Mr Cooper Group Inc (COOP)

[Royal Dude]

Coop Merger transaction

" b) The sum of (1) the product of (i) the number of outstanding common equity shares issued by WMIH prior to giving effect to the Acquisition, (ii) the exchange ratio for such shares set forth in the Acquisition Agreement and (iii) the value of such common equity interests (it being understood and agreed that the value of each such share shall be deemed to be the price set forth in the Acquisition Agreement regardless of the actual trading price of such share) and (2) the value of the common equity interests in WMIH issued to the equityholders of the Company (it being understood and agreed that the aggregate value pursuant to this clause (2) shall be as set forth in the Acquisition Agreement) (clauses (1) and (2) collectively, the “Equity Contribution”) shall be at least 30% (the “Minimum Equity Contribution”) of the sum of (1) the aggregate gross proceeds of the Bridge Facility borrowed on the Closing Date (or Senior Unsecured Notes issued in lieu thereof) and (2) the equity capitalization of WMIH and its subsidiaries on the Closing Date after giving effect to the Transactions; provided that WMIH shall use cash on its balance sheet of at least $550.0 million in connection with the Transactions. To the extent that WMIH issues equity on or prior to the Closing Date (excluding for the avoidance of doubt the existing Class A preferred shares of WMIH or any successor thereto), other than common equity, such issuance shall be on the terms and conditions reasonably satisfactory to the Majority Lead Arrangers.


c) The Borrower will either issue the full $2,750 million amount of the Senior Unsecured Notes and/or borrow up to the unissued amount of the contemplated $2,750 million issuance in an aggregate principal amount of Bridge Loans, in each case on the Closing Date of the Acquisition.


d) It is understood that all obligations with respect to (i) 6.500% Senior Notes due 2018 (the “2018 Notes”), co-issued by Nationstar Mortgage LLC and Nationstar Capital Corporation (collectively, the “Issuers”), under the indenture, dated as of July 22, 2013 (as amended and supplemented, the “2018 Notes Indenture”), by and among the Issuers, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (the “Trustee”), (ii) 9.625% Senior Notes due 2019 (the “2019 Notes”), co-issued by the Issuers, under the indenture, dated as of April 25, 2012 (as amended and supplemented, the “2019 Notes Indenture”), by and among the Issuers, the guarantors party thereto and the Trustee, (iii) 7.875% Senior Notes due 2020 (the “2020 Notes”), co-issued by the Issuers, under the indenture, dated as of September 24, 2012 (as amended and supplemented, the “2020 Notes

"If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to the Administrative Agent on behalf of the Commitment Parties executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on February 13, 2018. The Initial Lenders’ respective commitments hereunder and the obligations and agreements of the Commitment Parties contained herein will expire at such time in the event that the Lead Arrangers have not received such executed counterparts in accordance with the immediately preceding sentence. If you do so execute and deliver to us this Commitment Letter and the Fee Letter, this Commitment Letter and the commitments and undertakings of each of the Commitment Parties shall remain effective and available for you until the earliest to occur of (i) after execution of the Acquisition Agreement and prior to the consummation of the Acquisition, the termination of the Acquisition Agreement by you (or your affiliates) in writing or with your (or your affiliates’) written consent or otherwise in accordance with its terms (other than with respect to provisions therein that expressly survive termination), prior to closing of the Acquisition, (ii) the consummation of the Acquisition with or without the funding of the Bridge Facility and (iii) 11:59 p.m., New York City time, on the date that is five business days after the End Date (as defined in the Acquisition Agreement (as in effect on the date hereof) and as may be extended therein) (such date, the “Commitment Termination Date”). Upon the occurrence of any of the events referred to in the preceding sentence, this Commitment Letter and the commitments of the Commitment Parties hereunder and the agreement of the Commitment Parties to provide the services described herein shall automatically terminate unless each of the Commitment Parties shall, in its sole discretion, agree to an extension; provided, that the termination of the commitments does not prejudice your rights and remedies in respect of any breach of this Commitment Letter."


"5. The Lead Arrangers shall have received (a) a pro forma statement of income of WMIH and its subsidiaries for the most recently completed fiscal year ended at least 90 days before the Closing Date; (b) a pro forma statement of income of WMIH and its subsidiaries for the latest interim period covered by the financial statements provided pursuant to Section 4(b)(i) above; (c) a pro forma balance sheet as of the most recently completed fiscal quarter ended at least 45 days before the Closing Date (or 90 days prior to the Closing Date in case such four fiscal quarter period is the end of WMIH’s fiscal year) and (d) a pro forma consolidated income statement of WMIH and its subsidiaries for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or 90 days prior to the Closing Date in case such four fiscal quarter period is the end of WMIH’s fiscal year), in each case, prepared after giving effect to the Transactions as if each such transaction had occurred as of such dates (in the case of such balance sheet) or at the beginning of such period (in the case of such income statement), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).

6. The Administrative Agent and the Lead Arrangers shall have received at least two business days prior to the Closing Date all documentation and other information about the Company, WMIH and the subsidiaries of the Company and WMIH that will become Guarantors as shall have been reasonably requested in writing by the Administrative Agent or the Lead Arrangers at least ten calendar days prior to the Closing Date and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

7. (a) Investment banks (the “Investment Banks”) shall have been engaged to privately place the Notes pursuant to the engagement letter dated the date hereof among the Investment Banks and Borrower, and each shall have received (i) a customary preliminary offering memorandum containing (A) all customary information, including financial statements of the Borrower, WMIH and the Company (other than pro forma financial statements which are described below), business and other financial data of the type and form that are customarily included in private placements pursuant to Rule 144A promulgated under the Securities Act (including information required by Regulation S-X and Regulation S-K under the Securities Act, which is understood not to include (I) a “description of notes,” “plan of distribution” and information customarily provided by the Investment Banks or their counsel or advisors in the preparation of an offering memorandum for an offering of high yield unsecured debt securities in a private placement under Rule 144A of the Securities Act, including any risk factors relating to, or any description of, all or any component of the financing contemplated thereby or by this Commitment Letter, (II) segment reporting or consolidating financial statements, separate subsidiary financial statements and other financial statements and data that would be required by Sections 3-09, 3-10"

https://www.sec.gov/Archives/edgar/data/933136/000119312518045989/d539539dex105.htm?fbclid=IwAR1xsjnMQjnxtWMF_C_PWNj16asvoWUZDbM45vzQnerOWIw6QNqaTSLEjzE