Mr Cooper Group Inc (COOP)

[wwhatthe]

About our Release, the Plan, Annex C and APR… Just a little Research and all IMHO…


I’m an investor just like you…
I believe…
Any assertion or theory must fit and be stated and expressed in words somewhere within “THE PLAN” or “Annex C”.

This is how I see the WMI’s reorganization and Liquidation. And why…

All IMHO…
“The Plan” and “Annex C” …

All assets are used in the Bankruptcy… they’re ether used in the reorganization by the reorganizing debtors or they’re Liquidated in order to pay creditors and equity holders.

There’re no hidden assets…

We’re looking at $307 Billion Dollars for the WMB’s corporate structure… plus, about $7.3 Billion for the WMI’s Non-Banking corporate structure including cash.
Which is $314.3 Billion Dollars… (this is the WMI Estate)

We have Debtor’s assets and non-Debtor’s assets…

But…
What’s more important is that we have “assets associated with the reorganizing debtor” and “assets unassociated with the reorganizing debtor”.

This is from Page 16 of the…
DISCLOSURE STATEMENT, (link at Bottom)

It says…
…The use of a liquidating trust structure is common to reorganization cases where assets
unassociated with the reorganizing debtor are distributed to a liquidating trust to be liquidated for the benefit of creditors and/or equity holders.

This is a reorganization (The Plan) and voluntary liquidation and dissolution or winding-up, of WMI (Annex C).

We have…
Assets associated with the reorganizing debtor.
And assets unassociated with the reorganizing debtor

(Forgive me if I repeat myself over and over)

The assets associated with the reorganizing debtor are assets used in the reorganization.
These are retained assets that ultimately became WMIH… Assets like, WMIIC and 31 others empty subs plus WMMRC and the NOL’s…

The assets unassociated with the reorganizing debtor, are not used in the reorganization,

instead they go to the Liquidating Trust and are turned into cash, then distributed to the creditors and/or equity holders as stated in the above excerpt.

So…
From the assets unassociated with the reorganizing debtor…

There are assets/cash that are distributed to the creditors…
And there are assets/cash that are distributed to the equity holders…
Both from the Liquidating Trust.

Assets not used in the reorganization are unassociated assets…

As we can see from the excerpt… all of the unassociated assets are placed into one pile…

That pile is the Liquidating Trust…
The assets are converted into cash and the cash is used to pay the creditors, and whatever is left over… goes to the equity holders. (this is all done from the Liquidating Trust)

There’s only $7.3 Billion Dollars in this pile, it does not include the FDIC-R’s pile ($32.9 Billion) or the FDIC-C’s pile ($274.1 Billion).

This next excerpt is from the WMI LIQUIDATING TRUST… it tells us there are two “distribution procedures and priorities” … one for the creditors and one for the equity holders.

It’s “the Plan” and “Annex C”.
It also tells us, they are managed and are part of the “Trust Agreement”. (two distributions from one pile of cash… “the Liquidating Trust”)

To confirm there are two distribution procedures and priorities…
This is from a 10-K of the WMI LIQUIDATING TRUST Dec 31, 2017 page 4, … (link at Bottom)

Distributions
The proceeds in excess of expenses and liabilities that are obtained during the life of the Trust will be distributed to LTI holders in accordance with the distribution procedures and priorities set forth in the Plan and Annex C of the Trust Agreement.

The Liquidating Trust has two types of distribution procedures and priorities…

There’s the distribution procedures and priorities for the Plan…
This is with respect to the Court paying the creditors and distributing the new company shares…

It distributes about $8 Billion Dollars to the Creditors… and the new company shares to the creditors and/or equity holders…
it’s the distributions to Tranche’s 1 thru 5 plus the new shares.

And…
There’s the distribution procedures and priorities in Annex C…
This distribution distributes everything over the $8 Billion Dollars, to the equity holders.

This is the distributions to Tranche 6… it’s everything left over after paying the debt in Tranche’s 1 thru 5.

It’s all cash and is distributed in accordance with the distribution procedures and priorities set forth in Annex C.

The above excerpt also tells us the distribution will be distributed to LTI holders…

So… in order to receive a distribution of any kind, you need to be issued an LTI.


The Plan deals with paying the debt to the creditors and reorganizing the new company. which includes distributing the new company shares.
The debt to the creditors is paid with $8 Billion Dollars in Debtor’s assets.

The assets in Annex C is not part of the debt and is not part of the reorganization.
Annex C’s assets are non-Debtor assets and only have to be processed… which means the assets have to be liquidated and distributed to the Equity holders.

Annex C is not part of the reorganization or “the Plan”.

So… what’s the difference between the distribution procedures and priorities in the Plan and the distribution procedures and priorities in Annex C…

This next excerpt is from page 13 of the revised DISCLOSURE STATEMENT, (Link at Bottom)

K. Assets of WMI’s Non-Debtor Subsidiaries

Pursuant to applicable law, and as stated by the Bankruptcy Court at the March 21, 2011
hearing, the Bankruptcy Court’s jurisdiction is limited to assets of the Debtors and not to those of any non-Debtor subsidiary.

So…
The “Filed Plan” or Bankruptcy Court, is limited to assets of the Debtors… (the Debt is about $8 Billion Dollars)

and not to those of any non-Debtor subsidiary.
(Annex C assets are non-Debtor assets and are assets unassociated with the reorganizing debtor)

And so…
The Bankruptcy Court’s jurisdiction, “the Plan” … is limited to those subs that have the Debt… which is estimated to be about $8 Billion Dollars… (its closer to $7.3 Billion)

So, the difference between the Plan and Annex C is…

The distribution procedure and priority in the Plan…
Distributes $8 Billion Dollars cash to the creditors… (Tranche’s 1 thru 5)

And if they elected to receive new company shares, the distribution also distributes new company shares to those creditors.
The creditors must give a release in order to receive the $8 Billion Dollars cash and the new company shares…

The Plan also distributes the new company shares to the old equity holders that gave a release. (75%, 25%... these are new company shares and not cash.)

So… “the Plan” is limited to a distribution of $8 Billion Dollars and new company shares.
Annex C receives everything over the $8 Billion Dollars.

Brian Rosen and the FDIC has always stated there’s no money in the plan for preferred and commons, this is because the Plan’s distribution procedure and priority, Distributes $8 Billion Dollars cash to the creditors…
The distribution procedure and priority for the preferred and commons is from Annex C… and Annex C is not part of the Bankruptcies reorganization… “the Plan”.

This can also be illustrated from…

MARY F. WALRATH
Statement before
UNITED STATES HOUSE OF REPRESENTATIVES COMMITTEE, (Link at Bottom)

She states the Debt was in excess of $7 billion Dollars… and all creditors received
100% of their claims with post-petition interest and shareholders
received stock…

This is the distribution procedure and priority in “the Plan” (Tranche’s 1 thru 5) … it Distributes about $8 Billion Dollars cash to the creditors and also the new company shares to those creditors and old equity holders that gave a release…

This is not the distribution procedure and priority in Annex C… (Tranche 6)

She says…
Quote,
In excess of $7 billion was distributed to
creditors and shareholders. Virtually all creditors received
100% of their claims with post-petition interest and shareholders
received stock and warrants in a subsidiary that was capitalized
with $150 million in new money… unquote

This excerpt shows us, in the Bankruptcy “The Plan” or “The Court” … the creditors received about $7 billion Dollars and shareholders received new company stock.

So, this helps confirm…
That the Bankruptcy Court or “the Plan”, is limited to about $8 Billion Dollars cash and new company shares… (this required a release).

Anything over the $8 Billion Dollars in cash is distributed by Annex C to the Equity holders … this is the Equity holder’s cash and is distributed among the Equity holders. (this does not require a release… more on this later)

From the above 4 excerpts…
We can see the difference between “the Plan” and “Annex C”
And the difference between the distribution procedure and priority in “the Plan” … and the distribution procedure and priority in “Annex C”

We can also see why Tranche’s 1 thru 5 must get paid before Tranche 6.

All the unassociated assets are converted to cash…
$8 Billion in cash is distributed through the Plan to pay the creditors…
The rest goes through Annex C to pay the Equity holders.

Both performed and executed by the Liquidating Trust.

One thing to note…
If the asset isn’t used in the reorganization, then it’s turned into cash.
(so, there’s nothing left)

All unassociated assets are converted to cash…


About are release and APR…
But… before this post gets to long…

I’m going to stop here then continue on a new post.

Before I stop here, I would like to say something about the value of the WMI Estate.

All IMHO…
From page 54 of the DISCLOSURE STATEMENT and Exhibit C …

The WMI Estate is equal to the WMB’s corporate structure ($307 Billion, this from the FDIC and OTS) … plus, the WMI’s Non-Banking corporate structure (about $7.3 Billion, this from Exhibit C, in the D/S).


The WMI Estate is equal to $307 Billion plus $7.3 Billion… which is $314.3 Billion.

The WMI’s, WMB corporate structure is made up of all the Debtor’s Estate assets and part of the non-Debtor’s Estate assets… (these assets were seized by the FDIC)

The WMB’s corporate structure can be broken down into three parts…

The Debtor’s Estate is $32.9 Billion in assets with $8 Billion in Debt.
So, the $32.9 Billion in assets are liquidated and $8 Billion Dollars is applied to the Debt, leaving $24.9 Billion Dollars…

This is the Debtor’s Estate… it’s $8 Billion Dollars in assets plus the $24.9 Billion Dollars in assets. (the Debtor’s Estate makes up the FDIC-R)

If we take the Total $307 Billion Dollars in assets and subtract the Debtor’s Estate $32.9 Billion in assets, we get part of the Non-Debtor Estate $274.1 Billion Dollars…

So, the three parts of the WMB’s corporate structure are…

1.) $8 Billion Dollars in assets… These are Debtor’s assets and are assets unassociated with the reorganizing debtor, these assets are not used in the reorganization, these assets are liquidated and are used to pay the creditors in the Plan.

2.) $24.9 Billion Dollars in assets… These are also Debtor’s assets, and are assets unassociated with the reorganizing debtor… these are not used in the reorganization… these are held by the FDIC-R… but the Debts been paid and so, these assets will eventually go to the Liquidating Trust to be distributed to the equity holders through Annex C.

3.) $274.1 Billion Dollars in assets… These are non-Debtor’s assets and are assets unassociated with the reorganizing debtor… these are not used in the reorganization… these are held by the FDIC-C and will eventually go to the Liquidating Trust to be distributed to the equity holders through Annex C.

If we add up the unassociated assets that are going to Annex C, we get…

$24.9 Billion Dollars, plus $274.1 Billion Dollars, which equals to $299 Billion Dollars

This is the WMB’s corporate structure after the Debt has been paid…

Again, All IMHO…
This is the cash… the FDIC-C and the FDIC-R are holding.

We can also take the WMB’s corporate structure (total assets $307 Billion) and subtract the Debt of $8 Billion Dollars…
And we get $307 Billion minus $8 Billion, equals to $299 Billion Dollars.

This is also, the WMB’s corporate structure after the Debt has been paid.

What’s really interesting is…

The WMI Estate is equal to the WMB’s corporate structure ($307 Billion) … plus, the WMI’s Non-Banking corporate structure (about $7.3 Billion).
Which is $314.3 Billion Dollars…

If we take the $314.3 Billion Dollars and subtract Judge MARY F. WALRATH’s “In excess of $7 billion” or $7.3billion… we get $307 Billion Dollars…

Which is the entire WMB’s corporate structure…

The debt to the creditors is paid from the reorganizing Debtors efforts first… then from the FDIC-R efforts… therefore, the FDIC must wait for the Bankruptcy to close…

The reorganizing Debtors paid the Creditors with cash on hand, plus cash from tax returns and the liquidation of the Non-Banking corporate structure… which Totaled out to $7.3billion Dollars.

So, the entire Debt was paid from the reorganizing Debtors efforts and not from the FDIC.

I believe the entire WMB’s corporate structure $307 Billion Dollars will be coming back to the Equity holders… plus interest.


To illustrate why…

This is from…
the AMENDED MEMORANDUM OPINION page 7,
ROSEMARY M. COLLYER
United States District Judge

“In its role as receiver for a failed depository institution, the [FDIC-R] has a statutory obligation generally to maximize the return on the sale or disposition of the receivership estate’s assets. The receiver distributes any funds realized from its liquidation efforts to the failed institution’s creditors and shareholders in accordance with the FDIC’s priority scheme.”

So, the FDIC-R, sells the WMB’s assets and distributes the funds in accordance with the FDIC’s priority scheme… which is on page 140 of the D/S…

Which is also, the distribution procedure and priority in the Plan and Annex C…

I’ll leave it here… thank you for reading my post.

And thank you all, for all your due diligence.
A special thank you, to GO4AWILDRIDE and muyuan51.

Those that Private Messaged me, I’m sorry but I don’t have that function for Private Messaging.

Stay safe… Stay healthy

All IMHO and GLTA…

Jiminy…
Jiminy Christmas…


Just my opinion, research and curiosity…
Not intended to serve as a basis for investment in any security of any issuer. GLTA


DISCLOSURE STATEMENT

10-K of the WMI LIQUIDATING TRUST Dec 31, 2017 page 4

revised DISCLOSURE STATEMENT page 13… K. Assets of WMI’s Non-Debtor Subsidiaries

MARY F. WALRATH Statement