Mr Cooper Group Inc (COOP)

[cura asada]

Reorganized Debtors

Pursuant to the Plan, on the Effective Date, the Debtors will be reorganized pursuant to chapter 11 of the Bankruptcy Code and Reorganized Common Stock will be issued to certain of the Debtors’ creditors as more fully described above under “ Treatment of each Class of Claim or Equity Interest ”. Investment will remain a wholly owned subsidiary of Reorganized WMI. The primary business of the Debtors on and from the Effective Date will be a reinsurance business that is currently operated by WMMRC, a wholly owned subsidiary of WMI that is incorporated in Hawaii. As of the Effective Date, Reorganized WMI will have 500,000,000 authorized shares of common stock, 200,000,000 shares of which will be issued on or about the Effective Date, and 5,000,000 authorized shares of preferred stock, each with a par value of $0.00001 per share. As of the Effective Date, the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws of Reorganized WMI will be substantially similar to the forms attached hereto as Exhibits 3.2 and 3.3, respectively, and are incorporated herein by reference. The name of WMI after the Effective Date is currently being confirmed and therefore its name appears in brackets in the Exhibits.


Runoff Notes

In addition to issuing Reorganized Common Stock, Reorganized WMI will issue two series of non-recourse promissory notes (collectively, the “ Runoff Notes ”) in an aggregate original principal amount of up to $140 million (subject to reduction as a result of the Reorganized Common Stock Elections), maturing on the eighteenth (18th) anniversary of the Effective Date, bearing interest at a rate of thirteen percent (13%) per annum (payable in cash to the extent Runoff Proceeds (as defined within the indentures governing the Runoff Notes) distributed to Reorganized WMI are available, or payable in kind through the capitalization of accrued interest at the rate of thirteen percent (13%) per annum to the extent cash is unavailable), the repayment thereof secured by, and having a specified priority in right of payment in, as and to the extent set forth in more detail in the definitive documents governing the Runoff Notes, (a) a securities or deposit account into which Reorganized WMI will deposit distributions it receives of Runoff Proceeds (as defined within the indentures governing the Runoff Notes) and (b) the equity interests in either WMMRC or such other entity as holds WMMRC’s existing portfolio of assets (such assets, collectively, the “ WMMRC Trusts ”) and their assets, to the extent a lien has been granted therein (with any such lien subject to regulatory approval).


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Pursuant to the Plan, the Runoff Notes will either (a) be distributed to entities entitled to receive Creditor Cash on the Effective Date and who elect to receive distributions of Runoff Notes in lieu thereof or (b) to the extent Creditor Cash is unavailable for distribution to entities to exchange for Runoff Notes in accordance with such elections or to the extent insufficient creditors have elected to make the exchange, the Runoff Notes will constitute Liquidating Trust Assets.


Item 3.03 Material Modification to Rights of Security Holders

On the Effective Date, all Common Equity Interests and Preferred Equity Interests of the Company shall be deemed extinguished and the certificates and all other documents representing such Equity Interests, if any, shall be deemed cancelled and of no force or effect. Except to the extent evidenced by electronic entry, and except with respect to the WMB Senior Notes and the WMB Subordinated Notes, as a condition of receiving any distribution pursuant to the Plan, each holder of a certificated instrument or note must surrender such instrument or note to the appropriate Trustee or the Debtors or their designee. Any holder of such instrument or note that fails to (i) surrender such instrument or note or



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(ii) execute and deliver an affidavit of loss and/or indemnity, or similar affidavit reasonably satisfactory to the appropriate Trustee or the Debtors or their designee before the first (1st) anniversary of the Effective Date, shall be deemed to have forfeited all rights, interests and Claims and may not participate in any distribution under the Plan. Any distribution so forfeited shall become the property of the Debtors or their designee for distribution to holders of Allowed Claims in accordance with the terms and provisions of the Plan.

Holders of Common Equity Interests shall receive such holder’s Pro Rata Share of twenty-five percent (25%) of (a) subject to (i) the Right of Election and (ii) the rights of holders of Dime Warrants pursuant to the LTW Stipulation, the Reorganized Common Stock and (b) in the event that all Allowed Claims and Postpetition Interest Claims in respect of Allowed Claims are paid in full (including with respect to Allowed Subordinated Claims), any Liquidating Trust Interests to be redistributed.

Holders of Preferred Equity Interests including, without limitation, each holder of a REIT Series, shall be entitled to receive such holder’s Pro Rata Share of seventy-five percent (75%) of (a) subject to the Right of Election, the Reorganized Common Stock, and (b) in the event that all Allowed Claims and Postpetition Interest Claims in respect of Allowed Claims are paid in full (including with respect to Allowed Subordinated Claims), any Liquidating Trust Interests to be redistributed. In addition, pursuant to the Global Settlement Agreement, and in exchange for the releases set forth in the Global Settlement Agreement and in the Plan, on the Effective Date, JPMC shall pay, or transfer to the Debtors or their designee, for payment to each Releasing REIT Trust Holder, such Releasing REIT Trust Holder’s pro rata share of $50 million; provided , that , at the election of JPMC, the amount payable to Releasing REIT Trust Holders may be paid in shares of common stock of JPMC, having an aggregate value equal to the amount of cash to be paid, valued at the average trading price during the thirty (30) day period immediately preceding the Effective Date.

Any document, agreement, or instrument evidencing any Equity Interest or any Claim that relates to a debt security shall be deemed automatically cancelled and terminated on the Effective Date, and any obligations or liabilities of the Debtors under such documents, agreements, or instruments shall be discharged; provided , however , that the foregoing shall not apply to (i) the securities related to the WMB Senior Notes or the WMB Subordinated Notes and (ii) any security, document, agreement or instrument related to a Disputed Claim until a Final Order resolving any such Disputed Claim is entered; and, provided , further , that, during the pendency of any such disputes, the Debtors shall not accrue or incur any additional liability or obligation with respect thereto; and, provided , further , that the Indentures and Guarantee Agreements shall continue in effect for certain limited purposes as specified in the Plan.



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