Don't worry about Wand. This is a standard "reverse triangular merger." Google it. Wand exists to limit liability that would exist if National was merged directly into WMIH. Briefly, a company is normally liable for its actions to the full extent of its assets. A parent is not normally liable for the liabilities of its subsidiary unless the so-called "corporate veil" gets pierced.
Wand was clearly organized in anticipation of the merger. Upon closing, the tax ID of National will be the tax ID of Wand, and otherwise all the assets and liabilities of National and Wand will be joined as one, with WMIH as the sole shareholder. National's shareholders will get cash and/or shares in WMIH. Meaning that WMIH shareholders will, indirectly, own National.
Closing should take place soon after exhaustion of the Hart-Scott-Rodino review process and whatever other regulatory approvals are necessary in National's industry (there are undoubtedly state and/or federal regulatory agencies there). HSR takes 60 days from filing of a completed filing - unless the FTC initiates a so-called "second request" at the request of the FTC commissioners. I find that to be extremely unlikely for a variety of reasons. I don't know about Federal/State regulation of the mortgaging service industry, but I'd suspect a fairly intensive review there.
Normally, companies try to close immediately following the end of a fiscal quarter, or in a pinch, at the end of a fiscal month. Otherwise, auditing issues can arise. So under normal circumstances I'd speculate a 6/30 or a 9/30 close, although I have worked on deals that differ from that.
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Will multi transactions include escrow pay off in one fell swoop?
So WAND 1 2 and Wand inc The Merging event. I think its important to understand the mechanics and who is the target and who is the acquirer.
IN the case of WMIH we are acquiring NSM thru the merger structure, however we have 1 2 and Inc so why 1, 2 and inc unless we rolling in Whom...........Escrows? But escrows own the trusts and that is Washington Mutual INC so how do the escrows paid get paid? Well yes according to the trust that is the WMI is direct benefactor right?
So is the second or third Wand 2 or inc pull in escrow and merge it as its entity in a doubled up Reverse Triangle their by pulling in the rights and titles to all owned WMI in safe harbor ? Get a head around it, this Merger event will include much more than NSM in my opinion. This could close it all out in one fell swoop.
In connection with the Merger, Merger Sub, a wholly owned subsidiary of WMIH, entered into a financing commitment letter (the “Commitment Letter”) with Credit Suisse AG, Credit Suisse Securities (USA) LLC, Jefferies Finance LLC, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., HSBC Bank USA, National Association and HSBC Securities (USA) Inc. for a one-year senior unsecured term loan bridge facility of up to $2.75 billion (the “Bridge Facility”), which, if funded, is convertible on the first anniversary of the funding date thereof (the “Conversion Date”) into (i) a $1.0 billion tranche of five-year term loans, (ii) a $1.0 billion tranche of eight-year term loans and (iii) a $750.0 million of ten-year term loans. Subject to certain terms and conditions set forth in the Commitment Letter, on the Conversion Date and on the 15th calendar day of each month thereafter, at the option of the applicable lender, the term loans may be exchanged in whole or in part for senior unsecured exchange notes having an aggregate principal amount of at least $250.0 million (or the remaining amount of such tranche of term loans, if lesser).
Project Eclipse Wand Merger Corporation (“Buyer”), a newly formed shell entity which is an affiliate of WMIH Corp. (“WMIH”), intends to acquire, directly or indirectly, all of the outstanding equity interests of the entity previously identified to us by you as “Eclipse” (the “Company”) from the equity holders of the Company.
Merger subs double reverse triangle. My take would be it all ends then with old WMI Escrow markers getting paid and the rights and titles of WMI's remaining legacy and safe harbored assets flow thru after markers receive entitle share of assets
Project Eclipse, Equity Interests. Wand Merger Corporation (“Buyer”), a newly formed shell entity which is an affiliate of WMIH Corp. (“WMIH”), intends to acquire, directly or indirectly, all of the outstanding equity interests of the entity previously identified to us by you as “Eclipse” (the “Company”) from the equity holders of the Company.
Thank you iPrelude
IMO WMIIC is Project Eclipse
Escrow Tracking Markers are the "equity holders of the Company".
Funding to buy the equity interests from "equity holders of the Company" WMIIC, now called Eclipse, paying the Escrow Tracking Marker Holders.
WMIH the "parent" and subs are also able to do business as a International Co
Section 4.1 Corporate Existence and Power. Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has all corporate power and authority to carry on its business as now conducted and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary for the conduct of its business as presently conducted, except where any failure to have such power or authority or to be so qualified would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect. Prior to the date of this Agreement, Parent has delivered or made available to the Company true and complete copies of the certificate of incorporation and bylaws of Parent and Merger Sub as in effect on the date of this Agreement.
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