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jerrylev

07/15/18 12:44 PM

#526710 RE: jjflash49 #526709

And there was a proxy vote for the merger and the exact number of shares was specified. 2 weeks later, it will be changed?
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Large Green

07/15/18 12:45 PM

#526712 RE: jjflash49 #526709

jjflash49, first of all you do NOT even cite the entire text of my post that shows the page number, 8K Filing signed on 2/23/2018, closing documents and link so read it closely and slowly realizing that the way the merger is currently explained, there WILL BE an ownership change UNLESS share issued simultaneous to merger closing.

An ownership change will nullify the only asset WMIH has shown for this merger and by NSM Executives agreeing to something like this would spell prison time for them.

Page 70/71 merger document filed on 2/13/2018-Section 8-Tax Opinion

https://www.sec.gov/Archives/edgar/data/933136/000119312518045989/d539539dex21.htm


(d) Tax Opinion. The Company shall have received a copy of a written opinion of BDO (“Parent’s Tax Advisor”), dated as of the Closing Date, in form and substance reasonably satisfactory to the Company, to the effect that (based on the most current information available prior to the Closing Date as provided by Parent to BDO and subject to customary assumptions and qualifications) (i) there should not have been an Ownership Change since March 19, 2012, and (ii) the Merger, taken together with the other transactions contemplated by this Agreement and occurring on the Closing Date, should not result in an Ownership Change (the “382 Tax Opinion”). In rendering the 382 Tax Opinion, Parent’s Tax Advisor shall be entitled to receive and rely upon tax representation letters, including from Parent.
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BBANBOB

07/15/18 12:56 PM

#526713 RE: jjflash49 #526709

JJFLASH

OK let's say it ALL goes down as you suggest WITH NO ISSUANCE of shares in a S4V swap!!!!!!!

You do realize that WOULD BE AN OWNERSHIP CHANGE correct?

And then only 2 things can happen either they USE all of the NOL's or they then have to WAIT for 3 more years to do any other sort of merger or acquisition to keep any of the tax attributes if there are an left......

Now you have to ask your self, are they really willing to wait and put themselves on HOLD so to speak

Look at the whole scenario