Mr Cooper Group Inc (COOP)

[newflow]

DID THEY LIE UNDER OATH?
CONSEQUENCES UNDER THE FEDERAL SECURITIES LAWS

A.
General Application of section 1145 to New Interests

Pursuant to the Seventh Amended Plan, (i) Reorganized WMI will issue the Runoff Notes and Reorganized Common Stock (collectively, the “Reorganized WMI Interests”) to certain holders of Allowed Claims and Equity Interests, and (ii) the Liquidating Trust will issue Liquidating Trust Interests to certain Holders of Allowed Claims and Equity Interests. To the maximum extent provided by section 1145 of the Bankruptcy Code and applicable non-bankruptcy laws, rules and regulations, the offer and sale under the Seventh Amended Plan of the Reorganized WMI Interests and the Liquidating Trust Interests (collectively, the “New Interests”) will be exempt from registration under the Securities Act, all rules and regulations promulgated thereunder, and all applicable state and local securities laws and
regulations. The application of section 1145 and other applicable federal securities laws is discussed in more detail below with respect to each of the Reorganized WMI Interests and the Liquidating Trust Interests.
Page 242 of DS
https://www.sec.gov/Archives/edgar/data/933136/000090951812000087/jg02-2712_8ke22.htm