Mr Cooper Group Inc fka COOP

[Large Green]

CWG, I have contended from 2/13/2018 the term “Equity Interests” refers to those investors who signed timely releases by 3/2012 and who now hold Escrow ShareMarkers in their accounts.

I further contend if you read the legalese in the 2/13/2018 WMIH 8K Filing that “Eclipse” buys the “Equity Interests” from those investors who signed releases then this is merged/eclipsed into WAND (set up for liability protection) then WAND is merged into WMIH. I believe we have been told about the share exchange event but numbers are obviously missing that must be forth-coming in my view. Read on.

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Merger according to the 8K merger filing.

https://www.accountingtools.com/articles/2017/5/4/the-triangular-merger

In a triangular merger, the acquirer creates a wholly-owned subsidiary, which in turn merges with the selling entity. The selling entity then liquidates. The acquirer is the sole remaining shareholder of the subsidiary. Depending on the structure of the deal, a triangular merger can reduce the effort required to obtain shareholder approval of an acquisition.

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The characteristics of the transaction are the same as those for a Type “A” acquisition, which are:

At least 50% of the payment must be in the stock of the acquirer
The selling entity is liquidated
The acquirer acquires all assets and liabilities of the seller
It must meet the bona fide purpose rule
It must meet the continuity of business enterprise rule
It must meet the continuity of interest rule
It must be approved by the boards of directors of both entities
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So according to the WMIH 8K merger filing with NSM, it discusses four entities so with four entities, this cannot be a Triangular Merger but according the the 8K filing it is a Triangular Merger.

Here is the difference (love these names) in that Equity Interests are those investors who originally owned WMIH preferred and/or common equity and then signed timely releases by the deadline to exchange which was 3/2012 and then these investors were issued NewCo/WMIH shares AND Escrow ShareMarkers.

In my view, Eclipse will purchase Equity Interests who are those investors who have Escrow ShareMarkers in their accounts, then Eclipse is eclipsed into WAND (set up for liability protection) which is then merged into NSM then ultimately merged into WMIH.

With that said, upon finality of WMIH/NSM closing, I believe Escrow ShareMarker holders will see the share exchange event simultaneously to the NSM/WMIH closing and I believe the shares will show up in our accounts within a week of the merger finalization.

1) WMIH
2) NSM
3) WAND
4) Eclipse
5) Equity Interests

Definitions of the following have specific legal meaning in the context of this merger agreement I believe.

A. Merger
B. Acquisition
C. Equity Interests
U
From the Project Eclipse Commitment Letter…

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

“Eclipse”, a Delaware corporation (the “Company”)
From Exhibit A –

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.
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Project Eclipse - Exhibit A - Equal Escrow ShareMarkers-My view, possibly during finalization of merger between NSM and WMIH, we MAY see 8K from ] WAND/WMIH-Corp doing business with Eclipse to show us the way forward

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

Again, let the following sink in:
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.
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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 equity-holders 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.