Replies to post #641282 on Mr Cooper Group Inc (COOP)

[Muff77]

Hi Cura,

Thank You for sharing this part of Acquisition agreement, where the WMIH and its subsidiaries are mentioned.
Please follow next points I have to mention to find some probability of distribution

1) This agreement specifies the statement of income of WMIH and its subsidiaries and must be sent to Lead Arrengers at least 45 days before Closing date - it is 17 Dec 2020. I agree / understand.

2) In that agreement the fiscal Year of WMIH is mentioned without exact date, but I know, WAMU operated with fiscal Year ended at 30 Sep yeach Year. Is this date still valid, or during the BK process (including the WMB /JPM) was postponed to 31 Dec ?

3) THe distribution date is not exactly stated here, what date is supposed to be done ? Must be matched with REITs rules ? In regards the fiscal Year, or can be done early next Year ?

Thank You and waiting for Your reply,
sorry for my english, it is not my mother language,

GLTA,
Muff

at least 45 days before the Closing Date, February 1st 2021. 31 days of January plus 14 days of December, is December 17 2020, the date that the Lead Arrangers should receive the requested documents according the Acquisition Agreement.

Copy paste:

5. The Lead Arrangers shall have received (a) a pro forma statement of income of WMIH and its subsidiaries for the most recently completed fiscal year ended at least 90 days before the Closing Date; (b) a pro forma statement of income of WMIH and its subsidiaries for the latest interim period covered by the financial statements provided pursuant to Section 4(b)(i) above; (c) a pro forma balance sheet as of the most recently completed fiscal quarter ended at least 45 days before the Closing Date (or 90 days prior to the Closing Date in case such four fiscal quarter period is the end of WMIH’s fiscal year) and (d) a pro forma consolidated income statement of WMIH and its subsidiaries for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or 90 days prior to the Closing Date in case such four fiscal quarter period is the end of WMIH’s fiscal year), in each case, prepared after giving effect to the Transactions as if each such transaction had occurred as of such dates (in the case of such balance sheet) or at the beginning of such period (in the case of such income statement), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).


v. ?to make Permitted Distributions (as defined below);



vi. ??to incur indebtedness, consummate fundamental changes, make distributions, sell assets and make restricted payments (including investments), in each case, among the Borrower, the Guarantors and their restricted subsidiaries, in each case, on terms and conditions consistent with those in the Bridge/Bond Documentation Principles; and



vii. ?consummate the Transactions.



In addition, the restricted payment covenant shall include an “Available Amount Basket”, which shall mean a cumulative amount equal to (a) the greater of (x) $175.0 million and (y) a corresponding percentage of Consolidated EBITDA, plus (b) 50% of Consolidated Net Income (to be defined in a manner consistent with the Bridge/Bond Documentation Principles), plus, in each of the following clauses (c) through (i), without duplication, (c) the cash proceeds of new public or private equity issuances of any parent of WMIH or WMIH (other than disqualified stock) to the extent the proceeds thereof are contributed to WMIH as qualified equity and are not a specified equity contribution, plus (d) capital contributions to WMIH made in cash, cash equivalents or other property (other than disqualified stock) that are not a specified equity contribution, plus (e) the net cash proceeds received by WMIH from debt and disqualified stock issuances that have been issued after the Closing Date and which have been exchanged or converted into qualified equity, plus (f) the net cash proceeds etc etc etc



https://www.sec.gov/Archives/edgar/data/933136/000119312518045989/d539539dex105.htm

[cura asada]

After the closing date of WMIH 2020 Consolidated Financial report, before the 45 days of the Closing Date according the Acquisition Agreement. WMIH cannot execute any distribution for 2020 after their Consolidated closing.
Not even with a value date or settlement date after their 2020 closing. With other words, all transactions should be executed before the closing date of their 2020 Consolidated Financial report. IMHO

[stoxjock]

Cura,

According to this Acquisition Agreement, aren't we supposed to get any distributions before EOY 2020? OR is only KKR getting these 'distributions' realized from the income from WMIH subsidiaries and it is still being 'hidden' from us? Till when can they hide it? Aren't they supposed to show all this Accounting before we start Fiscal Year 2021 (which I think alreday may have started for WMIH)? TIA & GLTU!