Mr Cooper Group Inc (COOP)

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LIGHTBULB MOMENT - Effective Date FOR OWNERSHIP CHANGE WAS 3/19/2012 - SEPARATION FROM BK COURT - THEN WMIH 8K FILING EXPLAINING 75/25 on 8/1/2012 MONTHS AFTER BK COURT SEPARATION

The LIGHTBULB moment pointing out WMIH issued 8K clarifying the 75/25 almost five months after separation from BK court (3/19/2012) meaning no way would they have issued the 8K if 75/25 was NOT inclusive of the entire estate, SAFE HARBOR/BK REMOTE or NOT, otherwise, there would be dual ownership of the former Estate and that could never happen under Delaware law/i]


***75/25 Preferred and Common Equity Interests Explanation***

Remember the final POR 7 was signed 2/23/2012 with daily changes made to the POR up to and including the final day 2/23/2012. The last documents and changes will control.

Filing # 9659 Date; 02/13/2012

http://www.kccllc.net/wamu/document/0812229120213000000000024

67. The Seventh Amended Plan provides for payment of Allowed Claims and, if appropriate, Post-petition Interest Claims on account of Allowed Claims. Distributions to claimants will be made in Cash, Liquidating Trust Interests that represent the right to receive future Cash distributions from the Liquidating Trust and, in certain circumstances, Runoff Notes and/or Reorganized Common Stock. As set forth on pages 4-5 of Exhibit C to the Disclosure Statement, no Class is projected to recover more than one hundred percent (100%) on account of the Claims or Equity Interests, as the case may be, classified in each Class.


Filing # 9697 Date; 02/16/2012 View actual pages 59 and 60 or PDF 84 and 85

http://www.kccllc.net/wamu/document/0812229120216000000000003

PROVISION FOR TREATMENT OF PREFERRED EQUITY INTEREST (CLASS 19) 23.1 Treatment of Preferred Equity Interests: Commencing on the Effective Date, and subject to the execution and delivery of a release in accordance with the provisions of Section 41.6 of the Plan, each holder of a Preferred Equity Interest, 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 provided in Sections 6.2(b), 7.2(b), 16.1(b)(ii), 18.2(b), 19.2(b) and 20.2(b) of the Plan, 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; provided, however, that, in the event that, at the Confirmation Hearing and in the Confirmation Order, the Bankruptcy Court determines that a different percentage should apply, the foregoing percentage shall be adjusted in accordance with the determination of the Bankruptcy Court and be binding upon each holder of a Preferred Equity Interest. In addition, and separate and distinct from the distribution to be provided to holders of the Preferred Equity Interests from the Debtors, pursuant to the Global Settlement Agreement, and in exchange for the releases set forth in the Global Settlement Agreement and in Article XLI herein, 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 with respect to the Sixth Amended Plan divided by (ii) the outstanding principal amount of all REIT Series (which is Four Billion Dollars ($4,000,000,000.00)); provided, however, that the release of claims against the “Releasees” delivered in connection with the solicitation of acceptances and rejections to the Sixth Amended Plan shall be deemed binding and effective for each Releasing REIT Trust Holder; and, provided, further, that, at the election of JPMC, the amount payable to Releasing REIT Trust Holders pursuant to this Section 23.1 and Section 2.24 of the Global Settlement Agreement may be paid in shares of common stock of JPMC, having an aggregate value equal to the amount of cash to be paid pursuant to this Section 23.1 and Section 2.24 of the Global Settlement Agreement, valued at the average trading price during the thirty (30) day period immediately preceding the Effective Date. While JPMC’s maximum liability pursuant to this Section 23.1 and Section 2.24 of the Global Settlement Agreement is Fifty Million Dollars ($50,000,000.00), JPMC’s liability shall be reduced to the extent the Re
PROVISION FOR TREATMENT OF COMMON EQUITY INTERESTS (CLASS 22) 25.1 Treatment of Common Equity Interests: Commencing on the Effective Date, and subject to the execution and delivery of a release in accordance with the provisions of Section 41.6 of the Plan, each holder of Common Equity Interests shall be entitled to receive such holder’s Pro Rata Share of twenty-five percent (25%) of (a) subject to (i) the right of election provided in Sections 6.2(b), 7.2(b), 16.1(b)(ii), 18.2(b), 19.2(b) and 20.2(b) of the Plan[/i] 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; provided, however, that, in the event at the Confirmation Hearing and in the Confirmation Order, the Bankruptcy Court determines that a different percentage should apply, the foregoing percentage shall be adjusted in accordance with the determination of the Bankruptcy Court and be binding upon each holder of a Common Equity Interest.

The above 75/25 percentage discussion is also further explained in this 8/1/2012 8K filing

https://www.sec.gov/Archives/edgar/data/933136/000090951812000255/mm08-0112_8k.htm

Annex C - Item 1.01 Amendment of a Material Definitive Agreement.

Annex C to the Agreement was revised to clarify those holders of Preferred Equity Interests and Common Equity Interests will be issued Liquidating Trust Interests in Tranche 6 on account of those interests when Tranche 2 through Tranche 5 Liquidating Trust Interests have been satisfied in full, AND that the distribution to Tranche 6 will be shared 75% and 25% pro rata between claims on account of Preferred Equity Interests and Common Equity Interests, respectively.




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