Replies to post #364377 on Mr Cooper Group Inc (COOP)

[cents2ks]

Just better hope mary doesn't use option a or c...

(a) the Petition Date, (b) the close of business on the day immediately preceding the Petition Date,
(c) December 12, 2011, or (d) such other date as determined by the Court. Although the Court
did not address this issue at the Confirmation Hearing

and someone better find someway to give her reason to use option d and date that would give a share price to effectively bring them back nearer the 1.2%...not sure they really even deserve that, she should use a pps / date of the day their claim was perfected way before BK...

...this just gets uglier and uglier by the moment!

[clawmann]

I don't think the way this is being interpreted here makes any sense whatsoever. For example, the debtors give the judge the authority to choose the pps from December 12, 2011 as the divisor (which I am guessing was maybe about 6 cents on that date). Let's just assume, for the purposes of demonstration only, that the judge goes with the December 12, 2011 closing pps. Divide $35m by $0.06 (I am just guessing it was around 6 cents). The result would be nearly 600,000,000 shares. That would be 3X the the number of shares that are to be initially issued by the newco. So, obviously the formula is not intended to be applied the way that has been suggested here. There must be another application intended.

I think the words pro rata are key. In order to determine PFG's pro rata share of commons distribution, you first determine how many common shares PFG's $35m would "convert" into (the result being "X"). Then you add X to the existing 1.7 billion shares. Then you divide X by (1.7bil + X). That gives you PFG's deemed percentage ownership of commons and their pro rata share of commons' distribution.

If the judge uses the $1.69 pps number as the divisor, that would mean that the $35m would equal 20,710,059 common shares. Add that to 1.7bil, and then divide the result into the 20,710,059. That gives about 1.22%. So PFG would be deemed to own about 1.22% of all commons, and that would be their cut, 1.22% of the shares distributed to commons. Commons are getting 25% of 95%, or 23.75% of newco, or 47,500,000 shares. And PFG would be getting about 580,000 of those newco shares, not much at all.

If she uses the December 12, 2011, pps, that would equate to some 600,000,000 shares. Add that to the 1.7 billion and you get 2.3 bil. 600m shares is about 26% of 2.3 bil. So, under this approach PFG would get 26% of the shares distributed to commons, or 12,350,000 of the 47,500,000 newco shares to be distributed to commons.

[maekuz]

Were the holders of that claim voting in Class 19/21? If so, I assume they'll need to provide releases via a Master Ballot, and they're not listed on the voting results filing... here's hoping they forget ;D

No, they didnt (see p. 44 of the PDF): http://www.kccllc.net/documents/0812229/0812229120213000000000025.pdf

[marayatano]

I am unaware if the claim was modified later, however, the document I posted is the Order approving the Stip, so, imo, I don't believe the order/stip has been modified since the Order is considered a final document and it settles the claim.

The PFG claim is the only subordinated to equity (other than the Dimeq 8.xx% portion) I know of. There may be more, but I do not know.

This subordinated to equity is, imo, pertains to only common's share (25%), and not the preffereds.

I know the proposed order mentioned "Claims subordinated to the level of
Equity Interests", however, does not specify commons only or equity in whole. The Order/Stip/Claim mentions that the subordination is to common equity interests, or treated similarly to equity interests.

The proposed order and order/stip does not specify the conversion rate.

I believe Susman & co/Willingham knew about it.

I did not look further in to this because it really pertains to commons and didn't have an effect on me as I saw it.


imo