Replies to post #411926 on Mr Cooper Group Inc (COOP)

[BBANBOB]

It is also illegal for a corporation to force shareholders to tender their shares and not force others. i.e. private

100 percent agree but again lets say they do it @ .50 so THEY PAY THEMSELVES as well 50cents ok out of my left hand into my right do I still have my .50 ? now where ya go and as for the LTI's OOOOOOOOOOOOOPS not a public issue cant trade can't sell.
Any deal in the world COULD be made with teh LTI's IF keyword IF the LTI's end up owning anything INCLUDING bringing them back into the fold, but again you may be right...........BUT WAIT what is the required % of ownership cahnge to LOSE the NOL's??????

If tpg held 49% of the original and now KKR CITI own a ton

if ya bought out LOWLY JOE SIX PACK are you hitting the criteria number to loose the NOLS??????? ME thinks not

[bkshadow]

Blue, there are more aspects to research...

...to understand the caution that are expressed for potential events down the road. The 382 posts evidence really good time spend researching and understanding the ins and outs of what went on and what is going on. It is appreciated.

It is time for looking ahead on new understandings. IMO.

It is also illegal for a corporation to force shareholders to tender their shares and not force others. i.e. private... If you are to require shareholders of a "publicly held" corporation to tender shares, you have to do all 100% shares, not 10% and the Hedge funds get to keep theirs, that is not how it works.

I disagree, based on Delaware jurisdiction and corporate governance laws and regulations.

I believe, like 382, that such understanding should move to a couple of new aspects; specifically Delaware law dealing with minority shareholder rights in the areas of appraisal rights and valuation and for entities on a national exchange with 2,000 or more shareholders. I'm not going to cite the specific sections for mergers, freeze outs, etc. as there are many. But, generally, it is important to understand the 'potential of the situation that minority shareholders could be in if the "trust" is misplaced by us.

We are to reincorporate in Delaware, and there are many ways to accomplish such.

We are to attempt to uplist (may or may not be associated with the reincorporation).

These could be new positives for us. And, considering who owns the voting control and the extent therein, it is simply prudent to keep a skeptical eye on the cautions that might also factor in.

Other than that, a couple of side comments ~

the POR forbids the company from being taken private.

In the POR, it was forbidden for WMIH to be taken private anyway, so we are safe there.

1. I don't believe this is accurate, just my opinion. The earlier POR's in which such was the 'plan were defeated in the 7th amended. Further, the POR has no legal or civil, management or governance over WMIH. Once reorganized, in accordance with the POR, it is IMO simply not bound by reference quoted above. I'd be open to looking at it if you could point it out in the 7th amended, confirmed.

Also, the IRS under Section 382 lumps the retail shareholders who assumed control of WMIH into their own group for purposes of the "testing event" for the NOL's. So, even if the new investors wanted to jetison retailers, they can not. This is why there is a limit on the amount of shares that are traded on a 5-day basis over the years now. We are a group within ourselves. Now, we just passed the 3-year mark for "NOL Lock" and that locked in the 5.95 Billion, and made us much more funds in the future, because that NOL has value and you can not be forced to surrender shares without "true value of NOl's paid to you."

2. On this matter, there is mathematical analysis to be done. Whether it is a merger (one or two step), as part of reincorporation or after, a reverse split, etc. (there are many methods), WMIH only has to assure that KKR (once they become a 5% holder), Tepper and Greywolf do not increase by 50% or more 'from their lowest holdings (as a 5%er) during any 3-year period. So, mathematically, with the stock ownership record of the players, certain methods can be undertaken to reduce the number of shareholders significantly and not encroach of the 50% limitation and risk the NOLs. "Compensation" to minority shareholders 'cashed out may or may not be subject to the Delaware appraisal rights laws and regulations. There are multiple levels of alternate valuation methods; WMIH decides, dessenters can litigate. The problem with any valuation is what to do with intangible assets (in our instance, deferred tax assets; the amount of the NOLs times the tax rate for the amount estimated to be used). Currently, this amount is $-0-, as per the footnotes, the NOLs times the tax rate is fully "reserved" at this time. So, with little case history anywhere, what is the value of NOLs that are valued at $-0- for audit, tax and SEC reporting purposes? We both believe that it is huge, who will present such to the court in a challenge? We've been down this road in bankruptcy and even had to force the retention of BDO to at least 'argue it.

So, IMO, they really can do it. However, I'm sitting on my hands until the merger/acquisition announcement and execution as one would presume that the PPS would be favorably rewarded. Then I will take a cold look at what the scene looks like.

Take care.