Mr Cooper Group Inc (COOP)

[Large Green]

austin, if you would read the filing and information I put out in the my post you would clearly see on closing WMIH will have about 1.2 billion shares outstanding of which there are only 206 million shares as a result of the ownership change on 3/19/2012.

Now, does that appear to be an a ownership change...well, it does to me.

So, if you would read the filing, yeah a real 8K filing for the merger agreement filed on 2/13/2108 you would clearly see in the REQUIREMENTS for closing there can not be an ownership change.

Only one way to maintain a 51% ownership and that is to issue shares to the Escrow ShareMarker holders who signed releases on 3/19.2012.

So, you need to read the Tax Opinion which is a REQUIREMENT for this merger to close and once this sinks in then come back and respond

Section 382 of IRS code says 51% ownership must be maintained by >5% owners, otherwise there will be an ownership change so to avoid a minimum of 450 million shares MUST be issued to Escrow ShareMarkers simultaneous to merger closing

Page 70/71 merger document filed on 2/13/2018-Section 8-Tax Opinion

https://www.sec.gov/Archives/edgar/data/933136/000119312518045989/d539539dex21.htm


(d) Tax Opinion. The Company shall have received a copy of a written opinion of BDO (“Parent’s Tax Advisor”), dated as of the Closing Date, in form and substance reasonably satisfactory to the Company, to the effect that (based on the most current information available prior to the Closing Date as provided by Parent to BDO and subject to customary assumptions and qualifications) (i) there should not have been an Ownership Change since March 19, 2012, and (ii) the Merger, taken together with the other transactions contemplated by this Agreement and occurring on the Closing Date, should not result in an Ownership Change (the “382 Tax Opinion”). In rendering the 382 Tax Opinion, Parent’s Tax Advisor shall be entitled to receive and rely upon tax representation letters, including from Parent.