Replies to post #527486 on Mr Cooper Group Inc (COOP)

[Large Green]

bond, this announcement is dated 7/19/2018 and all that has to happen is say they are informed next week (by WMIH) for example that shares will go to marker holders to prevent ownership change.

This because an ownership change cannot happen according to merger closing documents required. The Tax Opinion document is below that proves this in my view.

As stated with information we currently know, there will be roughly 1.117 billion outstanding shares at closing, so UNLESS there is more forthcoming, this merger CANNOT close as the way it appears currently, there IS an ownership change.

Section 382 of IRS code says 51% ownership must be maintained by >5% owners, otherwise there will be an ownership change so to avoid a minimum of 450 million shares MUST be issued to Escrow ShareMarkers simultaneous to merger closing

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

***REQUIRED MERGER DOCUMENT AT MERGER CLOSING***

(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.

[AaronTrainer]

I'm inclined to agree. There's a pattern that's been here over the last few years-
Different board members or other representatives in charge keep telling us there is nothing in escrows for us, and we keep coming up with other ways to read that. And we keep coming up with no actual possession of financial return.