Friday, August 19, 2022 2:22:34 PM
Anyone can have all the pieces but still not complete the puzzle. But for those who actually COMPLETE the puzzle, the image is unforgettable.
You acknowledge the original 200,000,000 shares that were issued to WMI equity.
You acknowledge the existence of the Series A and B preferred that KKR owned. These shares obviously had voting rights equal to some number of commons shares. The prospectus on the Series A&B would have outlined the conversion "rate" to determine how many ACTUAL common shares KKR would receive in the event of an actual conversion.
The Series A converted to 10.1M Shares. These are "pre-reverse-split" shares, so it's really not much when there were 200M shares outstanding. the Series A shares are immaterial to the big picture.
The Series B, however, were converted to 468M shares. now THAT is alot of shares.
Had KKR converted the Series B BEFORE the NationStar deal, then KKR would have held about 70% of the common shares. But, instead they converted AFTER the KKR deal which saw 397M common shares get issued. So at the point of conversion, there were about 600M common shares outstanding, so the converted amount of 468M would mean that KKR would own 44% of the outstanding common stock. (btw, we are well over the 1B count of pre-split common shares already).
So the plan all along was NOT to convert until such time AFTER an acquisition and KKRs position would be less than 50%.
Lets go back to the Series B Conversion. KKRs investment into the Series B was 600M. Again, these were preferred shares which generally have a par value of 1K and payout at some annual interest rate (5% in this case). The document that I found lays out very clearly that the redemption "value" of the Series B shares was $714M and included a special dividend and other unpaid regular dividends. The conversion "rate" was based on the actual stock price as of Aug 28, 2018 which was $1.53. (technically it was the average of the high and low for that day and was ACTUALLY $1.525 if you do the math).
So there is you basic share count. Lets recap
200M originally issued shares
397M shares issued to Nationstar shareholders
10M Converted Series A shares
468M Converted Series B shares.
Just using ROUND numbers like this, we get to 1,075,000,000
So how again are you claiming that 300,000,000 shares are missing?
(for all you non-believers out there.....)
https://d18rn0p25nwr6d.cloudfront.net/CIK-0000933136/8364095c-0610-422f-9154-6c4c836f4b66.pdf
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