Replies to post #356344 on Mr Cooper Group Inc (COOP)

[tombrady12nh]

this will be sent via mail.

[ItsMyOption]

Update on correct voting Ballot: We will receive the Beneficial Ballot copy below:
As rainbow pointed out – thanks!

This is the incorrect ballot. You should look for the Beneficial Ballot for Class 22 for common and Class 19 for preferred.

The voting nominees will gather the info from our ballots and prepare the Master Ballot. Then the Master Ballots from all the voting nominees will be sent to the voting agent, KCCLLC.

Exhibit 4-16 Form of Class 22 Beneficial Ballot copy from page 431 of PDF

PLEASE NOTE THAT IF YOU CHOOSE TO NOT GRANT THE RELEASES
PROVIDED IN SECTION 41.6 OF THE PLAN, YOU WILL NOT BE ELIGIBLE
TO RECEIVE A DISTRIBUTION PURSUANT TO THE PLAN. IF YOU FAIL
TO COMPLETE AND RETURN THIS BALLOT, YOU WILL NOT BE ELIGIBLE TO RECEIVE A DISTRIBUTION PURSUANT TO THE PLAN ON THE EFFECTIVE DATE.
YOU MUST COMPLETE AND RETURN THIS BALLOT EVEN IF YOU PREVIOUSLY RETURNED A BALLOT. ANY AND ALL PRIOR ELECTIONS WILL BE DISREGARDED. UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE
---------------------------------------------------------------x
:
In re: : Chapter 11
:
WASHINGTON MUTUAL, INC., et al.,1 : Case No. 08-12229 (MFW)
:
Debtors. : (Jointly Administered)
:
---------------------------------------------------------------x
BENEFICIAL HOLDER BALLOT FOR CLASS 22
(COMMON EQUITY INTERESTS) (CUSIP NO. )
Name of Debtor Entities and Case Numbers WMI Investment Corp. 08-12228 (MFW) Washington Mutual, Inc. 08-12229 (MFW)
Washington Mutual, Inc. and WMI Investment Corp., as debtors and debtors in possession (collectively, the “Debtors”), each of which is identified above, are soliciting certain elections with respect to the Seventh Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code, dated as of December 12, 2011 (as it may be further amended, the “Plan”). The Plan is attached as Exhibit A to the Disclosure Statement for the Plan (as it may be amended, the “Disclosure
Statement”). All capitalized terms used but not defined herein or in the enclosed election instructions have the meanings ascribed to such terms in the Plan.
THIS BALLOT IS ONLY FOR BENEFICIAL HOLDERS OF COMMON EQUITY INTERESTS.
If you are, as of the date you return this Beneficial Ballot, the holder of Common Equity Interests, please use this Beneficial Holder Ballot to cast your vote to accept or reject the Plan and execute your election to grant or not grant the releases provided in Section 41.6 of the Plan. The United States Bankruptcy Court
for the District of Delaware (the “Bankruptcy Court”) has approved the Disclosure Statement, which provides information to assist you in deciding whether or not to elect to grant the releases set forth in Section 41.6 of the Plan. If you elect not to grant such releases, you will not be eligible to receive a
1 The Debtors in these chapter 11 cases along with the last four digits of each Debtor’s federal tax identification number are: (i) Washington Mutual, Inc. (3725); and (ii) WMI Investment Corp. (5395). The Debtors’ principal offices are located at 1201 Third Avenue, Suite 3000, Seattle, Washington 98101. US_ACTIVE:\43868719\07\79831.0003 2 distribution pursuant to the Plan. Bankruptcy Court approval of the Disclosure Statement does not
indicate approval of the Plan by the Bankruptcy Court. If you have any questions on how to properly complete this Ballot, please contact Kurtzman Carson Consultants LLC (the “Voting Agent”) at [phone]. Please be advised that Kurtzman Carson Consultants LLC cannot provide legal advice.
Additionally, pursuant to the Plan, Reorganized WMI shall, on the Effective Date, enter into a credit facility providing for the funding of, among other things, working capital, permitted acquisitions, and permitted originations by Reorganized WMI, as fully set forth in the Credit Agreement annexed to the
Plan as Exhibit “C”. Until the Voting and Election Deadline, the Debtors shall market the terms of the Credit Facility in an effort to obtain terms superior to those set forth in the Credit Agreement annexed to the Plan as Exhibit “C”. However, any Creditor or holder of an Equity Interest may, upon
(1) presentation of financial information necessary to establish the ability to participate as a lender in accordance with the provisions of the Credit Facility, and (2) the consent of the Equity Committee, which consent shall not be unreasonably withheld, become a lender under the Credit Facility in lieu of the lenders contemplated pursuant to the Credit Agreement. Prior to the commencement of the Confirmation Hearing, the Debtors shall file a notice with the Bankruptcy Court setting forth the lender(s) selected to provide the Credit Facility. If you are interested in becoming such a lender, then before the Voting and Election Deadline you must contact the Debtors at [e-mail].
US_ACTIVE:\43868719\07\79831.0003 3
IMPORTANT
You should review the Disclosure Statement and the Plan (including the Amended Global Settlement Agreement) before you submit this Beneficial Holder Ballot. You may wish to seek legal
advice concerning the Plan and the classification and treatment of your Common Equity Interests under the Plan. All of your Common Equity Interests in the Debtors have been placed in Class 22 under the Plan. If you hold Claims or Equity Interests in more than one Class under the Plan, you will receive a Ballot or Election Form, as applicable, for each such other Class and must complete a separate Ballot or Election Form, as the case may be, for each such Class. VOTING AND ELECTION DEADLINE: 5:00 P.M. (Pacific Time) on February 9, 2012.
In order for your vote to be counted, the Master Ballot from your Voting Nominee must be properly completed, signed, and returned so that it is actually received by the Voting Agent,
Kurtzman Carson Consultants LLC, by no later than 5:00 p.m. (Pacific Time) on February 9, 2012, unless such time is extended by the Debtors. BALLOTS WILL NOT BE ACCEPTED BY TELECOPY, FACSIMILE, E-MAIL OR OTHER ELECTRONIC MEANS OF TRANSMISSION.
If the Master Ballot from your Voting Nominee is not received by the Voting Agent on or before the
Voting and Election Deadline and such deadline is not extended by the Debtors you will not be eligible to receive a distribution on the Effective Date unless your Ballot is received by your Voting
Nominee in time for your Voting Nominee to process your Beneficial Holder Ballot and return a Master Election Form so that it is received by the Voting Agent prior to 5:00 p.m. (Pacific Time) on February 29, 2012.
If the Plan is confirmed by the Bankruptcy Court, the Plan will be binding on you whether or not you return a Beneficial Holder Ballot.
IF YOU RECEIVED A RETURN ENVELOPE ADDRESSED TO YOUR BANK, BROKER, OR
OTHER VOTING NOMINEE (EACH OF THE FOREGOING, A “VOTING NOMINEE”), YOU MUST RETURN THIS BENEFICIAL HOLDER BALLOT TO SUCH VOTING NOMINEE AND NOT THE VOTING AGENT. PLEASE ALLOW SUFFICIENT TIME FOR YOUR VOTING NOMINEE TO PROCESS YOUR BENEFICIAL HOLDER BALLOT ON A MASTER BALLOT AND RETURN THE MASTER BALLOT TO THE VOTING AGENT BEFORE THE VOTING AND ELECTION DEADLINE.
IF YOU DO NOT ELECT TO GRANT THE RELEASES PROVIDED IN SECTION 41.6 OF THE PLAN, YOU WILL NOT BE ELIGIBLE TO RECEIVE ANY DISTRIBUTION PURSUANT TO THE
PLAN. US_ACTIVE:\43868719\07\79831.0003 4
HOW TO SUBMIT YOUR VOTE
(AS MORE FULLY SET FORTH IN THE ATTACHED INSTRUCTIONS):
1. REVIEW ITEM 1.
2. COMPLETE ITEM 2.
3. COMPLETE ITEM 3. NOTE THAT THIS ITEM IS OPTIONAL.
4. COMPLETE AND SIGN THE IRS FORM W-9 OR W-8 REQUESTED IN ITEM 4.
5. REVIEW THE CERTIFICATIONS CONTAINED IN ITEM 5, AND COMPLETE ITEM 5.
6. SIGN THE BENEFICIAL HOLDER BALLOT.
7. IF YOU RECEIVED A RETURN ENVELOPE ADDRESSED TO YOUR BANK, BROKER, OR OTHER VOTING NOMINEE (EACH OF THE FOREGOING, A “VOTING NOMINEE”), PLEASE RETURN THE BENEFICIAL HOLDER BALLOT TO SUCH VOTING NOMINEE AND ALLOW SUFFICIENT TIME FOR YOUR VOTING NOMINEE TO PROCESS YOUR VOTE ON A MASTER
BALLOT AND RETURN THE MASTER BALLOT TO THE VOTING AGENT BEFORE THE
VOTING AND ELECTION DEADLINE.2
8. IF YOU DO NOT RETURN AN EXECUTED BENEFICIAL HOLDER BALLOT, YOU MAY NOT BE ELIGIBLE TO RECEIVE A DISTRIBUTION ON THE EFFECTIVE DATE, YOU WILL BE TREATED IN ACCORDANCE WITH SECTION 31.6(C) OF THE PLAN, AND YOU WILL NOT BE ELIGIBLE TO RECEIVE A DISTRIBUTION UNLESS AND UNTIL YOU EXECUTE AND DELIVER THE THIRD PARTY RELEASE PURSUANT TO SECTION 41.6 OF THE PLAN WITHIN
THE TIMEFRAME SET FORTH IN SECTION 31.6(C) OF THE PLAN.
9. IF YOU DO NOT ELECT TO GRANT THE RELEASES PROVIDED IN SECTION 41.6 OF THE PLAN, YOU WILL NOT BE ELIGIBLE TO RECEIVE ANY DISTRIBUTION PURSUANT TO THE PLAN.
This Ballot is not a letter of transmittal and may not be used for any purpose other than to submit
elections with respect the Plan.
2 If you fail to return your completed and executed Beneficial Ballot in time for your Voting Nominee to process
your Beneficial Ballot and return the Master Ballot to the Voting Agent before the Voting and Election Deadline,
you still may return your Beneficial Ballot to your Voting Nominee to have your release election, but not your vote,
processed; provided, however, that you must return your completed and executed Beneficial Ballot in time for
your Voting Nominee to process your Beneficial Ballot and return a Master Election Form so that it is
received by the Voting Agent prior to 5:00 p.m. (Pacific Time) on February 29, 2012.
US_ACTIVE:\43868719\07\79831.0003 5
INSTRUCTIONS FOR COMPLETING THE BENEFICIAL HOLDER
BALLOT FOR HOLDERS OF CLASS 22 (COMMON EQUITY INTERESTS)
1. This Beneficial Holder Ballot is submitted to you to solicit your vote to accept or reject the Plan and execute your election to grant or not grant the releases provided in Section 41.6 of the Plan.
PLEASE READ THE PLAN AND THE DISCLOSURE STATEMENT CAREFULLY
BEFORE COMPLETING THIS BENEFICIAL HOLDER BALLOT.
2. The Plan will be accepted by Class 22 if it is accepted by the holders of two-thirds in amount of Common Equity Interests in Class 22 that actually vote on the Plan. In the event that Class 22 rejects the Plan, the Bankruptcy Court may nevertheless confirm the Plan and thereby make it binding on you if the Bankruptcy Court finds that the Plan does not unfairly discriminate against, and accords fair and equitable treatment to, the holders of Common Equity Interests in Class 22 and all
other Classes rejecting the Plan, and otherwise satisfies the requirements of section 1129(b) of the
Bankruptcy Code. If the Plan is confirmed by the Bankruptcy Court, all holders of Claims against and Equity Interests in the Debtors (including those holders who abstain from voting or reject the Plan, and those holders who are not entitled to vote on the Plan) will be bound by the confirmed Plan
and the transactions contemplated thereby.
3. Complete, sign, and return this Beneficial Holder Ballot to your Voting Nominee.
4. To properly complete the Beneficial Holder Ballot, you must follow the procedures described below:
a. if you have a Common Equity Interest in Class 22, cast one vote to accept or reject the
Plan by checking the appropriate box in Item 2;
b. if you are completing this Beneficial Holder Ballot on behalf of another person or entity, indicate your relationship with such person or entity and the capacity in which you are signing and submit satisfactory evidence of your authority to so act (e.g., a power of attorney or a certified copy of board resolutions authorizing you to so act);
c. if you also hold Claims or Equity Interests in a Class other than Class 22, you may
receive more than one Ballot or Election Form, as applicable, for each such other Class and must complete a separate Ballot or Election Form, as the case may be, for each such Class;
d. if you believe that you have received the wrong Beneficial Holder Ballot, please contact
the Voting Agent immediately;
e. provide your name and mailing address;
f. sign and date your Beneficial Holder Ballot; and
g. return your Beneficial Holder Ballot to your Voting Nominee.
IF YOU HAVE ANY QUESTIONS REGARDING THE BENEFICIAL HOLDER BALLOT, OR
IF YOU DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR PLAN, OR IF YOU NEED ADDITIONAL COPIES OF THE BENEFICIAL HOLDER BALLOT OR OTHER ENCLOSED MATERIALS, PLEASE CONTACT THE DEBTORS’ VOTING AGENT, KURTZMAN CARSON CONSULTANTS LLC, AT [phone]. COPIES OF THE PLAN AND DISCLOSURE STATEMENT CAN BE ACCESSED ON THE VOTING AGENT’S WEBSITE AT WWW.KCCLLC.NET/WAMU. PLEASE DO NOT DIRECT ANY INQUIRIES TO THE BANKRUPTCY COURT.
US_ACTIVE:\43868719\07\79831.0003 6
ITEM 1. Number of Common Equity Interest Shares. The number of shares held for voting and election
purposes is: _________________. If your Common Equity Interest shares are held by a Voting Nominee on your
behalf and you do not know the number of Common Equity Interest shares held, please contact your Voting Nominee
immediately.
ITEM 2. Vote on the Plan. The undersigned holder of Common Equity Interests identified in Item 1 above hereby
votes to:
Check one box: ?? Accept the Plan
?? Reject the Plan
ITEM 3. Release Election. By checking the box below, you elect NOT to grant the releases contained in
Section 41.6 of the Plan. Election to withhold consent is at your option. Please be advised that if you check the box, you WILL NOT be entitled to a distribution under the Plan.
Check the box: ?? Elect to opt out (and receive no distribution)
Note: By failing to check the above box, even if you vote to reject the Plan, you will be deemed to consent to the release.
Additionally, regardless of whether you opt out of granting the releases, the Voting Nominee holding
your Common Equity Interests must “tender” your notes into the appropriate election account established at
The Depository Trust Company (“DTC”). Failure to do so will render your election – either to opt in or to
opt out – ineffective. Common Equity Interests may NOT be withdrawn from the DTC election account after
your Voting Nominee has tendered them to the election account at DTC. Once the Common Equity Interests
have been tendered, NO further trading will be permitted in the Common Equity Interests held in the
election account. If the Plan is not confirmed, DTC will, in accordance with its customary practices and
procedures, return all Common Equity Interests held in the election account to the applicable Voting Nominee for credit to the account of the applicable beneficial holder.
If your Voting Nominee does not tender your Common Equity Interests, any election made by you
will not be counted, you will not be entitled to receive a distribution pursuant to the Plan on the Effective
Date, and you will be treated in accordance with Section 31.6(c) of the Plan.
ITEM 4. Important Tax Information Required – Potential Withholding. Distributions to holders of Common
Equity Interests by the Debtors or the Liquidating Trustee, and any subsequent amounts received by the Liquidating
Trust allocable to a holder, are subject to any applicable tax withholding.
Under U.S. federal income tax law, interest and other reportable payments may, under certain
circumstances, be subject to “backup withholding” at the then applicable backup withholding rate (currently 28%).
Backup withholding generally applies if the holder (a) fails to furnish its social security number or other taxpayer
identification number (“TIN”), (b) furnishes an incorrect TIN, (c) fails properly to report interest or dividends, or (d)
under certain circumstances, fails to provide a certified statement, signed under penalty of perjury, that the TIN
provided is its correct number and that it is a United States person that is not subject to backup withholding. Backup
withholding is not an additional tax but merely an advance payment, which may be refunded to the extent it results
in an overpayment of tax and the appropriate information is supplied to the IRS. Certain persons are exempt from
backup withholding, including, in certain circumstances, corporations and financial institutions.
In addition, in the case of any Liquidating Trust Beneficiaries that are not U.S. persons, the Liquidating
Trustee may be required to withhold up to 30% of the income or proceeds allocable to such persons, depending on
the circumstances (including whether the type of income is subject to a lower treaty rate). Such withholding is not
dependent on the Liquidating Trust distributing any cash or other proceeds. The Liquidating Trustee may also place
such withholding in an escrow pending a determination as to whether the withholding is required under applicable
law.
US_ACTIVE:\43868719\07\79831.0003 7
To avoid unnecessary withholding, each U.S. holder is required to properly complete and return the
Substitute Form W-9 included at the end of this Ballot, certifying that such holder is a U.S. person, that the TIN
provided is correct, and that such holder is not subject to backup withholding, as per its instructions. Exempt
persons should indicate their exempt status on the Substitute Form W-9 as per its instructions. Each non-U.S.
holder is required to complete and return the applicable IRS Form W-8 (W-8BEN, W-8ECI or W-8IMY, as
applicable), signed under penalties of perjury, certifying the holder’s foreign status. These forms may be obtained
from the IRS website (http:/www.irs.gov). Holders should consult their tax advisors as to any qualification for
exemption from backup withholding, or a lower rate of U.S. withholding under an applicable treaty or exemption,
and the procedure for obtaining such exemption.
Tax forms must be sent to your Voting Nominee, along with the completed Beneficial Holder Ballot.
In order to be eligible to receive a distribution from the Liquidating Trust, you must provide the requested
tax information in a timely manner so as not to forfeit your distribution. See Plan § 29.13(c).
ITEM 5. Acknowledgements and Certification. By signing this Beneficial Holder Ballot, the undersigned
acknowledges that the undersigned has been provided with a copy of the Disclosure Statement, including all exhibits
thereto. The undersigned certifies that (i) it is the holder of the Common Equity Interests identified in Item 1 above
as of the date this Ballot is sent to the Voting Nominee, and (ii) it has full power and authority to vote to accept or
reject the Plan. The undersigned further acknowledges that the Debtors’ solicitation of votes is subject to all terms
and conditions set forth in the Disclosure Statement and the order of the Bankruptcy Court approving the Disclosure
Statement and the procedures for the solicitation of votes to accept or reject the Plan contained therein. The
undersigned further acknowledges that by not checking the box in Item 3 above, it is affirmatively agreeing to the
various release and exculpation provisions of the Plan, which appear principally in Article 41 of the Plan and
provide as follows:
41.6 Releases by Holders of Claims and Equity Interests
(a) Global Third Party Releases. On the Effective Date, for good and valuable consideration, and to the fullest extent
permissible under applicable law, each Entity (Creditor or holder of an Equity Interest) that (i) has held, currently holds or
may hold a Released Claim or any Released Third Party Causes of Action, (ii) is entitled to receive, directly or indirectly, a
distribution or satisfaction of its Claim or Equity Interest pursuant to the Plan, and (iii) elects, by not checking or checking
the appropriate box on its Ballot or election form, as the case may be, to grant the releases set forth in this Section 41.6, on
their own behalf and on behalf of anyone claiming through them, shall be deemed to have and hereby does irrevocably and
unconditionally, fully, finally and forever waive, release, acquit and discharge (1) each and all of the Released Parties, from
any and all Released Claims and/or any claim, act, fact, transaction, occurrence, statement, or omission in connection with
or alleged in the Actions or in the Texas Litigation, or that could have been alleged in respect of the foregoing or other
similar proceeding, including, without limitation, any such claim demand, right, liability, or cause of action for
indemnification, contribution or any other basis in law or equity for damages, costs or fees incurred by the releasors herein
arising directly or indirectly from or otherwise relating thereto and (2) each of (a) the AAOC Releasees, (b) the Senior Notes
Claims Releasees, (c) the Senior Subordinated Notes Claims Releasees, (d) the PIERS Claims Releasees and (e) the CCB
Releasees from any and all Released Third Party Causes of Action; provided, however, that each Entity that has elected
not to grant the releases set forth in this Section 41.6, including, without limitation, any Entity that fails to execute
and deliver a release following notice in accordance with the provisions of Section 31.6(c) hereof, shall not be entitled
to, and shall not receive, any payment, distribution or other satisfaction of its claim pursuant to the Plan; and,
provided, further, that, notwithstanding anything contained in this Section 41.6(a) to the contrary, the release set forth in
Section 41.6(a)(1) shall not extend to acts of gross negligence or willful misconduct of any Released Parties (other than with
respect to the JPMC Entities and their respective Related Persons); and, provided, further, that, notwithstanding the
foregoing, solely for purposes of this Section 41.6(a), “Released Parties” shall not include Related Persons other than
(i) Related Persons of the JPMC Entities and (ii) Related Persons of the FDIC Receiver and FDIC Corporate..
41.7 Injunction Related to Releases: As of the Effective Date, all Entities that hold, have held, or may hold a Released
Claim, an Estate Claim, any Released Third Party Causes of Action or an Equity Interest that is released pursuant to
Sections 41.5 and 41.6 of the Plan, are, and shall be, permanently, forever and completely stayed, restrained, prohibited,
barred and enjoined from taking any of the following actions, whether directly or indirectly, derivatively or otherwise, on
account of or based on the subject matter of such discharged Released Claims, Estate Claim, Released Third Party Causes of
Action or such Equity Interests: (i) commencing, conducting or continuing in any manner, directly or indirectly, any suit,
action or other proceeding (including, without limitation, any judicial, arbitral, administrative or other proceeding) in any
forum; (ii) enforcing, attaching (including, without limitation, any prejudgment attachment), collecting, or in any way
seeking to recover any judgment, award, decree, or other order; (iii) creating, perfecting or in any way enforcing in any
matter, directly or indirectly, any Lien; (iv) setting off, seeking reimbursement or contributions from, or subrogation against,
or otherwise recouping in any manner, directly or indirectly, any amount against any liability or obligation owed to any
Entity released under Sections 41.5 and 41.6 hereof; and (v) commencing or continuing in any manner, in any place of any
judicial, arbitration or administrative proceeding in any forum, that does not comply with or is inconsistent with the
provisions of the Plan or the Confirmation Order.
41.8 Exculpation: The Debtors, the Debtors’ officers and directors serving during the period from the Petition Date up
to and including the Effective Date, the Creditors’ Committee and each of its members in their capacity as members of the
Creditors’ Committee, the Equity Committee and each of its members in their capacity as members of the Equity
Committee, and each of their respective professionals shall not have or incur any liability to any Entity for any act taken or
omitted to be taken in connection with the Chapter 11 Cases (including any actions taken by the Creditors’ Committee after
the Effective Date), the formulation, preparation, dissemination, implementation, confirmation or approval of the Plan or
any compromises or settlements contained therein, the Disclosure Statement and the Supplemental Disclosure Statement
related thereto, the Global Settlement Agreement, or any contract, instrument, release or other agreement or document
provided for or contemplated in connection with the consummation of the transactions set forth in the Plan and the Global
Settlement Agreement; provided, however, that the foregoing provisions of this Section 41.8 shall not affect the liability of
any Entity that otherwise would result from any such act or omission to the extent that such act or omission is determined in
a Final Order to have constituted gross negligence or willful misconduct; and, provided, further, that, unless otherwise
ordered by the Bankruptcy Court in connection with the Dime Warrant Litigation, the foregoing provisions of this Section
41.8 shall not affect the liability of any member of the Debtors’ Board of Directors and officers with respect to actions
asserted in the Dime Warrant Litigation and relating to the period from the Petition Date up to and including the Effective
Date. Nothing in the foregoing Section 41.8 shall prejudice the right of any of the Debtors, the Debtors’ officers and
directors serving during the period from the Petition Date up to and including the Effective Date, the Creditors’ Committee
and each of its members in their capacity as members of the Creditors’ Committee, the Equity Committee and each of its
members in their capacity as members of the Equity Committee, and each of their respective professionals to assert reliance
upon advice of counsel as a defense with respect to their duties and responsibilities under the Plan.