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T-3
WALTER INVESTMENT MANAGEMENT CORP filed this Form T-3 on 11/06/2017
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  III. Total Equity Value

As a result of the analysis described herein and the sum of the Standalone Equity Value and the Tax Attributes, Houlihan Lokey estimates the Total Equity Value of the Reorganized Company to be approximately $120 million to $195 million, with a mid-point of $157.5 million, as of the Assumed Effective Date.

Depending on the actual financial results of the Company or changes in the financial markets, and due to the assumptions and other uncertainties described above, the equity value of the Company may differ from the estimated Total Equity Value as of the Assumed Effective Date set forth herein. Accordingly, none of the Company, Houlihan Lokey, or any other person assumes responsibility for the accuracy of the estimated Total Equity Value. In addition, the market prices, to the extent there is a market, of the Reorganized Company’s securities will depend upon, among other things, prevailing interest rates, conditions in the financial markets, the investment decisions of the prepetition creditors receiving such securities under the Plan (some of whom may prefer to liquidate their investment rather than hold it on a long-term basis), and other factors that generally influence the prices of securities.

IX.

TRANSFER RESTRICTIONS AND CONSEQUENCES

UNDER FEDERAL SECURITIES LAWS

The Solicitation is being made prior to the Commencement Date pursuant Section 4(a)(2) and Regulation D of the Securities Act and only from Holders who are Accredited Investors (as defined in Rule 501 of the Securities Act).

The issuance of and the distribution under the Plan of New Second Lien Notes, Mandatorily Convertible Preferred Stock, New Common Stock, and New Warrants (including shares of New Common Stock issuable upon conversion of Mandatorily Convertible Preferred Stock or exercise of New Warrants), shall be exempt from registration under the Securities Act and any other applicable securities laws pursuant to section 1145 of the Bankruptcy Code.

Section 1145 of the Bankruptcy Code generally exempts from registration under the Securities Act the offer or sale under a chapter 11 plan of a security of the debtor, of an affiliate participating in a joint plan with the debtor, or of a successor to the debtor under a plan, if such securities are offered or sold in exchange for a claim against, or an interest in, the debtor or such affiliate, or principally in such exchange and partly for cash. In reliance upon this exemption, the New Second Lien Notes, Mandatorily Convertible Preferred Stock, New Common Stock, and New Warrants, as applicable, will be exempt from the registration requirements of the Securities Act, and state and local securities laws. These securities may be resold without registration under the Securities Act or other federal or state securities laws pursuant to the exemption provided by Section 4(a)(1) of the Securities Act, unless the holder is an “underwriter” with respect to such securities, as that term is defined in section 1145(b) of the Bankruptcy Code. In addition, such section 1145 exempt securities generally may be resold without registration under state securities laws pursuant to various exemptions provided by the respective laws of the several states.

Section 1145(b) of the Bankruptcy Code defines “underwriter” for purposes of the Securities Act as one who, except with respect to ordinary trading transactions, (a) purchases a claim with a view to distribution of any security to be received in exchange for the claim, (b) offers to sell securities issued under a plan for the holders of such securities, (c) offers to buy securities issued under a plan from persons receiving such securities, if the offer to buy is made with a view to distribution or (d) is an issuer, as used in Section 2(a)(11) of the Securities Act, with respect to such securities, which includes control persons of the issuer.

 

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