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Mr_Simpson72

02/17/18 9:46 AM

#509553 RE: mordicai #509538

Mordicai: Thanks for clarification there will not be a Reverse Split RS.

$4...here we go... in Q2 2018

At page 66 of the Merger Agreement WMIH a/k/a "parent" , WMIH CANNOT do a split:

none of Parent and Merger Sub shall, nor shall Parent permit any of its Subsidiaries to:

(a) (i) other than dividends and other distributions by a direct or indirect Subsidiary of Parent to Parent or any direct
or indirect wholly-owned Subsidiary of Parent, declare, set aside or pay any dividends on, or make any other distributions
in respect of, any of its capital stock or other equity securities, (ii) split, recapitalize, subdivide, combine or reclassify any
shares of Parent Common Stock, Parent Preferred Stock, Parent Common Stock or issue or authorize the issuance of any
other securities in respect of, convertible into or in substitution for, outstanding shares of Parent Common Stock, Parent
Preferred Stock or Parent Common Stock, or (iii) purchase, redeem or otherwise acquire or offer to purchase, redeem or
otherwise acquire any Parent Securities or Parent Subsidiary Securities, except, in the case of this clause (iii), for such
purchases, redemptions and other acquisitions solely between Parent and a wholly owned Subsidiary thereof, or between a
wholly owned Subsidiary of Parent and another wholly owned Subsidiary of Parent;
(b) amend its certificate of incorporation, bylaws or other similar organizational documents;
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JusticeWillWin

02/17/18 12:06 PM

#509570 RE: mordicai #509538

OK, then let's assume they know the PPS will be > $4 at the day of the merger without doing a R/S. So how does that match with the fixed 12.7xxx Shares instead of $18 in cash the NSH shareholders can choose for one NSH share. Then they get at least $4 x 12.7 = $50.8

Let's start buying NSH shares now ;-)

And according to the 8K the listing on the Global select market is a condition to the closing of the merger.

Consummation of the Merger is subject to various conditions, including, (i) the adoption of the Merger Agreement by the holders of a majority of Nationstar’s outstanding common stock; (ii) the approval of the Share Issuance by a majority of all votes cast by holders of outstanding shares of WMIH Common Stock and preferred stock (voting on an as-converted basis in accordance with WMIH’s amended and restated certificate of incorporation); (iii) the expiration or termination of the

applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iv) obtaining required regulatory approvals as specified in the schedules to the Merger Agreement without the imposition of a condition that would have a material adverse effect on Nationstar and its subsidiaries, taken as a whole, following the Merger (“Burdensome Condition”); (v) the effectiveness of a registration statement on Form S-4 relating to the Merger; (vi) the approval for listing the WMIH Common Stock issuable in the Merger on the NASDAQ Global Select Market, subject to official notice of issuance; (vii) there being no law or injunction prohibiting consummation of the transactions contemplated under the Merger Agreement; (viii) subject to specified materiality standards, the continuing accuracy of certain representations and warranties of each party; and (ix) performance by each party in all material respects with its covenant