Mr Cooper Group Inc (COOP)

[bond-007]

Well, this says it all...


What are Escrow CUSIPs? Are they still issued and outstanding?

As contemplated by the Plan, Escrow CUSIPs (the “Escrow CUSIPs”) were issued by the
Trust on the Effective Date to eligible former shareholders of WMI. Eligible former
shareholders are those who timely submitted relevant documentation, including the release
required under Section 41.6 of the Plan. Escrow CUSIPs were issued solely to facilitate potential
future distributions of equity shares of Reorganized WMI, if any, to such eligible former
shareholders of WMI if Claims involving Disputed Equity Interests were disallowed.
The Escrow CUSIPS were established solely to facilitate potential distributions, if any, of
shares of Reorganized WMI common stock; however, all shares of Reorganized Common Stock

on deposit in the Disputed Equity Escrow have now been distributed and the Trust’s
administrators do not expect that any additional distributions of common stock will be
distributed to former beneficiaries of the Trust or holders of Escrow CUSIPS. Nevertheless, at
the request of certain legacy shareholders, the Trust’s administrators agreed to keep the Escrow
CUSIPS outstanding until the Trust’s dissolution.


What are Escrow CUSIPs?

As contemplated by the Plan, Escrow CUSIPs (the “Escrow CUSIPs”) were issued on the
Effective Date to eligible former shareholders of WMI. Eligible former shareholders are those
who timely submitted relevant documentation, including the release required under Section 41.6
of the Plan. Escrow CUSIPs were issued solely to facilitate potential future distributions, if any,
to such eligible former shareholders of WMI if Claims involving Disputed Equity Interests are
disallowed.

By way of background, as of the Effective Date of the Plan, the Depository Trust
Company (“DTC”) established and maintains positions in the aforementioned Escrow CUSIPs.
These Escrow CUSIPs represent nominees’ positions that would be used to make future
distributions, if any, of common stock issued by WMIH Corp. (formerly known as WMI
Holdings Corp. (“Reorganized WMI”)). Pursuant to the Plan, such shares of Reorganized WMI
common stock were deposited in the Disputed Equity Escrow established in accordance with the
Plan and are to be maintained in the Disputed Equity Escrow until such time as Claims involving
Disputed Equity Interests are either allowed or disallowed.

Upon resolution of those Claims, the related portion of the shares maintained in the
Disputed Equity Escrow will be distributed to claimants holding the newly allowed claim or, if
the claim is disallowed, the related portion of the shares will be redistributed to beneficiaries of
the Trust in accordance with the distribution mechanics set forth in the Plan. In the event any
future distributions of Reorganized WMI’s common stock are made from the Disputed Equity
Escrow, DTC will be instructed to allocate such common stock to each of the Escrow CUSIPs on
a pro rata basis.

In June 2015, several Claims were disallowed and 1.4 million shares were subsequently
distributed to holders of Escrow CUSIPs on a pro rata basis; however, a holder received such a
distribution solely to the extent such holder’s ownership position resulted in a distribution of at
least one share of Reorganized WMI common stock. Since that date, no additional disallowances
with respect to those relevant Claims have occurred. On that basis, former positions represented
by the Escrow CUSIPs are not currently entitled to receive any distributions under the terms of
the Plan.

As stated above, the Escrow CUSIPS were established solely to facilitate potential
distributions, if any, of shares of Reorganized WMI common stock. The only source of common
stock available for any such a distribution would be from the shares of common stock, if any,
remaining on deposit in the Disputed Equity Escrow. Specifically, the Escrow CUSIPS do not, in
and of themselves, represent an entitlement to any possible future cash distributions from the
Trust, Reorganized WMI or the Federal Deposit Insurance Corporation (either in its corporate
capacity or as the receiver for Washington Mutual Bank), as the case may be.
In accordance with the Plan, the Trust will issue LTIs to WMI’s former shareholders if,
and only if, the Trust is able to monetize Liquidating Trust Assets in amounts sufficient to payin-full claims held by beneficiaries of the Trust who are senior to members of Classes 19 and 22,
and then, only if a shareholder had satisfied timely all conditions applicable to receiving any
such Liquidating Trust Interests. There can be no assurances that the Trust will be able to
monetize assets in a manner sufficient to give effect to the foregoing. Finally, as disclosed in the
2018 Form 10-K, WMILT does not currently expect that any additional cash distributions will be
made to Classes 19, 21 or 22, as the case may be.



http://www.kccllc.net/documents/8817600/8817600210201000000000001.pdf