Mr Cooper Group Inc (COOP)

[ron_66271]

“Eclipse” (the “Company”) is WMIIC

Pay special attention to the term "equity interests" from EXHIBIT A.

The equity holders of the Company, “Eclipse” (the “Company”) is old WMI Escrow Holders. Hence; WMIH Shares for WMI/WMIIC Value.

IMO;
Common WMIH shares to old WMI Common shareholders for their "equity interests" of Eclipse/WMIIC.
New WMIH Preferred shares to old WMI Preferred holders for their "equity interests" of Eclipse/WMIIC Trust Preferred Funding.

The Series R Preferred shares are "Perpetual", and New shares will be issued.
The Series K Preferred shares are "Redeemable", therefore the K will be Redeemed.

Bridge Facility
Remember; Equity interest can be used as collateral. WMIIC is a Guarantor to the Capital raised.


Thank You cura asada
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In case you didn't read it yet. Thanks Ron 66271

EXHIBIT A
Project Eclipse
Transaction Description

Wand Merger Corporation (“Buyer”), a newly formed shell entity which is an affiliate of WMIH Corp. (“WMIH”), intends to acquire, directly or indirectly, all of the outstanding equity interests of the entity previously identified to us by you as “Eclipse” (the “Company”) from the equity holders of the Company.

In connection with the foregoing, it is intended that:

a) Pursuant to the Agreement and Plan of Merger, by and among the Company, the Buyer and the other parties referenced therein, dated as of the date hereof (together with all exhibits, annexes, schedules and disclosure letters thereto, collectively, as modified, amended, supplemented or waived, the “Acquisition Agreement”), Buyer will be merged with and into the Company, with the Company surviving such merger, in all material respects in accordance with the terms thereof (the “Acquisition”). After giving effect to the Acquisition, the Company shall become a direct or indirect wholly-owned subsidiary of WMIH.


b) The sum of (1) the product of (i) the number of outstanding common equity shares issued by WMIH prior to giving effect to the Acquisition, (ii) the exchange ratio for such shares set forth in the Acquisition Agreement and (iii) the value of such common equity interests (it being understood and agreed that the value of each such share shall be deemed to be the price set forth in the Acquisition Agreement regardless of the actual trading price of such share) and (2) the value of the common equity interests in WMIH issued to the equityholders of the Company (it being understood and agreed that the aggregate value pursuant to this clause (2) shall be as set forth in the Acquisition Agreement) (clauses (1) and (2) collectively, the “Equity Contribution”) shall be at least 30% (the “Minimum Equity Contribution”) of the sum of (1) the aggregate gross proceeds of the Bridge Facility borrowed on the Closing Date (or Senior Unsecured Notes issued in lieu thereof) and (2) the equity capitalization of WMIH and its subsidiaries on the Closing Date after giving effect to the Transactions; provided that WMIH shall use cash on its balance sheet of at least $550.0 million in connection with the Transactions. To the extent that WMIH issues equity on or prior to the Closing Date (excluding for the avoidance of doubt the existing Class A preferred shares of WMIH or any successor thereto), other than common equity, such issuance shall be on the terms and conditions reasonably satisfactory to the Majority Lead Arrangers.


c) The Borrower will either issue the full $2,750 million amount of the Senior Unsecured Notes and/or borrow up to the unissued amount of the contemplated $2,750 million issuance in an aggregate principal amount of Bridge Loans, in each case on the Closing Date of the Acquisition.

See EXHIBIT A
https://www.sec.gov/Archives/edgar/data/933136/000119312518045989/d539539dex105.htm