Mr Cooper Group Inc (COOP)

[footballref-8541]

Wanted to quote one of my favorite posters...Bluzie

“Don't worry about Wand. This is a standard "reverse triangular merger." Google it. Wand exists to limit liability that would exist if National was merged directly into WMIH. Briefly, a company is normally liable for its actions to the full extent of its assets. A parent is not normally liable for the liabilities of its subsidiary unless the so-called "corporate veil" gets pierced.

Wand was clearly organized in anticipation of the merger. Upon closing, the tax ID of National will be the tax ID of Wand, and otherwise all the assets and liabilities of National and Wand will be joined as one, with WMIH as the sole shareholder. National's shareholders will get cash and/or shares in WMIH. Meaning that WMIH shareholders will, indirectly, own National.

Closing should take place soon after exhaustion of the Hart-Scott-Rodino review process and whatever other regulatory approvals are necessary in National's industry (there are undoubtedly state and/or federal regulatory agencies there). HSR takes 60 days from filing of a completed filing - unless the FTC initiates a so-called "second request" at the request of the FTC commissioners. I find that to be extremely unlikely for a variety of reasons. I don't know about Federal/State regulation of the mortgaging service industry, but I'd suspect a fairly intensive review there.

Normally, companies try to close immediately following the end of a fiscal quarter, or in a pinch, at the end of a fiscal month. Otherwise, auditing issues can arise. So under normal circumstances I'd speculate a 6/30 or a 9/30 close, although I have worked on deals that differ from that.”