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Saturday, July 21, 2018 8:50:20 PM
Now, we have learned about Safe Harbor/Bankruptcy Remote regarding how assets can be legally shielded from creditors in Delaware Federal Bankruptcy Court. I will point out what is said below highlighted in red.
This one statement I have highlighted below in red can literally be adjusted to ANY RELATIVE number and all will be very legal. Yes, this is how some of the "Legal Shielding" works legally to shield assets, then bring to life the REAL VALUES when the time is right.
Guess what, this is beautiful as the question of when "time is right" is almost ready to be shown to ALL!
https://www.sec.gov/Archives/edgar/data/933136/000119312518204233/d652355d8k.htm
Item 8.01. Other Events.
As previously disclosed, WMIH Corp., a Delaware corporation (which we refer to as “WMIH”), Wand Merger Corporation, a wholly owned subsidiary of WMIH, and Nationstar Mortgage Holdings Inc., a Delaware corporation (which we refer to as “Nationstar”), have entered into an Agreement and Plan of Merger, dated as of February 12, 2018, as it may be amended from time to time (which we refer to as the “Merger Agreement”), pursuant to which Nationstar will merge with and into Wand Merger Corporation, with Nationstar surviving the merger as a wholly owned subsidiary of WMIH (which we refer to as the “Merger”).
In connection with the Merger, on March 23, 2018, WMIH filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (File No. 333-223862)(the “Form S-4”), and subsequently WMIH filed amendments to the Form S-4 on May 18, 2018 and on May 29, 2018 (the Form S-4 as amended, the “Amended Form S-4”). On June 1, 2018, Nationstar and WMIH each filed a definitive proxy statement/prospectus, dated May 31, 2018, with the SEC relating to the Merger.
As disclosed in the proxy statement/prospectus, on May 8, 2018, a purported class action lawsuit, styled as Franchi v. Nationstar Mortgage Holdings Inc., et al., Case No. 3:18-cv-01170-B (the “Action”), was filed in the United States District Court for the Northern District of Texas naming Nationstar, WMIH, Wand Merger Corporation and the individual members of the Nationstar board of directors as defendants (collectively, the “Defendants”). The complaint alleges that the Defendants violated the Securities Exchange Act of 1934 (the “Exchange Act”) by disseminating a false and misleading registration statement. The lawsuit seeks a variety of equitable and injunctive relief including, among other things, enjoining the consummation of the Merger, rescinding the Merger to the extent already implemented, directing the Defendants to disseminate a registration statement that does not contain any untrue statement of material fact, declaring the Defendants violated the Exchange Act, and awarding the Plaintiff and the putative class costs and attorneys’ fees.
On June 26, 2018, the Plaintiff and the Defendants (together, the “Parties”) entered into a memorandum of understanding (the “MOU”) to resolve the claims asserted by the Plaintiff. Pursuant to the MOU, the Parties agreed that the Defendants would cause to be made the supplemental disclosures set forth herein. The MOU further specifies that, within five (5) business days of the closing of Merger, the Parties will file a stipulation of dismissal of the Action pursuant to Federal Rule of Civil Procedure 41(a). That stipulation will dismiss Plaintiff’s individual claims with prejudice, and dismiss the claims purportedly asserted on behalf of a putative class of Nationstar shareholders without prejudice.
The MOU will not affect the timing of the annual meeting of WMIH shareholders, the timing of the Merger or the amount or form of consideration to be paid in the Merger.
The Defendants believe that the Action is without merit and that no supplemental disclosure is required to the proxy statement/prospectus under any applicable rule, statute, regulation or law. However, in order to, among other things, eliminate the burden, inconvenience, expense, risk, and disruption of continuing litigation, Nationstar has determined that it will make the below supplemental disclosures. The WMIH board of directors continues to recommend unanimously that you vote “FOR” the proposals being considered at the annual meeting of WMIH shareholders.
The proxy statement/prospectus is modified and superseded by, and should be read as part of, and in conjunction with, the disclosures set forth in this current report on Form 8-K. To the extent that information in this current report on Form 8-K differs from or updates information contained in the proxy statement/prospectus, the information in this current report on Form 8-K shall supersede or modify the information in the proxy statement/prospectus.
SUPPLEMENTAL DISCLOSURE
Nationstar is providing WMIH with the following supplemental disclosures to the proxy statement/prospectus in connection with the settlement of the Action. The Parties have entered into a MOU to settle the Action. Pursuant to the MOU, Nationstar has agreed to provide the additional information set forth below. Capitalized terms used herein but not otherwise defined herein have the meanings ascribed to those terms in the proxy statement/prospectus. All page references are to the proxy statement/prospectus and terms used below, unless otherwise defined, shall have the meanings ascribed to such terms in the proxy statement/prospectus. Without admitting in any way that the disclosures below are material or required to be made, Nationstar is providing the following supplemental disclosures. For the avoidance of doubt, no deletion of any other additional text or information omitted from this supplemental disclosure is intended unless specifically noted here (with deleted text struck through).
The disclosure in the section “Certain Nationstar Financial Forecasts” is hereby modified by inserting the below (with new text underlined) at the end of that section on page 118 of the proxy statement/prospectus, immediately before the section titled “Opinion of the Financial Advisor to the Nationstar Board of Directors”.
Nationstar management previously prepared certain pre-merger financial projections that were provided to Nationstar’s financial advisors, including the following:
Selected Pre-Merger Financial Projections(1)
Year Ending December 31,
2018 2019 2020 2021
(amounts in millions)
Adjusted Pre-Tax Income (Projected Pre-Tax Earnings) $ 291 $ 401 $ 474 $ 570
Projected After-Tax Net Income 220 304 360 432
Projected After-Tax Book Value 1,950 2,253 2,613 3,045
Projected After-Tax Cash Flows(2) 289 279
236
257
(1) Totals exclude the impact of future mark-to-market adjustments.
(2) Projected data before debt repurchases.
Nationstar management also prepared estimates, for years 2018 through 2021 only, with respect to cash tax savings potentially resulting from the merger, which estimates were extrapolated by Citi based on discussions with Nationstar management for the years 2022 through 2028 ($ in millions):
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028
$58 $ 73 $ 89 $ 111 $ 129 $ 139 $ 144 $ 149 $ 154 $ 159 $ 56
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