Mr Cooper Group Inc (COOP)

[wwhatthe]

About the REITs… Just a little Research and all IMHO…

This Post is mostly from the DISCLOSURE STATEMENT (D/S), but it’s also with respect to the Global Settlement Agreement and the Purchase and Assumption Agreement…

Which states that…
As of the Effective Date, JPMC is the sole legal, equitable and beneficial owner of the Trust Preferred Securities. (the REIT’s)

Which means, as of the Effective Date,
WMI no longer owns the Trust Preferred Securities or the Trust Preferred Securities assets.
The Effective date is March 19, 2012.

The documents,
Show the creation of the Trust Preferred Securities in 2006.
And that the TPS Trust assets consist of residential mortgages, home equity loans, and other permitted investments.

These are the REIT’s assets…
Also known as… Washington Mutual Preferred Funding LLC (WMPF)… and have a liquidation preference value of $4 Billion Dollars.

This is from page 83, or pdf page 264/755. Of the…
DISCLOSURE STATEMENT FOR THE SEVENTH AMENDED JOINT PLAN OF AFFILIATED DEBTORS PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE (Link)

Quote…
In February of 2006, Washington Mutual Preferred Funding LLC (“WMPF”) was formed
to issue securities qualifying for regulatory capital under applicable banking rules and regulations. The only assets of WMPF were indirect interests in various residential mortgage and home equity loans and other permitted investments. In 2006 and 2007, WMPF issued approximately $4,000,000,000 liquidation preference value of perpetual fixed and fixed-to-floating rate preferred securities (representing 40,000 shares) which were acquired by various issuer trusts which issued the Trust Preferred Securities in a like amount to investors.
End quote.

(Then the exchange event)
Same page 83.

Quote…
On September 26, 2008, pursuant to a letter from the OTS, dated September 25, 2008,
WMI issued a press release stating that it had exchanged the Trust Preferred Securities issued by WMPF for 4,000,000 depositary shares, each representing 1/1,000th of a share of a related class of WMI’s preferred stock…
End quote.

So, before the exchange event…
The Trust Preferred Securities, (the original REIT’s shares), total was 40,000 shares with a liquidation preference value of $4,000,000,000 Dollars.

And after the exchange event…
The original REIT’s shares changed to, 4,000,000 depositary shares of “WMI’s preferred stock”, with the same value of $4,000,000,000 Dollars or $1000 per share.
(so, no more REIT’s shares… all shares are WMI’s preferred stock shares)

This next excerpt shows us, that…
In the Global Settlement Agreement and the Purchase and Assumption Agreement…
The REIT’s underlying assets were sold to JPMC… for $4,000,000,000 Dollars. In order to pay the TPS investors.

And,
in addition, and separate from the $4,000,000,000 Dollars…

Each Releasing REIT Trust Holder will receive from JPMC, or from the Disbursing Agent on behalf of JPMC, $12,500.00 in cash or JPMC stock.

This is from page 35. Or pdf page# 50/767 of the… (Link)
SEVENTH AMENDED JOINT PLAN OF AFFILIATED DEBTORS
PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE

(c) Transfer of Assets to JPMC.

In further consideration for the satisfaction, settlement, release, and discharge of, and in exchange for, the JPMC Action and the JPMC Claims, and the payment by JPMC of the amounts specified in the Global Settlement Agreement, the WMI Entities, the FDIC Receiver and the Receivership shall sell, transfer, and assign to the JPMC Entities, and the JPMC Entities shall acquire, pursuant to the Plan and sections 363 and 365 of the Bankruptcy Code, any and all right, title and interest any of the WMI Entities, the FDIC Receiver and the Receivership may have in

(i) the Trust Preferred Securities,
(ii) the WMI Medical Plan,
(iii) the JPMC Rabbi Trusts and the JPMC Policies
(iv) the WaMu Pension Plan and the Lakeview Plan and all of the sponsor’s interest in the assets contained in any trusts or otherwise associated with such plans…
(vi) the Visa Shares and the VISA Strategic Agreement
(vii) the Transferred Intellectual Property, the WMB Intellectual Property and the Unidentified Intellectual Property,
(viii) JPMC Wind Investment Portfolio LLC and (ix) the Bonds, in each case under clauses (i) through (ix) inclusively, free and clear of all Liens, Claims, interests and encumbrances of any Entity, except for any claim that is an Allowed JPMC Assumed Liability Claim.

Then on Page 37. Or pdf page# 52/767 (Link)
(The Effective date is March 19, 2012)

(h) Settlement with REIT Series Holders

on the Effective Date, JPMC shall pay, or transfer to the
Disbursing Agent, for payment to each Releasing REIT Trust Holder its pro rata share of Fifty
Million Dollars ($50,000,000.00), determined by multiplying (a) Fifty Million Dollars
($50,000,000.00) times (b) an amount equal to (i) the principal amount of REIT Series held by
such Releasing REIT Trust Holder on the Voting Record Date divided by (ii) the outstanding
principal amount of all REIT Series (which is Four Billion Dollars ($4,000,000,000.00));

All IMHO…
(the Disbursing Agent, from the above excerpt is the FDIC-R… the WMILT and the FDIC work in conjunction to get all claims paid… so, the $4,000,000,000.00 would be at the FDIC-R waiting to be distributed to the TPS/REIT’s investors.)

I believe…
The FDIC-R is the Disbursing Agent and Trustee, for the Preferred Equity Interests and the Common Equity Interests, and the FDIC-R will distribute the funds with respect to the Debtors distribution instructions. (Debtors /WMILT)
Which, would include removing the appropriate Tax and sending it to the IRS.

This next excerpt is from the D/S, page 83. pdf page, 264/755 (Link)

Quote…
Pursuant to the Global Settlement Agreement, and as more fully set forth therein

(a) JPMC or its designee will be deemed to be the sole legal, equitable and beneficial owner of the Trust Preferred Securities,

(b) the WMI Entities will be deemed to have sold, transferred, and assigned any and all right, title and interest the WMI Entities may have or may ever have had in the Trust Preferred Securities,

(c) any obligation of WMI to transfer the Trust Preferred Securities to WMB, including in accordance with that certain Assignment Agreement will be deemed to have been fully satisfied by the contribution to WMB of the Trust Preferred Securities as of September 25, 2008 and thereafter sold and transferred to JPMC in accordance with the Purchase and Assumption Agreement, and

(d) all Claims against the Debtors, the WMI Entities, the JPMC Acquisition Entities, the FDIC Receiver, or FDIC Corporate with respect to the Trust Preferred Securities will be released and withdrawn, with prejudice.
End quote.

And from the Bottom note…
On Page 42. Or pdf page 223/755, of the DISCLOSURE STATEMENT (Link)

Quote…
(iv) Additional Payment to REIT Series Holders from JPMC

Each Releasing REIT Trust Holder will receive from JPMC, or from the Disbursing Agent on behalf of JPMC, $12,500.00 in cash or stock for every One Million Dollars ($1,000,000.00) in principal amount outstanding of Trust Preferred Securities related to the REIT Series shares they held on the voting record date for the Sixth Amended Plan.
End quote.

What the above excerpts from the documents tell us…
Besides, do your own due diligence and compare answers with other fellow investors.

Is that, as part of the Global Settlement Agreement, and in accordance with the Purchase and Assumption Agreement…
the Trust Preferred REIT’s Securities, were exchanged into WMI’s preferred stock.
and,
the Trust Preferred Securities underlying assets…
were sold to JPMC, and the proceeds was used to pay the TPS investors claim.

Which means…
The REIT’s were basically dismantled…
The securities were converted into WMI preferred stock…
And the underlying assets were sold to JPMC.

So, with respect to the REIT’s shareholders…

The REIT’s shareholders recovery consists of…

$4 Billion Dollars, or $1000 per share of WMI’s preferred stock.
Plus…
$12,500.00 in cash or JPMC stock for every One Million Dollars in principal amount outstanding of Trust Preferred Securities related to the REIT Series shares.
And plus…
their share of the new company stock… (WMIHC/ WMIH, now known as COOP)

So…
There’s no REIT 90% rule for old WMI shareholders, or any future payments or cash dividend coming from the REIT’s assets.

And it’s the same for the PIERS Capital Trust assets…
The PIERS Capital Trust underlying assets were sold to JPMC.
And the proceeds were used to pay the PIERS investors.
So, there is no share dividend for 31 quarters or 51 quarters.

This is from, WMI FREQUENTLY ASKED QUESTIONS (“FAQS”) #19

Quote…
What is the status of the PIERs Trust?
Is the PIERs Trust a subsidiary of WMILT or Mr. Cooper Group Inc. (f/k/a WMIH Corp.)?

WMILT is aware of questions regarding the status of the PIERs Trust, including whether
the PIERs Trust is currently a subsidiary of WMILT or Mr. Cooper Group Inc.

A Certificate of Cancelation covering the PIERs Trust was filed with the Delaware
Secretary of State’s office in April 2012. As result, it no longer exists as a legal entity.

To the best of our knowledge, the PIERs Trust was never a subsidiary of either WMILT or
Mr. Cooper Group, Inc. (including any predecessors thereto).

We believe that information contained on one or more Bloomberg internet posts suggesting that the PIERs Trust is a subsidiary of Mr. Cooper Group Inc. is erroneous. A discussion of the PIERs structure can be found in the Disclosure Statement for the Plan.
End quote.

all assets are sold, and we are paid from the cash received from those assets.

It doesn’t mean equity shareholders don’t get anything from the REIT assets, or the PIERS Capital Trust assets.

It means the equity shareholders…
cashed in the REIT assets and the PIERS Capital Trust assets, then paid off the TPS investor’s claim and the PIERS investor’s claim. And, if there is anything left, then it belongs to equity shareholders.

Equity shareholders get paid by the FDIC… with distribution instructions from the Debtors. (WMILT)
For REIT’s… it’s their liquidation preference of $4 billion dollars, or $1,000 per/share
For Series R or P’s… it’s their liquidation preference of $3 billion dollars, or $1,000 per/share
For Series K… it’s their liquidation preference of $500,000,000 dollars, or $25 per share.

And what ever is left is distributed among the 1,704,958,913 shares of common stock.

All IMHO and GLTA…

Stay safe… Stay healthy

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