Mr Cooper Group Inc fka COOP

[Mr_Simpson72]

KEY FACTORS IN WMIH-NSM MERGER

After reading carefully the Background of the Merger Pages 92-114 one can get the idea that this merger was not easy at all...

...More than 27 parties throught the process engaged... one year of discussions that started in February 2017...

Lots of strategic review, audits... even WMIH walking away for not getting enough time for Due Dilligence (say what?)
tell us it was to lower the conversion from $1.75 to $1.35 but what could we do... nothing.

Finally, I believe considering all aspects they really believe that the merger would create additional value to retailers and that along with
$6 Billion in NOLs + the possibilities for technological disruption in an industry that needs a new way of doing things could create value for our stock after many years of walking in the desert.

I am happy all roads lead to a new beginning for all parties & look forward the road ahead that we have in front of us once the merger is completely finished.

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KEY FACTORS IN WMIH-NSM MERGER
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In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, including the stock issuance, and to recommend that WMIH’s stockholders approve the stock issuance, the WMIH board of directors evaluated Nationstar and the proposed transaction in consultation with WMIH management, as well as WMIH’s financial, tax and legal advisors. During its deliberations, the WMIH board of directors considered a number of factors, including the following material factors weighing positively in favor of the Nationstar transaction:

• the belief that Nationstar’s business model, operations, financial condition, asset quality, earnings prospects and future growth opportunities and industry sector satisfy WMIH’s acquisition criteria, particularly in light of WMIH’s focus on targets in the financial services industry, as well as companies with consumer finance, commercial finance, specialty finance, leasing and insurance operations;

• the status of Nationstar as a leading mortgage servicing platform in the U.S., serving over 3.2 million customers;

• the fact that Nationstar’s flagship brand, Mr. Cooper, is the largest non-bank mortgage servicer in the U.S.;

• the favorable long-term outlook for the Nationstar business based on its competitive position, management experience, technology systems, compliance culture and new product initiatives;

• the fact that the WMIH board of directors reviewed strategic alternatives and opportunities available to WMIH since emergence from bankruptcy and in light of such efforts, the WMIH board of directors has deemed Nationstar to be a favorable opportunity for WMIH;

• the belief that Nationstar possesses an experienced management team, which has good relationships with regulators, oversees a solid compliance culture and is expected to remain with the combined company;

• the belief that there will be strong stewardship on the combined company board of directors based on experienced directors from WMIH’s board of directors continuing to serve on the board of directors of the combined company;

• the potential to generate attractive core returns on capital for Nationstar’s business through WMIH, including the opportunities to expand Nationstar’s origination activity into adjacent channels;

• the belief that the combined company will have enough free cash flow to service its debt obligations going forward;

• the belief that the combined company will benefit from WMIH’s platform and financial attributes, which are expected to enhance free cash flow available to support business growth and be accretive to stockholders’ equity;

• the belief that Nationstar’s stable core IT systems will be able to support the needs of the combined business and may be expanded;

• the belief that Xome represents a driver of additional value to Nationstar as a technology-enabled mortgage and real estate service business;

• the potential to grow technology and data-enhanced services provided to home buyers, home sellers, real estate professionals and companies engaged in the origination and/or servicing of mortgage loans through the Xome platform;

• the belief that the combined company should be able to leverage technology, derive greater automation efficiencies (and resulting cost benefits) and provide new products and services;

• the fact that WMIH has an approximately $1.26 billion deferred tax asset that is expected to be fully or partially recorded upon completion of the merger;

• the belief that WMIH’s platform, together with and more creativity around capital markets execution, could create incremental economics through more efficient monetization of mortgage servicing rights and other assets;

• the potential to drive material appreciation in WMIH’s share price over time;

• the expectation that WMIH will benefit from an improved public company profile, including increased liquidity in its stock;

• the belief that the terms of the merger agreement, including the merger consideration, were the result of extensive arm’s-length negotiations between representatives of WMIH and Nationstar; and the fact that the merger consideration is fixed and will not fluctuate based upon changes in the market price of the WMIH common stock between the date of the merger agreement and the date of the consummation of the proposed combination, providing greater certainty to WMIH regarding the anticipated financial benefits of the combination;

• the opinion, dated February 12, 2018, of KBW to the WMIH board of directors and the WMIH audit committee as to the fairness, from a financial point of view and as of the date of the opinion, to WMIH of the aggregate merger consideration in the proposed merger, as more fully described below under “—Opinion of WMIH’s Financial Advisor ” beginning on page 135;

• the belief and expected likelihood that the regulatory and other approvals required in connection with the merger will be received in a reasonably timely manner and without the imposition of burdensome conditions; and

• the consideration that the proposed transaction would satisfy the “Qualified Acquisition” definition in WMIH’s charter.

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