Mr Cooper Group Inc (COOP)

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~ Proper WMI Preferreds Issued "Understanding", Requires Complete Research ~

On March 7, 2006, Washington Mutual Preferred Funding (Cayman) I Ltd. issued $750,000,000 of 7.25% Perpetual Non-cumulative Preferred Securities and Washington Mutual Preferred Funding Trust I issued $1,250,000,000 of Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities. On December 6, 2006, Washington Mutual Preferred Funding Trust II issued $500,000,000 of Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities. On May 21, 2007, Washington Mutual Preferred Funding Trust III issued $500,000,000 of Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities. On October 18, 2007, Washington Mutual Preferred Funding Trust IV issued $1,000,000,000 of Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities. These securities are collectively referred to herein as “Preferred and Trust Securities.” Payments to investors in respect of the Preferred and Trust Securities are funded by distributions on certain series of securities issued by Washington Mutual Preferred Funding LLC, one of our indirect subsidiaries, with similar terms to the relevant series of Preferred and Trust Securities, which we refer to as the “LLC Preferred Securities.”

The Series R Preferred Stock will rank junior to all of our and our subsidiaries’ liabilities in the event of a bankruptcy, liquidation or winding up.

In the event of bankruptcy, liquidation or winding up, our assets will be available to pay obligations on the Series R Preferred Stock only after all of our liabilities have been paid. In addition, the Series R Preferred Stock will rank in parity with the other series of preferred stock and will effectively rank junior to all existing and future liabilities of our subsidiaries and the capital stock (other than common stock) of the subsidiaries held by entities or persons other than us or entities owned or controlled by us. The rights of holders of the Series R Preferred Stock to participate in the assets of our subsidiaries upon any liquidation, reorganization, receivership or conservatorship of any subsidiary will rank junior to the prior claims of that subsidiary’s creditors and equity holders. As of September 30, 2007, we had total consolidated liabilities of approximately $306 billion. In the event of bankruptcy, liquidation or winding up, there may not be sufficient assets remaining, after paying our and our subsidiaries’ liabilities, to pay amounts due on any or all of the Series R Preferred Stock then outstanding.

Preferred Securities Offering

On May 24, 2007, Washington Mutual Preferred Funding Trust III, a Delaware statutory trust (“WaMu Delaware III”), closed the sale of $500,000,000 of its Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities, liquidation preference $100,000 per security (the “Trust Securities”).

In addition, on May 24, 2007, Washington Mutual Preferred Funding LLC, a Delaware limited liability company (“WaMu LLC”), closed the sale to WaMu Delaware III of $500,000,000 of WaMu LLC’s Fixed-to-Floating Rate Perpetual Non-cumulative Preferred Securities, Series 2007-A, liquidation preference $1,000 per security (the “Series 2007-A WaMu LLC Preferred Securities”).

WaMu Delaware III offered and sold the Trust Securities in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and only to persons who are “qualified institutional buyers” within the meaning of Rule 144A and “qualified purchasers” within the meaning of Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended.

WaMu Delaware III used the proceeds of its offering to purchase from WaMu LLC a corresponding amount of the Series 2007-A WaMu LLC Preferred Securities.

University Street, Inc., an indirect subsidiary of Washington Mutual Bank, a subsidiary of WMI (“WMB”), owns 100% of WaMu LLCs common, voting securities. As a result, WaMu LLC is an indirect subsidiary of WMB and will be consolidated in accordance with generally accepted accounting principles applicable in the United States. Management of WMI has concluded that its consolidated ownership of WaMu LLC should be characterized as a minority interest on WMI's and WMB's respective balance sheets, and for purposes of Financial Accounting Standards Board Interpretation No. 46R, that WaMu Delaware III should not be charactierized as a consolidated entity on WMI’s or WMB’s respective balance sheets.

Upon receipt, WMI intends to use the proceeds it receives in connection with the offering for general corporate purposes, which may include repurchases of shares of its publicly traded common stock. Such repurchases would be effected in accordance with WMI’s existing common stock repurchase program, and may be made in the open market, through block trades, accelerated share repurchases, private transactions, or otherwise.

WMB has received confirmation from the Office of Thrift Supervision (the "OTS") that the Series 2007-A WaMu LLC Preferred Securities are eligible for treatment as core capital of WMB under the OTS' applicable regulatory capital regulations and intends to treat the Series 2007-A WaMu LLC Preferred Securities accordingly.

If the OTS so directs following the occurrence of an Exchange Event (defined below), each Trust Security will be automatically exchanged for a like amount of fixed-to-floating rate depositary shares representing a 1/1000th of a share of specified classes of preferred stock (the “WMI Preferred Stock”) of WMI. “Exchange Event” means (a) WMB becoming “undercapitalized” under the OTS’ “prompt corrective action” regulations, (b) WMB being placed into conservatorship or receivership or (c) the OTS, in its sole discretion, directing such exchange in anticipation of WMB becoming “undercapitalized” in the near term or taking supervisory action that limits the payment of dividends, as applicable, by WMB, and in connection therewith, directs such exchange.

In connection with the closing of the transactions described above, on May 24, 2007, WMI entered into a Replacement Capital Covenant (the “Covenant”) whereby WMI agreed for the benefit of certain debt holders that it would not repurchase or redeem the Series 2007-A WaMu LLC Preferred Securities, the Trust Securities or the WMI Preferred Stock (including any depositary shares representing WMI Preferred Stock) unless such repurchase or redemption is made from proceeds of certain qualifying securities issuances and on other terms and conditions described in the Covenant. A copy of the Covenant is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

And As Always There's More, ~ Know What You Own ~

https://www.sec.gov/Archives/edgar/data/933136/000095013407025343/v36123b2e424b5.htm


https://www.sec.gov/Archives/edgar/data/933136/000127727707000412/form8kmay2007.htm

FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2008 (September 26, 2008)

https://www.sec.gov/Archives/edgar/data/933136/000089375008000495/form8k.htm

Item 1.03. Bankruptcy or Receivership.

On September 26, 2008, Washington Mutual, Inc. (the “Company”), together with its wholly-owned subsidiary, WMI Investment Corp., commenced voluntary cases under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. The chapter 11 filings were a result of the appointment, by the Office of Thrift Supervision, of the Federal Deposit Insurance Corporation (“FDIC”) as receiver of Washington Mutual Bank, Washington Mutual, Inc.’s banking subsidiary, on September 25, 2008.

In its chapter 11 petition, the Company reported that the amount of assets reflected on its books and records was $32,896,605,516. However, this amount includes the Company’s common stock interest in Washington Mutual Bank, which is currently in receivership and the assets of which have reportedly been transferred to JPMorgan Chase & Co. or an affiliate. The FDIC, which was appointed the receiver for the bank, indicates on its website that it does not anticipate that there will be any recovery to the Company for that common stock interest. In addition, the Company and its non-bank subsidiaries had approximately $5 billion of cash on deposit with Washington Mutual Bank and its bank subsidiary, Washington Mutual Bank fsb, immediately prior to the time the FDIC was appointed as receiver. The Company is in the process of confirming the status of those deposits and of its other assets.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 29, 2008, NYSE Regulation, Inc. (“NYSE Regulation”) notified the Company that it had suspended the New York Stock Exchange (“NYSE”) listings of the Company’s common stock (NYSE:WM), the Company’s depositary shares each representing 1/40,000th interest in a share of Series K Perpetual Non-Cumulative Floating Rate Preferred Stock (NYSE:WM PR K) and the Company’s 7.75% Series R Non-Cumulative Perpetual Convertible Preferred Stock (NYSE:WMPRR), effective immediately. The NYSE posted a press release on its website stating that NYSE Regulation’s decision to suspend the listings was reached in view of events described under Item 1.03 of this Current Report on Form 8-K, the substantial reduction in the scope of the Company’s operations as a result of JPMorgan Chase & Co.’s acquisition of all of the deposits, assets and certain liabilities of the Company’s banking operations and the “abnormally low” trading price of the Company’s common stock, which traded as low as $0.15 prior to the regulatory trading halt in the Company’s securities at the NYSE market open on September 26, 2008.

Item 8.01. Other Events.

On September 26, 2008, the Company issued a press release announcing that an “Exchange Event” had occurred under the applicable documents governing the preferred securities (the “Securities”) of Washington Mutual Preferred (Cayman) I Ltd., Washington Mutual Preferred Funding Trust I, Washington Mutual Preferred Funding Trust II, Washington Mutual Preferred Funding Trust III and Washington Mutual Preferred Funding Trust IV. In connection with the Exchange Event and in accordance with the terms of the documents governing the Securities, the Company effected an exchange (the “Conditional Exchange”), effective as of September 26, 2008 at 8:00 A.M. New York time, of the Securities into depositary shares representing a like amount of preferred stock in the Company.

A copy of the press release issued by the Company announcing the Exchange Event and the Conditional Exchange is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

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