be sold…
WAMU creates a trust… WAMU puts Mortgages in the trust, this generates a monthly income stream… WAMU uses part of the income stream to create, Mortgage Backed Securities and sells them to the Mortgage Backed Securities investors…

The WAMU Trust can’t be dismantled or dissolved, not until all the Mortgage Backed Securities are paid in full. This is the safe harbor, it protects all involved with the trust or securities … When all the securities are paid in full… Then the Trust can be dissolved…

The Mortgages in the Trust, are WAMU’s Assets… WAMU’S Assets must be liquidated (Sold)…
WAMU sells the Mortgages to JPMC… Now JPMC, owns the Mortgages in the WAMU Trust…

The Trust still can’t be dismantled or dissolved… but…
The Mortgages, or WAMU’s part of the income stream, and the Trust, now all belong to JPMC…

Here in a statement Dated, Jan 13, 2010 (Link at Bottom)
JPMorgan Chase Testimony before the Financial Crisis Inquiry Commission

JPMC states…
With the acquisition, we purchased approximately $240 billion of mortgage and mortgage related assets… with $160 billion in deposits…. and $38 billion in equity… We immediately wrote down most of the bad or impaired assets (approximately $31 billion) …. and established proper reserves for the remaining assets, ….as well as for severance and close-down costs.

This demonstrates, that JPMC is the new owner of the Mortgages and the Trust…
It also shows, that, with the purchase of the Mortgages, JPMC also assumed the financial obligation to the Mortgage Backed Securities investors. So, the investors still get their part of the income stream.

WMI’s part of the income stream, no longer belongs to WMI, or the Estate… but, they did receive $240 billion for it… JPMC, also purchased the remaining assets.

The FDIC states they have a total of $299 Billion Dollars in WAMU assets…

Quote…” Excludes WAMU with total assets of $299 billion and zero estimated losses to the DIF” (Deposit Insurance Fund) … unquote.

These are the talked about assets…
“the assets are retained and therefore the liquidating trust can go ahead and pursue them”.

This is a Bankruptcy Liquidation…
Everything is sold and turned into cash.

The Liquidation… (plan of reorganization)
After voting and accepting the plan… the first thing that’s done, is cancel all the existing shares… this is done before you are issued new shares…

It ‘obvious… but to confirm this…
Here’s an excerpt from a news release dated July 30, 2012… (Link at Bottom)
It reads…
…In connection with the Distribution, eligible claimants in Class 22 who held shares of common stock issued by WMI prior to September 25, 2008, will receive 0.00076346 of a share of the Company’s new common stock for each share of WMI common stock they previously held. The common stock issued by WMI prior to September 25, 2008 was cancelled on March 19, 2012, the Effective Date of the Plan.

So, a statement, stating the old shares are not cancelled, is not true,
And, it’s outside the borders of the POR…
All WMI shares are cancelled…

No disrespect intended…
This is an example of being outside the borders of the POR. (plan of reorganization)

With respect to the Escrow CUSIPS…

It says in the POR…
The Escrow CUSIPS (or markers), were established solely to facilitate the distribution, of the shares of Reorganized WMI… (WMIH).

So, if your waiting to be paid cash for your markers… it’s not going to happen, because you’re outside the borders of the POR, (plan of reorganization).

The markers are paid in shares, not cash…
Any cash received was because there are no fractional shares… so, for those fractional shares, you received cash… which would have amounted to only change.

To illustrate that the Escrow CUSIPS or Escrow markers only distribute shares and not cash… and, that this statement, is within the borders of the POR…
Here’s an excerpt from a press release dated, March 16, 2017 – WMI Liquidating Trust…
(Link at Bottom)

From the bottom of the press release, it reads…
As stated above, the Escrow CUSIPS were established solely to facilitate potential distributions, if any, of shares of WMIHC common stock. The only source of common stock available for any such a distribution would be from the 1.5 million of shares remaining on deposit in the Disputed Equity Escrow. Specifically, the Escrow CUSIPS do not, in and of themselves, represent an entitlement to any possible future cash distributions from the Trust, WMIHC or the Federal Deposit Insurance Corporation (either in its corporate capacity or as the receiver for Washington Mutual Bank), as the case may be.

re-read, only the words in bold… it’s pretty convincing, (this statement is from – WMI Liquidating Trust, so it’s within the borders of the plan of reorganization) …

The Escrow CUSIPS… here they’re talking about the last 5,300,000 shares that were reserved and are in the Escrow Account… now, there’s only 1,500,000 shares remaining in the Escrow Account.

And to illustrate that your LTI or Liquidating Trust Interests, will distribute the cash … (when issued)
This next excerpt is from the same press release, it’s about the cash distribution…

When you monetize Assets, your turning them into cash…

it reads…
In accordance with the Plan, the Trust will issue Liquidating Trust Interests to WMI’s former shareholders if, and only if, the Trust is able to monetize Liquidating Trust Assets in amounts sufficient to pay-in-full claims held by beneficiaries of the Trust who are senior to members of Classes 19 and 22…

The WMI Liquidating Trust is an extension of the bankruptcy court, and its conformation order…
Anything that needs to be done, the liquidating Trust gets it done…
It then, reports back to the bankruptcy court.

So, anything from the liquidating Trust, is “the plan of reorganization” …

As stated, your Escrow markers or Escrow CUSIPS, are paid with a distribution of shares…

This is explained in every liquidating Trust Quarterly summary report under the title,
: Disputed Claims Reserve... then later under its own title: Disputed Equity Escrow
It’s also in every 8-K filed and 10k filed,


This next part is the 75% and 25% distribution, with respect to a release… And the new shares of the Reorganized WMI…

This excerpt is simplified, but it’s from the CONFORMATION ORDER … (Link at Bottom)
Class 19, page 58,
23.1 Treatment of Preferred Equity Interests
…subject to the execution and delivery of a release
…each holder of a Preferred Equity Interest
…shall be entitled to receive such holder’s Pro Rata Share of seventy percent 70% (now 75%) of…
…the Reorganized Common Stock
…in the event that all Allowed Claims
…are paid in full
…any Liquidating Trust Interests to be redistributed, (moves on to the next claim)

All IMHO…
In order… to receive your part ownership of the new company or your new common shares, you had to give a release…

If you did not give a release for your new common shares, you still have a claim… you just don’t have new company shares…
If you had old company shares, you still have a Preferred Equity Interests or Common Equity Interests…

For your Common Equity Interest LTI…
It’s the cash or Dollar amount available, or returned, divided by the number of shares outstanding as of the Petition Date… which is 1,704,958,913 shares…
Then multiplied by the number of old common shares you owned (your CUSIPS) … This is your pro rata share.

Just a thought…
Cash, divided by shares, then, multiplied by shares… the shares cancel each other out, and we end up with cash… So, your LTI distributes cash…

(The post-petition interest, for Common Equity Interest, would be coming from the interest generated from the cash and investment account).

The amount returned is divided by 1,704,958,913 shares, because… (link at Bottom)

Docket #9365 Date Filed: 1/9/2012
NOTICE OF FILING OF
(A) REVISED PROPOSED ORDER
(B) MODIFICATION OF SEVENTH AMENDED PLAN, AND
(C) DISCLOSURE STATEMENT, AS REVISED

On page 40 of the…
DISCLOSURE STATEMENT FOR THE SEVENTH AMENDED
JOINT PLAN OF AFFILIATED DEBTORS PURSUANT TO
CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE

It states…
The Seventh Amended Plan defines “Common Equity Interest” as collectively, (a) an
Equity Interest represented by the 3,000,000,000 authorized shares of common stock of WMI, including, without limitation, one of the 1,704,958,913 shares of common stock of WMI issued and outstanding as of the Petition Date

And if we go to…
Annex C, (link at Bottom)
It states …
…Further, distribution to Tranche 6 will be shared 75% and 25% pro rata between claims on account of Preferred Equity Interests and Common Equity Interests, respectively.

Common Equity Interests is defined as 1,704,958,913 shares of the common stock outstanding…

This includes all common shares… released or not released… so, we divide by 1,704,958,913 shares. (it’s in the plan of reorganization)

Your Common Equity Interests Claim is whatever’s leftover, divided by the 1,704,958,913 shares, then multiplied by how many old common shares you had…

For your Preferred Equity Interests Claim… the amount is a set number… $1000 per share plus the Federal judgment rate of 1.95% times 10 years… Then multiplied by the number of old Preferred shares you owned… This is your pro rata share.


This is your documentation for your, “LTI” … Liquidating Trust Interests… (when issued)

Annex C…
(11) Holders of Preferred Equity Interests and Common Equity Interests will be issued Liquidating Trust Interests in Tranche 6 on account of those interests when Tranche 2 through Tranche 5 Liquidating Trust Interests have been satisfied in full.

So, With respect to when…
it states…
“when Tranche 2 through Tranche 5 Liquidating Trust Interests have been satisfied in full”.
(This includes all employees claims and any court case still open)

So, those that gave your release, you got Reorganized Common Stock and ownership in the new company… You received new shares, and not cash.

(when issued), everyone will receive their LTI… this is the cash…
This cash must go through the Liquating Trust, so that the tax liability is pass on to you… and not remain at the Liquidating Trust.

The 75%/25% cash distribution, that is distributed and applied to your claim, must go through your LTI,

This is explained in the WMI Liquidating Trust, frequently asked question section, and in Annex C.

As Tranche 6 receives its cash distribution …
75% of the distribution to Tranche 6, will be applied to the Preferred claim, until paid in full.
25% of the distribution to Tranche 6, will be applied to the commons claim, until the Preferred claim is paid in full… With the remaining going to the commons…

Just for clarity…
The first 75%/25% was a distribution of shares with respect to the 200,000,000 new shares of the new Reorganized WMI…
From the portion that went to Preferred and commons, 75% went to Preferred and 25% went to commons… after giving a release… these are shares…

This second 75%/25% is with respect to your LTI, this is the cash distribution going to the Preferred claim and the commons claim. To understand their claim, we need to know, what is their pre-petition claim.

IMHO…
For the Preferred Claims…
TPS and Series R or “P”, it is their liquidation preference of $1000 per share. plus, the Federal judgment rate of 1.95% times 10 years…
For Series K, Preferred Stock, it’s their liquidation preference of $25 per share, plus, the Federal judgment rate of 1.95% times 10 years…

With respect to your release… and, Escrow Account.
For your new company shares…
You took the number of new shares available for your Class, and divided by the number of shares that were released… Then multiplied by the number of old shares you owned… This is your pro rata share from the 200,000,000 new WMIH shares.

From the 200,000,000 new shares…
The first 5% or 10,000,000 new shares went to the Settlement Note Holders for their capacity as lenders to the Reorganized Debtor. (WMIH)…

From the remaining 95% or 190,000,000 new shares, 75% or 142,500,000 went to the Preferred shareholders, from these 142,500,000 shares, 2,109,051 shares were placed in reserve for disputed preferred claims… these shares are in the Disputed Equity Escrow Account.
The remaining 140,390,949 shares were distributed to Preferred shareholders.
(This was your initial distribution of new WMIH shares)

25% of the 190,000,000 new shares or 47,500,000 shares, went to the common shareholders.
From these 47,500,000 shares, 4,165,750 shares went to the dime shareholders, 693,806 shares went to principal financial claims, 2,631,933 shares were placed in reserve for disputed common claims… the shares in reserve, are in the Disputed Equity Escrow Account…

The remaining 40,008,511 shares were distributed to commons shareholders.
(This was the common shareholders, initial distribution of new WMIH shares)

The Disputed Equity Escrow Account, contains, the 2,109,051 shares for Preferred disputed claims and the 2,631,933 shares for common disputed claims, for a total of 5,040,984 shares…
(the liquidating Trust states there are about 5,300,000 shares in the Escrow Account)

Its these shares that are distributed to your Escrow CUSIPS or Escrow markers… not cash.

So, Escrow marker were created specifically for the shares in reserve.
When the last 1.5 million shares in the Escrow account are distributed, the escrow markers will disappear…

To illustrate this, let’s backtrack through the liquidating Trust Quarterly summary reports
Using the wording and numbers in the: Disputed Claims Reserve and the: Disputed Equity Escrow

After the initial distribution, approximately 5.3 million shares remained in the Disputed Equity Escrow Account… As the claims are dismissed, these shares are applied to your CUSIPS or markers.

After all the shares are distributed, the CUSIPS or markers are no longer needed.
The Escrow CUSIPS, are only used for distributing Escrow shares, that are in the Escrow account and not cash…

This is the distribution of the last 5.3 million shares…

March 31, 2012, there were approximately 5.3 million shares…
5,300,000 shares remaining

June 30, 2012, there were approximately 5.3 million shares…with a scheduled August 1, 2012 distribution of approximately, 1 Million shares (927,862 shares) to class 22…
5,300,000 - 927,862 = 4,372,138 shares remaining

September 30, 2012, there were approximately 4.4 million shares… with a scheduled November 1, 2012, distribution of, 58,000 shares to class 22…
4,372,138 – 58,000 = 4,314,138 shares remaining

December 31, 2012, there were approximately 4.3 million shares…
4,314,138 shares remaining

March 31, 2013, there were approximately 4.3 million shares… with a scheduled May 1, 2013 distribution of, 1.4 million shares to class 19…
4,314,138 shares remaining

June 30, 2013, there were approximately 2.9 million shares… May 1, 2013 a distribution of, 1.4 million shares to class 19…
4,314,138 – 1,400,000 = 2,914,138 shares remaining

September 30, 2013, the same 2.9 million shares…
2,914,138 shares remaining

December 31, 2013, the same 2.9 million shares…
2,914,138 shares remaining

March 31, 2014, the same 2.9 million shares…
2,914,138 shares remaining

June 30, 2014, the same 2.9 million shares…
2,914,138 shares remaining

September 30, 2014, the same 2.9 million shares…
2,914,138 shares remaining

December 31, 2014, the same 2.9 million shares… approved distribution, but an appeal was filed…
2,914,138 shares remaining

March 31, 2015, the same 2.9 million shares… approved distribution, but an appeal was filed…
2,914,138 shares remaining

June 30, 2015, the same 2.9 million shares… the appeal has been dismissed… approximately 1.4 million shares will be redistributed on the next Distribution Date …
2,914,138 shares remaining

September 30, 2015, there were approximately 1.5 million shares… approximately 1.4
million shares were redistributed on August 1, 2015.
2,914,138 – 1,400,000 = 1,514,138 shares remaining

December 31, 2015, there were approximately 1.5 million shares…
1,514,138 shares remaining

March 31, 2016, there were approximately 1.5 million shares…
1,514,138 shares remaining

June 30, 2016, there were approximately 1.5 million shares…
1,514,138 shares remaining

September 30, 2016, there were approximately 1.5 million shares…
1,514,138 shares remaining

December 31, 2016, there were approximately 1.5 million shares…
1,514,138 shares remaining

March 31, 2017, there were approximately 1.5 million shares…
1,514,138 shares remaining

June 30, 2017, there were approximately 1.5 million shares…
1,514,138 shares remaining

September 30, 2017, there were approximately 1.5 million shares…
1,514,138 shares remaining

We can see, what is meant… when they said…

“The Escrow CUSIPS were established solely to facilitate potential distributions, if any, of shares of WMIHC common stock”.

And…
“The Escrow CUSIPS do not, in and of themselves, represent an entitlement to any possible future cash distributions”.

When the last 1.5 million shares in the Escrow account are distributed, the escrow markers will disappear…

Then we wait for our LTI…

Also… The Deutsche Bank court case, has nothing to do with, any cash or money coming back to those that have the escrow markers.

With all due respect…
And as a legacy WMI, Preferred and Common investor, and a WMIH investor …

thank you… for all your due diligence.

Stay safe… Stay healthy

Sorry for the long post…

All IMHO and GLTA…

Jiminy…
Jiminy Christmas…


Just my opinion, research and curiosity…
Not intended to serve as a basis for investment in any security of any issuer. GLTA


Page 40, one of the 1,704,958,913 shares, DISCLOSURE STATEMENT

JPMorgan Chase Testimony

press release dated July 30, 2012, about shares cancelled on March 19, 2012,

News release March 16, 2017, about the Escrow CUSIPS

CONFORMATION ORDER

Annex C