Mr Cooper Group Inc (COOP)

[ron_66271]

NSM Deal is 70% in WMIH CASH

From the S-4

https://ih.advfn.com/p.php?pid=nmona&article=77019446

68,104,736 / 97,727,755 = .69688 or 70% in CASH


(1) Based on the maximum number of common shares, par value $0.00001 per share (“WMIH common stock”), of the registrant (“WMIH”) estimated to be issued in connection with the merger described herein (the “merger”). This number is based on the product of (a) the difference of (i) the sum of (A) 97,727,755, the aggregate number of shares of common stock, par value $0.01 per share (“Nationstar common stock”), of Nationstar Mortgage Holdings Inc. (“Nationstar”), outstanding as of February 8, 2018, which number excludes shares of Nationstar common stock owned by WMIH or Nationstar (as treasury stock or otherwise) and includes 363,934 shares of Nationstar common stock granted in respect of outstanding Nationstar restricted stock awards, plus (B) 2,930,632, the aggregate number of shares of Nationstar common stock reserved for issuance upon the settlement of Nationstar restricted stock unit awards outstanding as of February 8, 2018 and that may be issued after such date pursuant to the terms of the merger agreement between WMIH and Nationstar described herein, minus (ii) 68,104,736, which represents the number of shares that will be paid cash in the merger (prior to taking into account any proration or adjustment), and (b) an exchange ratio of 12.7793 shares of WMIH common stock for each share of Nationstar common stock. /

"(1) Based on the maximum number of common shares, par value $0.00001 per share (“WMIH common stock”), of the registrant (“WMIH”) estimated to be issued in connection with the merger described herein (the “merger”). This number is based on the product of (a) the difference of (i) the sum of (A) 97,727,755, the aggregate number of shares of common stock, par value $0.01 per share (“Nationstar common stock”), of Nationstar Mortgage Holdings Inc. (“Nationstar”), outstanding as of February 8, 2018, which number excludes shares of Nationstar common stock owned by WMIH or Nationstar (as treasury stock or otherwise) and includes 363,934 shares of Nationstar common stock granted in respect of outstanding Nationstar restricted stock awards, plus (B) 2,930,632, the aggregate number of shares of Nationstar common stock reserved for issuance upon the settlement of Nationstar restricted stock unit awards outstanding as of February 8, 2018 and that may be issued after such date pursuant to the terms of the merger agreement between WMIH and Nationstar described herein, minus (ii) 68,104,736, which represents the number of shares that will be paid cash in the merger (prior to taking into account any proration or adjustment), and (b) an exchange ratio of 12.7793 shares of WMIH common stock for each share of Nationstar common stock.




1. To approve the issuance of 416,012,872 shares of WMIH common stock (which we refer to as the “stock issuance”) to be issued as a portion of the merger consideration pursuant to the Agreement and Plan of Merger, dated as of February 12, 2018 (which we refer to as the “merger agreement”), by and among WMIH, Wand Merger Corporation and Nationstar Mortgage Holdings Inc. (“Nationstar”) (which we refer to as the “stock issuance proposal”);

97,727,755 * 12.7793 * X% = 416,012,872 shares of WMIH common stock

X% = 416,012,872 / (97,727,755 * 12.7793)

X% = 33.3% in shares of WMIH common stock

Therefore; 66.67% of the Merger will be in CASH.

$18.00 * 97,727,755 * 6667 = $1.17 Billion in CASH to complete the NSM Merger.


NOW, there is WMIH going to all that CASH? The SBP are only about $550MM, or $.55B.

WMIH is $1.17 - $.55 = $.62B short????


There was two BK filings, and we have only received benefit from the second first filing of WMI and not the first first filing of WMIIC.

IMO, WMIH needs 1.215B WMIH shares for the One for One with WMI Escrow holders.


1.215B + .207B + .621 + .416 = 2.46B WMIH shares out after 1 for 1 and Merger with NSM.

WMIH is protecting WMIH shares, not CASH.

WHY?

IMO, WMIH must have some surprise CASH coming.