Mr Cooper Group Inc (COOP)

[newflow]

Merger and Consolidation; Conversions.
1. Merger. The Delaware Act provides that a statutory trust may merge or
consolidate with another business entity under the laws of Delaware or any other jurisdiction. 12
Del. C. §3815. Unless otherwise provided in the governing instrument, all trustees and all
beneficial owners must approve a merger. In order to effect a merger, the statutory trust must
enter into a merger agreement with the constituent entities to the merger and file a certificate of
merger or consolidation with the Secretary of State. The Certificate of Merger must set forth the
name and jurisdiction of merging entities and the name of the surviving entity, that an agreement
of merger or consolidation has been executed, that it is on file at the place of business of the
surviving entity and that it will be furnished to any interested person. If no Delaware entity
survives, the Certificate of Merger must also include the surviving entity’s consent to process, an
appointment of the Secretary of State as agent and an address to which the Secretary may mail a
copy of such process. The agreement of merger or consolidation may effect any amendment to
the governing instrument or adoption of a new governing instrument if a statutory trust is the
surviving entity. The 2004 Amendments added a new paragraph (4) clarifying that a name
change to the surviving trust due to a merger is effected by the merger. §3815(b)(4). In
addition, the 2004 Amendments provide that no further action is needed to amend a certificate of
trust when a certificate of merger sets forth any amendment in accordance with the new
§3815(b)(4). 12 Del. C. §3815(e).
2. Conversions. The 2004 Amendments provide for a new §3821 that sets
forth the conversion process of a statutory trust to another business entity, Delaware or nonDelaware. The new legislation sets forth the filing process, and the rights, obligations and
liabilities associated with the conversion of the existing statutory trust

https://www.delawarecounselgroup.com/wp-content/uploads/2016/06/Delaware-Statutory-Trusts.pdf

IMO, WMILT(or DCR or both) - PAC will be applicable in one of the two above scenarios.