Mr Cooper Group Inc (COOP)

[JohnnyWinter]

REPLY OF WASHINGTON MUTUAL, INC.
AND WMI INVESTMENT CORP. IN FURTHER
SUPPORT OF MOTION FOR AN ORDER (A) DISBANDING
THE OFFICIAL COMMITTEE OF EQUITY HOLDERS APPOINTED
BY THE US TRUSTEE OR (B) LIMITING THE FEES
AND EXPENSES WHICH MAY BE INCURRED BY SUCH COMMITTEE



"3. But, such steps cannot be confused with ultimate success on the merits.
As the Debtors and the other parties to the litigations (both original and by intervention) have
claimed, there are many years of discovery and litigation ahead, not including the numerous
years in the appellate courts that will surely follow. There are intricate legal theories and factual
questions to be unwound and answered. While the Debtors hope for and anticipate ultimate
success, there are no givens in these litigations. So, to argue that because the Debtors have
asserted over $20 billion in claims against other parties, but have scheduled liabilities of only approximately $8 billion, equity will see a recovery is naive. Such an argument, at best,
blatantly ignores reality. At worst, it uses incompatible data in an effort to mislead this Court."


"4. The economics of these cases are more complex than the Equity
Committee intimates. If one wants to wave the $20 billion number in front of this Court, one
needs to keep in mind the more than $50 billion in unsecured claims filed against the Debtors'
chapter 11 estates, plus unknown amounts of unliquidated claims. Thus, even using the Equity
Committee's math, the Debtors are insolvent by many billions of dollars. So, while the Debtors
would be ecstatic to provide a recovery for equity security holders, any such distribution is
extremely remote, if that."


"5. Lastly, the Equity Committee has failed to establish that it is necessary to
ensure shareholders' adequate representation. The Equity Committee has not alleged, because it
cannot, that the Debtors have, in any way, failed to seek to maximize the recovery of these
estates. Indeed, as noted above, the Debtors have zealously prosecuted the various litigation
claims. The Equity Committee implicitly agrees, since its main concern is not with the Debtors'
prosecution of the litigation claims. Rather, it fears that the Debtors will settle such claims at an
amount that would preclude a recovery for equity holders. So, realistically, the only thing that
the Equity Committee would be interested in doing, at the appropriate time, would be to
challenge such settlement as outside the "range of reasonableness." With such a limited
function, the Equity Committee is simply not necessary at this juncture."

I. The Court Should Employ a de novo Standard of Review.....

II. The Statutory Predicates for the Appointment
of an Equity Committee Have Not Been Met.....


III. Equity Holders are Adequately Represented...



http://www.ghostofwamu.com/documents/08-12229/08-12229-2223.pdf