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Replies to post #491360 on Mr Cooper Group Inc (COOP)
10/11/17 1:09 PM
6th Amended Plan
2. The Rights Offering.
The Plan contemplates a Rights Offering, pursuant to which certain holders of Allowed PIERS Claims related to PIERS Preferred Securities, subject to the terms set forth in the Plan and as described herein, will receive Subscription Rights entitling, but not obligating, eligible holders to purchase Additional Common Stock, i.e., one hundred million (100,000,000) additional shares of duly authorized common stock of Reorganized WMI to be issued on the Effective Date of the Plan or as soon thereafter as is practicable pursuant to a Rights Offering, with no par value; provided, however, that a de minimis amount of the Additional Common Stock will be designated by the board of directors of Reorganized WMI as stated capital; provided, further, however, that, in the event a Retention/Sale Transaction has occurred, or an agreement for a Retention/Sale Transaction has been entered into and has not been terminated, prior to the satisfaction of the conditions for the distributions of Additional Common Stock set forth in the Plan, the Additional Common Stock will not be issued. For more detailed information regarding the Rights Offering, see Section V.H, as well as the Plan.
H. Rights Offering.
1. Issuance of Subscription Rights.
Subject to the provisions of the Plan with respect to a Retention/Sale Transaction, pursuant to the Plan, each holder of an Allowed PIERS Claim that relates to PIERS Preferred Securities shall receive certain Subscription Rights (as set forth therein), entitling such holder to purchase its Pro Rata Share of Additional Common Stock if such holder, based on its Pro Rata Share of Subscription Rights, is entitled to subscribe for shares of Additional Common Stock for an aggregate Subscription Price of at least Two Million Dollars ($2,000,000)18; provided, however, that the value attributable to Subscription Rights (but not the Subscription Rights) shall be subject to redistribution in accordance with the enforcement, pursuant to section 510(a) of the Bankruptcy Code, of contractual subordination provisions, as set forth in the Subordination Model attached to the Plan; and provided, further, that the Subscription Rights shall be nontransferable. Except as otherwise provided herein and in the Plan, Additional Common Stock shall be issued on the Effective Date or as soon thereafter as is practicable. Each eligible holder of Subscription Rights shall have the right, but not the obligation, to participate in the Rights Offering as provided in the Plan, and shall be entitled to acquire all or any portion of its Pro Rata Share of Additional Common Stock. Pursuant to the Rights Offering, but subject to the provisions of the Plan with respect to a Retention/Sale Transaction, an aggregate number of shares of Additional Common Stock having a value of One Hundred Million Dollars ($100,000,000.00) shall be available for purchase by all eligible holders of Subscription Rights.
18 With respect to the distribution of Subscription Rights to holders of Allowed PIERS Claims relating to the PIERS Preferred Securities, “Pro Rata Share” means the proportion that the face value of such holder’s claim bears to the aggregate face value of the PIERS Preferred Securities. Accordingly, only holders having Allowed PIERS Claims (relating to the PIERS Preferred Securities) in an amount equal to or greater than $15,313,483.99 are eligible to participate in the Rights Offering. Stated differently, only holders of PIERS Claims relating to the PIERS Preferred Securities having claims corresponding to a face amount equal to or greater than $23,000,000.00 of Preferred Securities are eligible to participate in the Rights Offering.
2nd Amended Plan
36. As described in the Second Amended Disclosure Statement, pursuant to the Second Amended Plan, Reorganized WM! will issue 5.6 million shares of common stock with a par value of $25 per share. Discl. Stmt. at 15. Under the Plan, certain creditors (WM! Senior Noteholders, certain General Unsecured Creditors, and, under certain conditions, WMI Senior Subordinated Noteholders) will have the option of receiving these shares of Reorganized Common Stock in lieu of some or all of the cash they might otherwise receive under the Plan. Id. at 19, 21, 22. In addition, as under the previous Plan, the PIERS Claimants will receive subscription rights entitling them to purchase an additional 4 million shares of the Reorganized WMI common stock with a par value of $25 per share. Id. at 82-84.
2nd Amended Joint Plan
1.3 Additional Common Stock: The 4,000,000 additional shares of duly authorized common stock of Reorganized WMI to be issued as of the Effective Date or as soon thereafter as is practicable on account of the Rights Offering, with a par value of $25.00 per share.
ARTICLE XXXIV
RIGHTS OFFERING
34.1 Issuance of Subscription Rights: Pursuant to Section 20.4 of the Plan, each holder of an Allowed PIERS Claim shall receive certain Subscription Rights (as set forth therein), entitling such holder to purchase its Pro Rata Share of Additional Common Stock, if such holder, based on its Pro Rata Share of Subscription Rights, is entitled to subscribe for shares of Additional Common Stock for an aggregate Subscription Price of at least Two Million Dollars ($2,000,000). The Additional Common Stock shall be issued on the Effective Date or as soon thereafter as is practicable. Each eligible holder of Subscription Rights shall have the right, but not the obligation, to participate in the Rights Offering as provided herein, and shall be entitled to acquire all or any portion of its Pro Rata Share of Additional Common Stock. Pursuant to the Rights Offering, an aggregate number of shares of Additional Common Stock having a value of One Hundred Million Dollars ($100,000,000.00) shall be available for purchase by all eligible holders of Subscription Rights.
34.2 Subscription Period: The Rights Offering shall commence on the date Ballots and Subscription Forms are mailed to Voting Nominees on behalf of holders of Allowed PIERS Claims. On or prior to the Subscription Expiration Date, each Voting Nominee, on behalf of each respective holder of Subscription Rights intending and eligible to participate in the Rights Offering, must affirmatively communicate to the Rights Offering Agent such holder’s election to exercise Subscription Rights.
34.3 Subscription Purchase Price: Each Voting Nominee, on behalf of each respective holder of Subscription Rights intending to participate in the Rights Offering, shall be required to pay, by no later than one (1) Business Day after the Subscription Expiration Date, the Subscription Purchase Price for each share of Additional Common Stock elected by such holder, in accordance with the provisions of Section 34.4 hereof.
34.4 Exercise of Subscription Rights: In order to exercise Subscription Rights, each holder thereof must (i) be a holder of an Allowed PIERS Claim as of the Rights Offering Record Date, (ii) be entitled, based upon its Pro Rata Share of Subscription Rights, to subscribe for shares of Additional Common Stock having an aggregate purchase price of at least Two Million Dollars ($2,000,000), (iii) make the election to exercise all or a portion of such rights on the Subscription Form in a specified amount, (iv) return such Subscription Form to such holder’s Voting Nominee for electronic transmission to the Rights Offering Agent, so that such information is actually received by the Rights Offering Agent on or before the Subscription Expiration Date, and (v) pay to the Voting Nominee an amount equal to the Subscription Purchase Price multiplied by the number of shares of Additional Common Stock such holder is electing to purchase, so that the Voting Nominee can forward such funds to the Debtors, so that the funds are received by the Debtors no later than one (1) Business Day after the Subscription Expiration Date. If the Rights Offering Agent and/or the Debtors for any reason do not timely receive from a Voting Nominee, on behalf of a given holder of Subscription Rights, (i) information regarding such holder’s election to exercise its Subscription Rights and (ii) immediately available funds as set forth above, such holder shall be deemed to have relinquished and waived its right to participate in the Rights Offering. The payments made in accordance with the Rights Offering shall be deposited and held by the Debtors in the Rights Offering Trust Account. The Rights Offering Trust Account will be a segregated account, maintained by the Debtors exclusively for the purpose of administration of the Rights Offering until the Effective Date or such other later date, at the option of the Reorganized Debtors. The Debtors shall not use such funds for any other purpose and shall not encumber or permit such funds to be encumbered with any Lien or similar encumbrance.
4,000,000 shares @ $25
10/11/17 2:57 PM
10/11/17 6:18 PM
