Mr Cooper Group Inc (COOP)

[ron_66271]

BBob, The Series K's ($25.00) are

a Secondary offering of the Trust Preferred Securities TPS. Some of TPS are the "Cayman's".

The K's get one Noncumulative Dividend payment, and then can be Redeemed for FV. K's are to be Redeemed because it just makes good business scene.

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.

You don't own TPS Series K $1,000 FV Preferred shares because these only sold on the Liechtenstein stock exchange.

Guarantees:

All obligations of the Borrower (the “Obligations”) under the Bridge Facility (the “Bridge Obligations”) will be unconditionally guaranteed jointly and severally on an equal priority senior unsecured basis (the “Guarantees”) by WMIH and each existing and subsequently acquired or organized direct or indirect wholly-owned U.S. restricted subsidiary of WMIH (other than any such subsidiary (a) that is a subsidiary of a non-U.S. subsidiary of WMIH that is a “controlled foreign corporation” within the meaning of Section 957 of the Code (a “CFC”), (b) that is a U.S. subsidiary substantially all of the assets of which consist of the equity and/or debt or receivables of one or more direct or indirect non-U.S. subsidiaries that are CFCs (a “CFC Holdco”), (c) that has been designated as an unrestricted subsidiary, (d) that is below a materiality threshold (based on assets or revenues) to be agreed consistent with the Bridge/Bond Documentation Principles, (e) that is not permitted by law, regulation or contract (including any contract relating to debt for borrowed money) (to the extent existing on the Closing Date or, if later, the date it becomes a restricted subsidiary and in each case, not entered into in contemplation hereof) to provide such guarantee or to become a Guarantor, or would require third-party or governmental (including regulatory) consent, approval, license or authorization to provide such guarantee or to become a Guarantor, (unless such consent, approval, license or authorization has been received), or for which the provision of such guarantee would result in a material adverse tax consequence to WMIH or one of its subsidiaries (as reasonably determined by the Borrower in consultation with the Administrative Agent), (f) that is a special purpose entity (including not for profit entities and captive insurance companies), (g) that is a registered broker-dealer, (h) any restricted subsidiary established for the purposes of issuing notes or other securities in connection with a warehouse facility or indebtedness related to mortgage servicing rights or any securitization entities or (i) any subsidiaries of the type not required to provide guarantees in comparable financings for companies in the Company’s industry with the consent of the Administrative Agent (it being understood and agreed that exceptions contained in the indentures governing the Company’s existing notes shall not be subject to the consent of the Administrative Agent) (the “Subsidiary Guarantors”) (collectively, and together with WMIH, the “Guarantors”; and together with the Borrower, the “Credit Parties”). In addition, certain subsidiaries may be excluded from the guarantee requirements under the Bridge Facility Documentation in circumstances where the Borrower and the Administrative Agent reasonably agree that the cost of providing such a guarantee is excessive in relation to the value afforded thereby.

Subject only to the restricted payment covenant in the Bridge Facility Documentation and no continuing payment or bankruptcy event of default, WMIH may designate any subsidiary as an “unrestricted subsidiary” and subsequently, subject to WMIH being able to incur at least $1 of additional debt under the Fixed Charge Coverage Ratio, redesignate any such unrestricted subsidiary as a restricted subsidiary. Unrestricted subsidiaries will be excluded from the guarantee requirements and will not be subject to the representations and warranties, covenants, events of default or other provisions of the Bridge Facility Documentation, and the results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of calculating any financial metric contained in the Bridge Facility Documentation except to the extent of distributions received therefrom.

One for One.

Project Eclipse, referenced in the Commitment Letter is regarding the "Acquisition" of acquiring, directly or indirectly, all of the outstanding equity interests of “Eclipse” (the “Company”) from the equity holders of the Company. "WMI-WMIIC". Commons and Preferred.

The Merger with NSM is a different event.

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