Mr Cooper Group Inc fka COOP

[hotmeat]

Excellent post citing some critical info, especially stating we WILL be issued LTI's,...but i have a couple issues. Equity interests are not claims but rather are subordinate to claims against the estate. This can be seen at the top of pg 41 of the DS.....

Quote: "The Debtors dispute whether the interests of certain holders of Equity Interests or Claims against the Debtors (which Claims are or have been determined by the Bankruptcy Court to be subject to subordination to the level of Common Equity Interest in accordance with section 510 of the Bankruptcy Code), including, without limitation, holders of restricted shares of Common Equity Interests, should be allowed. In addition, as discussed in more detail in Section V.B.5.d hereof, notwithstanding that, pursuant to the Dime Warrants Opinion, dated January 3, 2012, the Bankruptcy Court determined that holders of Dime Warrants hold Common Equity Interests in, rather than Claims against, the Debtor’s estates, as of the date of this Disclosure Statement, the Dime Warrants Opinion has not yet become a Final Order. Thus, there is still an open dispute as to whether holders of Dime Warrants hold Equity Interests or Claims and, if the latter, whether such Claims should be subordinated in accordance with section 510 of the Bankruptcy Code.

This is obviously stating Equity Interests are NOT Claims against the Debtors (note the use of caps "Claims").



The Liquidation preference for the Series K, R and the Reits (Series J + N) stated in their respective Prospectus's were extinguished in the POR on the effective date....

Quote: "POR7...PGS 59-60
"23.2 Cancellation of REIT Series: Notwithstanding the provisions of Section 23.1 hereof, on the Effective Date, all REIT Series shall be deemed extinguished and the certificates and all other documents representing such Equity Interests shall be deemed cancelled and of no force and effect.

"23.3 Cancellation of Preferred Equity Interests: Notwithstanding the provisions of Section 23.1 hereof, on the Effective Date, all non-REIT Series Preferred Equity Interests shall be deemed extinguished and the certificates and all other documents representing such Equity Interests shall be deemed cancelled and of no force and effect."




From the post you quoted, JPM cannot own the Trust assets since WMB also did not own them. If WMB "owned" the Trusts then those assets could not qualify for Safe Harbor and the assets could be seized and sold. There must be a clear separation of assets from the Originator (WMB) via "true sales" to qualify for Safe Harbor. Once that was done, the P&AA states what JPM could not buy....

QUOTE: " “Assets” means all assets of the Failed Bank purchased pursuant to Section 3.1. Assets owned by Subsidiaries of the Failed Bank are not “Assets” within the meaning of this definition.” "

All 1.7B shares are not eligible to receive LTI's and any subsequent cash distributions because they did not sign timely releases. From the statement on Escrow Cusips...

Quote: "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, and then, only if a shareholder had satisfied timely all conditions applicable to receiving any such Liquidating Trust Interests."




The math is a bit fuzzy here,..75% goes to Prefs until they are paid in full and 25% to Commons until Prefs paid in full, with rest to Commons??? So if Prefs are not made whole, Commons get nothing???

This IMO sounds like APR which we know was nullified by the POR and in additions ALL prior rights of Prefs (including their $25/$1000 Liquidation Rights) and Commons (what claims???) voided by cancelling ALL their respective documents.

The use of the term "claims" to describe Pref and Common Interests directly disputes the statements in the DS, so IMO this may be a misnomer.

With APR and documents voided the only reasonable presumption is that 75%/25% applies till all assets are dispensed to ensure Commons receives a distribution.