WMIH + Cooper Info
Zitat astockinvestor:
https://delecorp.delaware.gov/tin/GINameSearch.jsp
enter: WMI INVESTMENT CORP
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Zitatende
MfG.L:)
Angehängte Grafik:
picture1.png (verkleinert auf 73%)
picture1.png (verkleinert auf 73%)
Zitat boarddork zu User dixdeau (siehe post #149)
I guess WMI Investment Corp would have to have some significant assets to guarantee that loan, significant 'unaudited' assets that are good enough collateral to the issuer of the loan.....
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Zitat jaysenese:
... but does this really tell us anything about WMI Investment Corp as/of January 2015, other than that Chad Smith signed off on ending their obligation dating from 2012?
(As an aside, I looked up "http://www.wmii.com/" today on "whois.com": the URL has belonged to a Chinese company for several years but, yesterday for some reason, the registration for this URL was updated...
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Zitat WithCatz:
Huh? Isn't this the ending of the line-of-credit that was never used -- extended by the hedge funds as part of the POR/Settlement?
Or am I misreading what the "lenders" section having Owl Creek, etc in -- must be.
If it is that lending facility, it was not backed by any assets -- it was an 'obligation' created during settlement.
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Zitat dixdeau:
Wasn't the obligation to make a loan up to $X available?
If a loan was taken wouldn't it have required repayment?
According to the document posted Washington Mutual Investments Inc. ( Newly formed Delaware Corporation as of 3/12/12) was to be the Guarantor IF the loan option from SNH had been exercised.The question is- What would have made make WMI, Inc. an acceptable Guarantor to co-sign WMIHC's loan?
What did/does WMI Inc. have that WMIHC did/does not?
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Zitat azcowboy:
It appears that WMII's contents ... ( a's ) ... was to be the collateral for the loan initially offered by AAOC, had the loan facility offered, actually ever been utilized' ...
The loan facility initially offered by AAOC, was to dissipate at the three year mark anyway ... so this Jan 5th early termination notice may mean that KKR and Citi, are close to a move' forward' ...
So, what could the contents of WMII be ?
What could have been worthwhile enough for AAOC to want as a loan collateral, in the event WMIH, actually utilized the lending facility offered by them, and then WMIH possibly fell into default' ? ...
( a's ) that the examiner wasn't allowed access to ? ... ( footnote 39' ? )
( a's ) that "R" would have, legally kept at arms length until Sept 2014 ? ( PA&A's termination ? )
( a's ) that were owned by the parent WMI that were not able to be liquidated ? ( multiple owned pass-through certs ? )
( a's ) owned and reported by WMI, June 2008' product on the shelf which was unable to be sold prior to WMB's Sept 2008 seizure ?
At the final, ... did AAOC ever really risk the future of their original plan ... ? ... that all AAOC ever did was allow equity to be included ? ... in lieu of gambling on the future possibility of "equitable disallowance" ? ... ( after the threat of a litigation morass ? ) ...
just thinkin'
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Zitat tdmd99:
In re: WMI Investment Corp
http://www.kccllc.net/documents/0812229/0812229081219000000000009.pdf
some numbers in here belonging to WMI Investment Corp. I tried reading it but I'm not as good with these kinds of things as some other folks here. Maybe someone can break it down. I'm seeing some big numbers in here though.
EDIT: If I'm reading it right, there's 1 BILLION value in WMI Investment Corp.
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Zitat ron_66271:
Yep, MBS/PtC residuals.
All IMO formed from Court Docs read and posted many times. HLCE.
***
WMI Investment Corp transferred all their assets to the WMILT as part of the Reorganization in 2012.
MBS/PtC residuals In-Care-Of FDIC to WMILT.
Maybe Zeus or Sgtofarmsone can educate the rest of us regarding the significance WaMu Asset Acceptance Corp. (“WAAC”) and Washington Mutual Mortgage Securities Corp. (“WMMSC”) and 510(b).
"R" "R" "R" .... I'm tranquil, so is TMF, ... and MARTA too.
***
"WMI, June 2008' product on the shelf", In-Care-Of FDIC to WMIH.
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and More. We like happy Employees.
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Next WMILT scheduled distribution date is February first, and the exclusivity of the PAA closed on 9-25-2014.
***add
WMB was a Fifth Amendment Taking.
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Zitat distrojunky:
More current valuations of the stocks:
Wachovia Corp 1,000,000 shares $???
Metlife 600,000 shares $30,600,000
Georgia Power 250,000 $26,500,000
Bank of America 4,000,000 $219,600,000
Total** $276,700,000
** with no valuation for Wachovia shares.
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Zitat ron_66271:
Wachovia Equity Securities Litigation
https://wachoviaequitysettlement.com/
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Zitat WithCatz:
Are you inferring that these stocks ~still~ are within WMI Investment Corp under WMIH?
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Zitat astockinvestor:
The WMIH 10-K annual report says there is nothing:
Table of Contents
WMIIC
WMIIC does not currently have any assets or operations and is fully eliminated upon consolidation. Prior to September 26, 2008, WMIIC held a variety of securities and investments; however, such securities and investments were liquidated and the value thereof distributed in connection with implementing the Plan.
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Zitat FPG:
well I guess someone stole it then.
http://www.fbi.gov/about-us/investigate/vc_majorthefts/bankrobbery
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Zitat WithCatz:
Maybe this explains it. And all those MORs we used to read, had the sale of them.
https://www.kccllc.net/wamu/document/0812229111212000000000005
PDF Page 72 - "After the Petition Date, the Debtors were required to liquidate the $266 million of
investments held by WMI Investment to comply with section 345(b) of the Bankruptcy Code, which
governs investment requirements for bankrupt companies. The conversion of these assets to cash was
disclosed in the Schedule of Cash Receipts and Disbursements included as part of the MORs filed with
the Bankruptcy Court and the SEC with respect to November 2008 through December 2008, as “Cash
Receipts” from the “Sale of Assets/Securities.”"
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Zitat gator:
Yes, but it says nothing about the hidden assets!
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Zitat WithCatz:
So, WMI Investments had (has) hidden assets?
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Zitat astockinvestor:
I can't tell if you are joking.
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Zitat sometimes_wrong:
I believe Gator's reply was in response to this post:
http://investorshub.advfn.com/boards/...msg.aspx?message_id=109825959
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Zitat kenwalker:
SO - The Southern Company (Southern Company)is a holding company, which owns all of the common stock of the traditional operating companies, including Alabama Power Company (Alabama Power), Georgia Power Company (Georgia Power), Gulf Power Company (Gulf Power), and Mississippi Power Company (Mississippi Power) ,and Southern Power Company (Southern Power), and other direct and indirect subsidiaries (together, the Southern Company system).
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Zitatende
MfG.L:)
http://www.boardpost.net/forum/index.php?topic=6527.msg83758#msg83758
Zitat jaysenese:
(8-BALL) Please note this is an 8-BALL discussion, and makes many assumptions. I did a great deal of rounding and guesswork, and there is great potential for human error in this work. Moreover, as we all know, the bids and asks we see on AStocks' screen are not necessarily the actual best bids or best offers, etc, etc, etc. For example, when CRTC was the only offer at a price and stock traded at that price, I assumed the seller was CRTC. If CRTC was sharing the ask with other market makers (usually 1 other, sometimes as many as 4 others at the same price) I assumed that CRTC participated 1/3 of the time as a seller.
However, I believe I can show that CRTC is an effective blocker and supplier of downward pressure on the stock in recent weeks, far in excess of the actual shares being sold by CRTC.
Background: I noted recently that CRTC, who spent most of the summer on the BID side of our market as a buyer, recently began showing up regularly on the ASK side as a seller.
I reviewed the daily videos prepared by AStocks and took notes on what I saw. It appears that on October 20 CRTC first appeared with stock for sale, and they have participated almost daily since then, for most of the trading day.
Total Trading Minutes CRTC Shares Traded Minutes CRTC Shares Traded Total
Minutes Low Bid Alone At Ask Price Low Bid w/ Others At Ask Price Volume
10/20 390 30 100 60 100 129,000
10/21 390 100 2200 170 2800 89,000
10/22 390 0 0 40 100 49,000
10/23 390 0 0 30 0 86,000
10/24 390 0 0 240 2200 39,000
10/27 390 110 30800 0 0 126,000
10/28 390 30 100 190 27100 129,000
10/29 390 0 0 320 0 35,000
10/30 390 0 0 0 0 48,000
10/31 390 0 0 0 0 42,000
11/03 390 - - - - 281,000
11/04 390 10 12000 50 13000 449,000
11/05 390 150 56500 150 33800 231,000
11/06 390 20 1200 120 3300 92,000
11/07 390 0 0 0 0 85,000
11/10 390 - - - - 247,000
11/11 390 0 0 280 9100 33,000
11/12 390 0 0 300 12300 306,000
11/13 390 10 500 60 14000 567,000
11/14 390 0 0 0 0 257,000
Total Trading Minutes: 20 days: 7,800
Trading Minutes on 18 days CRTC participated: 7,000
Approx. Minutes CRTC was offering stock for sale: 6,500 = 93% of the time
Approx. Minutes CRTC had lowest ask price by itself: 460 = 7% of the time
Approx. Minutes CRTC shared lowest ask along with others: 2,010 = 29% of the time
Approx. # shares sold by CRTC in last 20 days: 103,400 + (1/3 of 117,800) = 142,600 shares sold
Summary Points:
1. CRTC appeared as a seller on October 20 and has been selling 18 of the last 20 days.
2. On the days it was trading, CRTC has shown stock for sale about 93% of the time.
3. On the days it was trading, CRTC had the lowest ask price only 36% of the time.
4. Over the last 20 days, I believe CRTC sold approximately 142,600 shares of stock.
5. That 142,600 shares represented just 4% of the 3,220,00 shares traded in last 20 days.
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So, why is any of this important or interesting?
If you subscribe to the theory that the prolonged slippage in WMIH's stock price is not as much due to knowledgable selling as it is due to frightened selling to knowledgable buyers, then you can take my post and do some (8-BALLing) with my results.
Here are a few things I take as givens:
1. CRTC knows more about the WMIH situation than I do. Kevin Starke, their analyst following our company, goes back to pre-bankruptcy days.
2. CRTC spent all summer supporting the stock price and buying shares on a daily basis.
Then, I start 8-balling:
1. If CRTC really wanted to sell their WMIH position, is this how they would do it? Would you show up every day with an offering of stock, knowing full well that just your presence on the sell side sends a 'sell' signal to people watching the stock closely. No, you would be much more secretive about it.
2. Surely CRTC has more than 142,600 shares to sell (which is the approximate number I believe they sold in the last four weeks). They probably own millions of shares. At this rate it could take them years to sell out their position. They know all the major players in the stock - they could pick up the phone and quietly do a large transaction(s) and be done with it.
3. So, if CRTC isn't really serious about selling shares, why go through this excercise at all? Why waste the time and energy posting stock for sale each day, juggling the price around many times each session, never quite selling shares, just keeping a lid on things?
4. What if CRTC is playing both sides of the market, working as a buyer as well? Every trading day we see shares trade between AStock's bid and asked prices, and we never can figure out who is buying those shares so secretly.
5. Perhaps CRTC is trying to 'shake shares loose'. It isn't costing them many shares - they have only sold around 142,600 shares by my estimation - they could easily have bought 1,000,000 shares of more at the same time on the bid side of the market as retail shareholders got frightened and sold. Sometimes CRTC appears as a bidder, but they could be completing trades without showing up on the L2 screens.
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Zitatende
MfG.L:)
$2.20 a share
Zitat Simonizer:
Let me see if I have this right. (Just an extreme example) If someone shorts 10 million shares at $2 and has to cover at say $5, the loss is 30 million dollars.
(I know all shares may not convert but) If 600,000,000 perferred shares convert at 2.00 they get 300,000,000 common. If 600,000,000 preferred shares convert at $2.30 they get 260,000,000 common. The extra 40,000,000 common at $2.00 is worth 80 million dollars or 50 million more than covering the short.
When the KKR deal with warrants was announced last Dec the stock doubled in a few days from $1.10 to $2.70 I believe in part based on the theory that warrants were at $1.30 ish and KKR was at least seeking a double. The same should be here based upon all the shares which will convert. The companies are seeking multiple returns on their money and many of us thought a big gain was coming yet we can't break $2.20. Wonder why?
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Zitat investorwad:
It seems as though in the Dec '13 KKR IA it was unclear or debatable to some whether or not the equity offering described was common shares and even the total amount of the offering ($1B total or $2B). So, perhaps speculation that Bopfan's magic preferreds were the "$2B" equity offering and that she was calling for even more billions got some folks excited and we ran into the mid 3s and stayed for 2 months. And some wonder why I loathe what this poster does.
Obviously, someone(s) figured/found out the equity offering was rapidly convertible preferreds right around last September and it took about 2 months to drive the price down almost daily to $1.70 just before the news. Could have been coincidence, but then the run up to Dec '13 could have been as well.
The PPS gain will likely come leading up to or the day of the acquisition 8-K unless Mya is right and they'll actually drive us closer to $1.75 for the 20 day weighted average. What will be interesting with the 8-K will be the level of detail they give us on the target if the target is private. We may not know much until the first public earnings release by WMIH, but what the PPS does may tell us what the insiders know.
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Zitat myadad:
Anyway I look at it, if the pps is being kept low by KKR or other HF's to either manipulate the conversion price or to accumulate shares, then even at $2.20 this is a screaming buy. I have been involved in the stock market for a long time and I simply do not remember a time where I was given an opportunity to purchase stock at a pps where the signs were so positive. In reading the bible, one finds in the the book of Matthew chapter 13 vs 45 and 46 the parable of the pearl of great price. " the kingdom of heaven is like a merchant seeking beautiful pearls, who, when he had found one pearl of great price, went and sold all that he had and bought it." Now I am not advocating that anyone sell all that you have and put it into WMIH stock at $2.20, but I do believe that when one is presented with an opportunity to do something amazing, that you need to take advantage of it. Matthew was talking about finding salvation and used the story of the merchant as an example of someone going all in for something he believed in. I am not going all in for buying WMIH, but I feel a lot more comfortable being in the over bought position I am in. In fact as funds come available, I will buy a little more.
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Zitat Joemonroe:
"It seems as though in the Dec '13 KKR IA it was unclear or debatable to some whether or not the equity offering described was common shares and even the total amount of the offering ($1B total or $2B). So, perhaps speculation that Bopfan's magic preferreds were the "$2B" equity offering and that she was calling for even more billions got some folks excited and we ran into the mid 3s and stayed for 2 months. And some wonder why I loathe what this poster does."
It's ridiculous for anyone to think one poster on this board could boost spare prices by $1 or more based on speculation....
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Zitat want2breakeven:
"So, perhaps speculation that Bopfan's magic preferreds were the "$2B" equity offering and that she was calling for even more billions got some folks excited and we ran into the mid 3s and stayed for 2 months. And some wonder why I loathe what this poster does."
You sir are seriously delusional. You honestly think one poster on a message board can influence this stock up or down all by what they say? Your hatred is blinding you from reality. The stock is not influenced one bit by any message board poster or any of us common shareholders. PERIOD. Let your hatred go buddy, you only discredit yourself further with the personal attacks.
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Zitat investorwad:
You may be underestimating the conviction of the Bopfan lemmings. The lengths they will go to protect her "integrity", as proven by your two posts, continues to amaze. She has actually slowed her roll of late, so as a reward, I should refrain from pointing out her past nonsense.
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ZItat nlu55:
My goodness you're something else. I would like to elaborate on that but according to rule 5 subsection 2b I could be put on a board ban and there seems to be too much happening to be kicked off now.
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Zitat Scott Fox:
My guess is that CSNY, having expressed her views is waiting like most of us for the next bit of news. From what I see concerning the stock activity there is a pretty good chance that she may be on track about quite a few of her posts. Why would she or any one else have to defend a point of view? We'll see how things turn out very shortly now. Let's relax and eat some fruit
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Zitat Devalzadvok8:
Iwad: "You may be underestimating the conviction of the Bopfan lemmings. The lengths they will go to protect her "integrity", as proven by your two posts, continues to amaze."
I don't think that it is just a matter of "lemmings". Few on this board can take such complicated situations and boil them down into relatively succinct and logical conclusions that even the layman here can understand, than Bop/CSNY. This has to draw attention, and not just from board members here. My observations [not 'complaints', mind you] are that the logic/facts that she presents make absolute sense, [at least to me], but do not really reflect the true reality of the situation. If I were to 'point a finger' I'd say she has the 'expected logic' O.K., but overlooks the economic 'political aspects' of the matter. For this, unfortunately, one must listen to the most cynical sources one can find. As for the 'personal' terminology bandied about here............
Well, not always pleasant, true, but perhaps expected from bodies old of flesh, but overly young in mind. Does that sound about right?
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Zitat WithCatz zu User jaysenese:
Eh, I don't think that's correct. Getting caught, of course, is different. Getting in any trouble with the SEC over it, is also another.
But for me to trade in the market -- buying or selling -- on company "B" because I do have specific knowledge on what my company "A" is going to do -- is problematic.
The example I can think of is where there is going to be a "huge order" by company A of company B's widgets. The BoD of company A knows it.
They can't trade in company "B"'s securities -- in advance of that information becoming public.
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Zitat tyates102:
Isn't that different, if company A is buying widgets from company B then their securities would go up and I can see insider trading. But we have no product, how could that be insider trading ??
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Zitat WithCatz:
Little difference between buying a huge order of widgets, and buying the company itself.
Like the Microsoft / Yahoo (failed) deal. The moment it became public that Microsoft was going (try) to buy Yahoo, the shares in Yahoo shot up. If you "knew" that in advance, and bought Yahoo stock with MNPI -- then it's insider trading.
Or if you knew in advance that the deal was going to fall through, and you sold (or shorted) Yahoo stock.
In any case, it's our company that has no widgets -- not the company we are to acquire. They have widgets.
And that was the hypothetical.
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Zitat investorwad zu User Devalzadvok8:
But, sadly, what gets boiled down seems to always be wrong and/or gets boiled down to some lofty, unrealistic prediction easily debunked by simple facts released by WMIH. Note that she continues to ignore what WMIH tells us and since WMIH is the only reliable source for what's really going on, well....there you have it.
It just seems silly/odd for an intelligent person to repeatedly make wrong (and always lofty) assertions having access to public information available to us all. Where did all those institutions go that were "lining up" to buy WMIH above $5 after 3/20/14? How many were waiting for that to happen instead of taking some profit in the mid 3s? She's not as harmless as some think.
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Zitat colorsvoid:
I've just read your post history. You have contributed nothing but personal negative posts towards other posters, so guess what?
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Zitat myadad:
If you don't know who Raggs is, you really haven't been paying attention. There are probably less than 10 posters who actually are responsible for us still being here and he is one of them. Ignore him if you wish but you are just showing your ignorance.
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Zitat colorsvoid:
Quote from: rp201288 on Today at 12:22:23 PM
So refresh our memory on who raggs is. I've been following variously the Yahell board, ghost board(before I was banned for criticizing Walrath on the yahoo board) and this board sine 9-28-2008. I seem to have forgotten who raggs is.
That's because we're ignorant, just like myadad says.
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Zitat myadad:
I didn't really call you ignorant, just that you hadn't been paying attention. If you decide to ignore him, then that would be showing ignorance.
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Zitat patience360_han:
Not ignorant, just some of us saw and still remembered when Captain Ghost sailed his legendary ship away and vanished into the dark sea at the end of long, treacherous BK voyage.
Remember Ghostboard?
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Zitatende
MfG.L:)
Einfach nur köstlich, wir einige im Laufe der Zeit/Jahre die Hosen runterlassen ;)
Zitat ron_66271:
WMB Bonds.
Because WMB was a Fifth Amendment Taking, rather then a classical bank seizure. The Bank [WMB] did not cause the default. The Fifth Amendment Taking by the FDIC cause the default.
The WMB bond obligation now belongs to the FDIC and JPM. The old WMB bonds are now signified as JPMxxx in their listing.
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ZItat ref2370:
Would this include the duecth bank suit?
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Zitat ron_66271:
Yes.
The DB suit is about WMB's 'Covered' Bonds for which DB is the Trustee.
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Zitat investorwad:
So, if by some miracle, the WaMu seizure itself is deemed illegal/capricious/whatever by a Federal Court or any entity of high authority (i.e. Treasury, Congress, etc.), who do you think would be compensated?
Would the value of my 50,000 WM shares have been "damaged" by such an "illegal" action or "taking"? What about the WMI/WMB debt holders who sold at pennies/dollar? What about the original P/K/H holders who dumped at pennies/dollar? What about employees and their retirements?
Ron, are you trying to make the case for preholder compensation? If not, how does the 5th taking play into where we are now?
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Zitat ron_66271:
Quote from: delman on Yesterday at 04:57:58 PM
Ron ... thanks for your research and participation on this MB. I enjoy reading your many posts and on many occasions have read them more than once. I sincerely believe that our WMIH shares will have an appreciable return in all probability sometime this year. ( hopefully, in the first half of the year ) As for the LT markers, the overwhelming evidence available tells me that there WILL BE a financial return ( dividends ) of some degree! How much IS the question? Here is my question to you: ( if you choose not to answer, I'll
understand ) Based on your extensive reading and research, what is your educated guess on a PROBABLE financial recovery to the LT?
Some of the financial returns from the BK court are;
Retained Earnings/Disputed Claims Reserve from the 363 sale. The RE/DCR are invested in High-yield Government Treasury Bonds via Sub-Rosa.
PDF 20/78. $33B+ in assets and $8B in liabilities. Deposits $4B want to the creditors. The remainder became the 363 Sale. Which are now the RE.
http://www.scribd.com/doc/63319846/...mation-Hearing-in-December-2010
PDF 25/35. Retained Earnings
http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=8531166
And,
Court Registry Accounts. The CRA are underseal and used to finance the BK process. A post-it by THMJW "What if the Debtor is worth $10B? The REITs were over funded by $10B-$13B.
And, This one lives in both BK and FDIC land. The claims live in BK, but FDIC is processing the MBS/PtC [Mortgage Back Securities/Pass through Certificates] and other stuff as JPM services the loans. FDIC dividend payments to the trust for MBS/PtC held.
510(b), Over Funded Claims.
Then comes FDIC and JPM's obligation to the Estate.
https://www.boardpost.net/forum/index.php?topic=6815.msg89565#msg89565
The Fifth Amendment Taking. This list does not account for the $47B in cash at WMBfsb.
And.
Damages. Back to footnote 2. As agreed to in the GSA. If JPM does not perform as agreed to and reinforced in the Conformation Order then JPM will lose their 'Released' status, and is open to RICO litigation. Good job AAOC, and later MW/S&G.
When you read the "WMI-Closing-Argument-of-the-Equity-Committee-1st-Confirmation" pay special attention to the testimony. It's great.
Door open, door closed? No JPM's door closed before Doc #5885 was filed.
*******
As I said before, "I have yet to see any document, or accounting to "show" WMB had lost liquidity to operate, or was insolvent. SB and others may have said it, but it was never proven. Please correct me if I'm wrong." SB and Project Fillmore cannot both be correct at the same time!
*******
Oh, and other little things,
Happy Life Changing Event [HLCE].
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Zitatende
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=6806.msg90056#msg90056
ZItat ron_66271:
Ron's "Official" Fifth Amendment Taking Thread
six (6) years after the final distribution of the Liquidating Trust Assets, subject to any joint prosecution and common interests agreement(s) to which the Liquidating Trustee may be party."
That would mean that the Trust has exhausted all means of recovery to the Estate before 'shut-down' and document destruction.
The Trust remains open until the FDIC receivership closes, plus the BK closure. Regardless if which happens first.
WMI and now the Trust has an agreement in the GSA to satisfy a 'The Taking".
See Paragraph 7, and footnote 2 on PDF 3/15;
Filing # 5885 ............ Dated 11/12/2010
http://www.kccllc.net/wamu/document/0812229101112000000000029
"In its capacity as a creditor, WMI claimed, among other things, that (i) the FDIC dissipated WMB’s assets by selling substantially all the assets of WMB to JPMC rather than liquidating WMB’s assets, and thus the FDIC breached its statutory duty to maximize the net present value return of such assets, and therefore owes damages to WMI; (ii) the FDIC’s wasting of WMB’s assets constitutes a taking for property without just compensation in violation of the Fifth Amendment to the US Constitution; (iii) the FDIC’s refusal to compensate WMI for the property taken in the receivership constitutes a conversion of WMI’s property, actionable under federal law; and (iv) the FDIC’s refusal to compensate WMI of property taken in the Receivership constitutes a conversion of WMI’s property"
After reading this section of document #5885 filed Nov 12, 2010 many times. It's my opinion that the Fifth Amendment Taking is already resolved in the GSA dated Oct 6, 2010. There is no reason to litigate, unless the parties don't fulfill the agreement. JPM would be unreleased due to nonperformance and therefore in noncompliance with the Conformation Order. Project West and RICO come back to the table [AT&T]. The filing date for the big discovery Doc by Quinn Emanuel was Dec 14, 2009. AAOC had big leverage on JPM and FDIC.
The GSA also resolved a related problem related to the WMI Tax Group. Read Para 12 real slow…
“12. The Debtors are precluded from claiming a worthless stock deduction in respect of the WMB Stock so long as WMB remains a member of the WMI Tax Group (or until the WMB receivership is completed and WMB distributes all of its remaining assets). Treas. Reg,….. Pursuant to governing Treasury regulations, however, upon abandoning the WMB Stock, WMI should be able to claim a worthless stock loss deduction (in the estimated amount of approximately $5 billion) on its consolidated federal income tax return for the taxable year in which the abandonment occurs.”
(or until the WMB receivership is completed and WMB distributes all of its remaining assets). WMB distributes all of its remaining assets to whom? If WMB assets, or value come back to WMI/LT then the CL/NOL are reduced. Fine by me, I like cash.
I note that no one was able to discuss/argue-the-point on this MB the fact that there was/is no proof that WMB was illiquid upon seizure. Remember the FDIC said that if the SJ $4B was at WMB, then WMB had liquidity, and the FDIC would not have seized.
JPM was the dead bank,
Other interesting facts;
FDIC's LIBOR case lists a group of 'failed' banks. WMB is never listed as a 'failed' bank with the other 'failed' banks.
As I said before, "I have yet to see any document, or accounting to "show" WMB had lost liquidity to operate, or was insolvent. SB and others may have said it, but it was never proven. Please correct me if I'm wrong." SB and Project Fillmore cannot both be correct at the same time!
WMI will be reimbursed for all of WMB's assets, not just the non-banking subs because of the "Taking".
Therefore the Trust remains open until the final distribution of the Liquidating Trust Assets.
It's all good!
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Again, lets talk about Fifth Amendment Taking. Which no one wants to address.
"In its capacity as a creditor, WMI claimed, among other things, that (i) the FDIC dissipated WMB’s assets by selling substantially all the assets of WMB to JPMC rather than liquidating WMB’s assets, and thus the FDIC breached its statutory duty to maximize the net present value return of such assets, and therefore owes damages to WMI; (ii) the FDIC’s wasting of WMB’s assets constitutes a taking for property without just compensation in violation of the Fifth Amendment to the US Constitution; (iii) the FDIC’s refusal to compensate WMI for the property taken in the receivership constitutes a conversion of WMI’s property, actionable under federal law; and (iv) the FDIC’s refusal to compensate WMI of property taken in the Receivership constitutes a conversion of WMI’s property"
WMI did not litigate in the "D.C. Court" because FDIC and JPM settled the Fifth Amendment Taking issue in the GSA.
Dot..., Dots.., Dots connected. Just that simple. WMB was liquid and solvent upon seizure, and the funding for the FDIC's Emergence Powers.
The FDIC was solving a different problem.
---------------------
Zitat WithCatz:
Aren't you making your own point? The DC Court action was settled, with prejudice, upon the GSA/POR approval.
---------------------
Zitat ron_66271:
Note that when we quote from the FDIC's general protocol, it's regarding a truly 'unsafe and unsound' institutions due to that banks insolvency.
WMB was solvent and liquid. WMB had cash coming from Project Fillmore, and a Memorandum of Understanding with the OTS to weather the finical storm.
Project Fillmore - Decapitalization of WMBfsb
https://docs.google.com/file/d/...5NjUxYjRjOWQy/edit?hl=en.&pli=1
Sorry Dixdeau, I'm not picking on you or your post. I'm just using it as an example.
When we read the FDIC site looking for information about the procedure, we read about the seizing of insolvent banks. The FDIC normally seizes insolvent banks.
##############################################
Quote from: dixdeau on Yesterday at 09:09:29 PM
"By contrast, the FDIC acts as the receiver
for an insolvent bank and has almost complete control. Other claimants can
sue the FDIC, but they cannot obtain injunctive relief, and their damages are
limited to the amount that they would have received in liquidation."
http://law2.wlu.edu/deptimages/Law%20Review/67-3HynesWalt.pdf
Until there is a question of whether fair value was obtained for WMILT there is no basis for a suit.The only grounds for a suit by WMILT against the Receiver is whether after liquidation of assets WMILT could have obtained better prices in the marketplace.
#########################################
I'm just pointing the fact that WMB did not fit the normal FDIC general protocol, because WMB was not insolvent or illiquid on the seizure date, but WMB was a Fifth Amendment Taking by FDIC Emergency Powers. The FDIC and JPM did not want to go there in "D.C. Court".
"D.C. Court" was the foundation of "what was footnote 2 a footnote to?
The FDIC was solving a different problem. JPM. AAOC understood the 'Taking' of WMB and tried to align themselves for the grand taking of the Crown Jewel through their PIER's position in Plan 6. We how live in Plan 7.
Who is watching the FDIC? [Hat tip ND9 and others].
Mr. John A. Maciel, an employee of A&M, will serve as the Trust’s Chief Financial Officer.
and;
Robert Schoppe is a Senior Adviser with Alvarez and Marsal Financial Industry Regulatory Advisory Services in Houston. He brings more than 40 years of management experience in the private and governmental banking industry and has served as the FDIC Receiver-in-Charge (RIC) for 35 bank failures – including the largest U.S. bank to ever fail, the $335 billion Washington Mutual Bank.
and
BDO.
and
Probably a few others.
--------------------------------------------------
Zitatende
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=6854.msg90320#msg90320
Zitat Mr_Simpson:
We already know about the connections of Gene Davies with Capmark Financial.
About: http://www.bluestembrands.com/
They bought last year Bluestem Brands and taking a close look it comes up a familiar name about some deal they closed with Santander Consumer (Tagar Olson)
Also by looking at the numbers this is only the tip of the iceberg... Its going to take a very long time to deduct 5.97 Billion in NOLs with these numbers...
so my take is they will be building one deal after another.
http://www.bluestembrands.com/2014/12/...brands-inc-earnings-release/
“Bluestem delivered another record quarter, increasing net sales 27% over the same period last year and driving a seven‐fold increase in pro forma Adjusted EBITDA. Our strategies to expand the customers we serve through innovative credit products coupled with a rapidly‐expanding and more relevant merchandise assortment are clearly paying off.” said Steve Nave, Capmark and Bluestem’s Chief Executive Officer.
Net sales were $213.3 million for the third quarter of 2014, a 27% increase over third quarter of 2013 net sales of $167.7 million.
Adjusted EBITDA for the third quarter of 2014 was $11.5 million, compared to $33.6 million in the third quarter of 2013. Adjusted pro forma EBITDA (adjusted for the effects of the Santander Consumer USA transaction) was $10.0 million in the third quarter of 2014, compared to $1.4 million in the same quarter of 2013.
Net loss for the third quarter of 2014 was $4.4 million, compared to net income of $14.7 million in the third quarter of 2013.
Revolving new customer credit accounts increased 16%, from 132 thousand in the third quarter of 2013 to 152 thousand in the third quarter of 2014.
FreshStart new customer credit accounts increased 31%, from 39 thousand in the third quarter of 2013 to 51 thousand in the third quarter of 2014.
Active accounts increased to 1.5 million in the third quarter 2014, a 13% increase over the third quarter of 2013.
Year‐to‐Date Highlights
Net sales year‐to‐date through the third quarter of 2014 was $615.0 million, a 32% increase over net sales of $465.3 million for the same period of 2013.
Adjusted EBITDA year‐to‐date through the third quarter of 2014 was $63.3 million, a 29% increase over $49.1 million for the same period of 2013. Adjusted pro forma EBITDA year‐todate through the third quarter of 2014 was $42.7 million in the third quarter of 2014, a 321% increase over $10.2 million for the same period of 2013.
Net income year‐to‐date through the third quarter of 2014 was $9.6 million, compared to a net loss of $171.7 million for the same period of 2013.
---------------------
Zitat jaysenese:
Off-This-Topic, but I wanted to mention it somewhere:
KKR is structured as a master limited partnership: it pays very little corporate tax and passes the tax liability onto shareholders, so they are basically taxed one time and not twice. This has been a popular structure for some time.
There was increasing talk in 2014, however, to change or limit the tax advantages of companies like KKR.
For example, here (1) and here (2):
http://www.fool.com/how-to-invest/...-tax-threat-to-these-stocks.aspx
(8-BALL) If KKR was contemplating a change of corporate structure, could they utilize WMIH's NOL's somehow going forward to minimize the impact to shareholders? (/8-BALL)
http://seekingalpha.com/article/...ted-partnership-tax-status-at-risk
Zitatende
--------------------------------------------------
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=6858.msg90408#msg90408
Zitat azcowboy:
... Just something that popped out at me within a recent re-read of the Liquidation Trust's (Jan 5th) request to extend for three additional years ...
... Obviously, which has now been signed and approved by the court' ...
However, what possible "assets" ( a ) ... would the Liquidation Trust be in a position to ~ "yet commercially reasonable, manner to monetize assets" ~ I could have sworn that we' ( The Liquidation Trust ) were "all cash" as of the last qtrly report' ending 12/31/2014' (filing # 11902)
... "assets" ( a ) that the FDIC-R' has not been in a position to liquidate and is now in a position to return to the originating debtors estate ? ...
... "assets" ( a ) that KKR is in a position to aid the debtors estate to unload ... ( a's ~ assets) ?
"As of the date hereof, Tranches 1, 2, and 3 have been paid in full and WMILT has commenced distributions to holders of Liquidating Trust Interests in Tranche 4. The Liquidating Trustee, the Trust Advisory Board and the Litigation subcommittee have been working in an expeditious, yet commercially reasonable, manner to monetize assets, to analyze and pursue any valid causes of action (including, without limitation, tax refund claims, preference actions, and potential actions against certain former directors and officers of WMI), and to investigate, prosecute and/or resolve Disputed Claims"
http://www.kccllc.net/wamu/document/0812229150105000000000006
just sayin' ... (maybe ?)
--------------------
Zitat CSNY:
You can bet KKR or Blackstone will get a piece of that action.
---------------------
Zitat azcowboy:
You read my mind' ...
... As everyone knows, ... I'm watching all sides to this' and hangin' on every word filed' ... I say KKR has been sniffin' around the hen house because something large' is about to be revealed ... and it ain't gonna be no monkey business about any mere acquisition of NOL' possibles ... if KKR threw 400 million dollars at this, simply for some NOL possibilities ? ... then, In My Opinion, their own shareholder base needs to have themselves a "special meeting" ... Citi also' ... those guys at Citi, can't afford any more screw ups ... they need a sure thing & I think this WMIH is their turn' ... my opinion
I may have bought into the whole thought process of the NOL's, had the rights offering not been so large comparatively' ... (400m & 200M ? ~ I ain't buyin' into that)
And, I may as well add' ... In My Opinion' ... Those escrow tracking markers connected to the original debtors estate' are worth some serious returns' ... AAOC knew what they were doing the whole time & IMO ? ... there was more than plenty to share' ... and way to much for AAOC to gamble on a possible "equitable disallowance"
just sayin'
--------------------
Zitat kenwalker:
Interesting find, AZ.
Of 100's of thousand of mortgages there was always going to be some ..............
---------------------
Zitat azcowboy:
Yep' ... and according to the WMI ... June 30th, 2008 ... SEC filing' ... there was a whole bunch o' stuff that WMI' had ready to sell ... (product on the shelf, if you will) ... and I wouldn't think that the right time to sell product owned by WMI' the parent, would have been any time between June 30th, 2008 and Sept 25th, 2008 (time of the seizure of WMB) ... I don't figure there would have been a whole lot of cash floating around back then, what with all things in the US' being in such a turmoil and all' ...
... and I ain't even talkin' about ( a's ) or Pass-Through Cert Residual Returns or ... a whole bunch of stuff' ... just the crap that had not been sold yet by WMI' was a whole lot' ...
just sayin'
--------------------
Zitat kenwalker:
Agree on the title search, couple of hundred w/o title insurance. "(also, any property not utilized as a primary residence should be listed as an LLC)" what do you know here? Are you talking about property you still owe on?
--------------------
Zitat azcowboy:
HMM ... we can talk further over the phone if you want to ...
It ends up being a separation of net value in the event of any liability issue which may arise ... any individualized property debt or outright ownership would be a separate issue ...
If multiple property's are maintained within a singular ownership, ... any liability or lienable issue can be assigned to all holdings as a combined asset ... if income or non owner occupied property's are individualized, (individual LLC's) any potential lienable issue is limited to that specific property only' ...
---------------------
Zitat Devalzadvok8:
Ken,
"Agree on the title search, couple of hundred w/o title insurance. "(also, any property not utilized as a primary residence should be listed as an LLC)" what do you know here? Are you talking about property you still owe on? "
The mortgage is on a rental property I have owned for quite some time [27 yrs.]. Well, I suppose I spend enough money 'foolishly' anyway, so it might be worth a few hundred to see if I can 'learn' something. Will mull over. Frankly, unless it becomes some sort of 'pleasant' surprise I think the money would be a better investment spread across my local golf courses............
Question: If it turns out that the mortgage isn't owned by Chase would this information be of some value here, or serve some sort of purpose [other than idle input]?
Dev
--------------------
Zitat azcowboy:
Sorry, In My Opinion, No Dev' ... But thank you for asking ...
... we are currently dissecting complex trusts and are way beyond any specified or individualized property ownership issues ...
Again, Thanks for the offer though
---------------------
Zitat kenwalker:
I'm not sure at this point you could know that would be useful or actionable. I've looked at those "stop the foreclosure" sights as they are a good source of DD that is coming from an entirely different angle which can get you thinking different. They research titles as kinda a lottery "get out of jail (mortgage) free" card to monkeywrench the foreclosure. You're not in foreclosure so .................. JPM or some XYZ or even a screw up........ I'm not sure what that would tell you (us) or what good that would do.
--------------------------------------------------
Zitatende
MfG.L:)
Die Menge ok, Wert 0,--
und das nach so langer Zeit, irgendwie komisch.......
Optionen
| Boardmail an "Memory193" |
Wertpapier: Mr. Cooper Group Inc. |
http://www.kccllc.net/wamu/document/0812229150130000000000001
https://www.boardpost.net/forum/index.php?topic=6871.msg90585#msg90585
Zitat WithCatz:
@Deek -- earlier you asked about Ahmanson -- this gives some clarity on what I had only vaguely remembered. There is/was ongoing litigation about it.
"There remains approximately $34 million in potential refunds due to the WMI Group from California relating to tax years of HF Ahmanson and Subsidiaries, a predecessor group of corporations. The final amount of refunds and the timing of payment is dependent on the outcome of the Trust’s current litigation with the Internal Revenue Service (“IRS”) seeking refunds relating to the IRS acceleration of the recognition of income into 1995 discussed below. If the Trust prevails in the litigation with the IRS on this matter, the Trust will receive approximately $6.8 million, in accordance with the tax refund allocations set forth in the GSA. If the IRS prevails in this litigation, the Trust should receive approximately $2.0 to $2.4 million."
Ahmanson, unlike other subsidiaries -- was under the WMI umbrella -- not under WMB. Therefore the Trust expects monies still outstanding, from that operation's tax case, to flow to the WMILT.
---------------------
Zitat from: mdavis9439 on January 31, 2015, 11:57:15 AM
The motion to settle the employee claims, which was filed in Judge Colliers court, could bring an end to this during 2015.
--------------------
Zitat ron_66271:
Note 10: Director and Officer Downstream Litigation On October 14, 2014, the Trust commenced two actions against certain directors and officers of WMI and WMB, as applicable, (the “D&O Defendants”): (i) one action in the King County Superior Court of the State of Washington (the “Washington D&O Litigation”) and (ii) an adversary proceeding in the Bankruptcy Court (the “D&O Adversary Proceeding” and, collectively, the “D&O Litigations”). In the Washington D&O Litigation, the Trust seeks at least $500 million in damages and costs and reasonable attorneys’ fees, asserting, among other things, that the D&O Defendants breached their fiduciary duties of loyalty, care and good faith to WMI
by implementing, approving or acquiescing in the transfer of $500 million from WMI to WMB on September 10, 2008 (the “September Downstream”) and that the September Downstream was a waste of WMI’s corporate assets. In the D&O Adversary Proceeding,the Trust seeks to, among other things, disallow the D&O Defendants’ proofs of claim against the Debtors’ estates in the above - captioned chapter 11 cases for indemnification, advancement, contribution, and/or reimbursement allegedly arising from their employment with WMI. The Trust
asserts that the indemnification sought does not extend to any of the D&O Defendants because they breached their fiduciary duties, which excuses any obligation to provide the D&O Defendants indemnification, advancement, contribution, and/or reimbursement and under WMIs organizational documents and under other applicable Washington law. Moreover, the Trust asserts that, to the extent such claims are allowed, the D&O Defendants’ proofs of claim should be subordinated under section 510(c) of the Bankruptcy Code to all other claims against the Debtors’ estates as a result of the Defendants’ inequitable conduct, as described in the D&O Litigations.
Court Docket: #9301
Document Name: Motion of the Official Committee of Unsecured Creditors to Alter or Amend the Court's Opinion and Order Regarding Subordination of the Claim of Tranquility Master Fund, Ltd.
Date Filed: 1/3/2012
http://www.kccllc.net/wamu/document/0812229120103000000000017
“Here, although the Trusts were “issuing entities,” they were not the “issuers” of the securities as a matter of law. The “issuers” were the depositors, WaMu Asset Acceptance Corp. (“WAAC”) and Washington Mutual Mortgage Securities Corp. (“WMMSC”), both wholly-owned subsidiaries of Washington Mutual Bank (“WMB”). Accordingly, the “issuers” of the securities were indeed affiliates of the Debtors. The correction of this error of law will lead to the proper subordination of Tranquility’s claim.”
RELIEF REQUESTED
9.
The Committee seeks to alter or amend that portion of the Court’s Opinion and Order in which the Court ruled that the Debtors have not stated a basis for subordination of the Claim. The Committee requests entry of an order finding that WAAC and WMMSC were the issuers of the Certificates, and that because WAAC and WMMSC were affiliates of the Debtors under section 101(2)(B) of the Bankruptcy Code, section 510(b) applies to subordinate the Claim.
++++++++++++++++++++++++++++++++++++++++++++++++++
http://www.americanbar.org/content/dam/aba/...murray.authcheckdam.pdf
And From;
http://www.kccllc.net/wamu/document/0812229150130000000000001
"Moreover, the Trust asserts that, to the extent such claims are allowed, the D&O Defendants’ proofs of claim should be subordinated under section 510(c) of the Bankruptcy Code to all other claims against the Debtors’ estates as a result of the Defendants’ inequitable conduct, as described in the D&O Litigations."
So the 510(c) D&O Defendants could become subordinate to the 'Over-funded' claims in 510(b).
Think about that....
The Employee claims could become subordinate to T-5/6.
Let's have that hearing.
And;
http://www.wmitrust.com/wmitrust/document/list/2897
There is no D&O-510(c) language in the previous September 30, 2014 Quarterly Summary Report
http://www.wmitrust.com/wmitrust/document/8817600141029000000000001
---------------------
Zitat azcowboy:
Ron,
Wow, ... Absolutely impressive DD ... So the language has now been changed from the Trusts' ... third quarterly report to the now recently filed Trusts fourth quarter report ... ( 2014 ) ... great find' ... "inequitable conduct" ... and a possible subordination utilizing 510(c) ? ... (looks like things could be heatin' up) ... all that we need is a ruling' ...
pushing these D&O defendants to the end of the line would be excellent ...
just sayin'
---------------------
Zitat watsonmm:
When is that hearing?
--------------------
Zitat ron_66271:
That is the right question to ask.
Does anyone have a Court schedule? When is the next Hearing?
This Doc's notes are a great read.
Re-post for your convenience. Read the Notes.
http://www.kccllc.net/wamu/document/0812229150130000000000001
510(c) yields to 510(b)
And, Yes WMILT and WMIH are connected. Just read the 'Notes'.
5AT-HLCE (Fifth Amendment Taking)
--------------------------------------------------
Zitatende
MfG.L:)
--------------------
https://www.boardpost.net/forum/index.php?topic=6871.msg90633#msg90633
Zitat dixdeau:
Section 510(c) of the Bankruptcy Code1
permits the bankruptcy court to
subordinate, on equitable grounds, all or part of a lender’s allowed claim or interest, to
transfer any lien securing a subordinated claim to the bankruptcy estate, or to disallow the
claim entirely in the appropriate circumstances, even if no preferential transfer (under §
547 of the Bankruptcy Code) or fraudulent conveyance (under § 548 of the Bankruptcy
Code) has occurred.
Footnote;
4 See In re 80 Nassau Associates, supra note 2, 169 B.R. at 837; Benjamin v. Diamond (In re Mobile Steel
Co.), 563 F.2d 692, 700 (5th Cir. 1977). However, if the conduct of the creditor is so egregious that it
affects the validity of the claim under applicable principles of law, the debtor can ask the court to disallow
it in full as part of the claims avoidance process. See In re Mobile Steel Co., supra, 563 F. 2d at 699 n. 10;
In re 80 Nassau Associates, supra note 2, 169 B.R. at 837 n. 4; In re Werth, 37 B.R. 979, 991
If the claim was disallowed in full CAPPING would not be a consideration.
Time line:
On December 16, 2014, the Trust filed a motion with the Bankruptcy Court, requesting a stay on all proceedings in
the D&O Adversary Proceeding until the earlier of (i) a final resolution with respect to the D&O Approval Motion
and (ii) February 28, 2015. The Bankruptcy Court approved the stay motion on January 7, 2015. On January 21,
2015, the Trust filed with the King County Superior Court of the State of Washington a similar motion to stay all
proceedings with respect to the Washington D&O Litigation for an initial period of six (6) months, in order to allow
for a resolution with respect to the D&O Approval Motion. The Washington court has scheduled a hearing on the
stay motion for January 30, 2015.*
* Awaiting publication of ruling.
---------------------
Zitat azcowboy:
Correct, ... a working understanding of applied, Rule 510 and its subsets would be necessary to grasp the true meaning of the importance, of the Trusts adjustment of this wording within the 4th quarterly statement ...
... A few of us had a conversation here, regarding Rule 510 and its subsets quite awhile ago' ...
just sayin'
---------------------
Zitat doo_dilettante:
Question: What would happen to Bonderman who sat on the board of directors during the 2008 September Downstream? What would happen to his interests if he is proven to be guilty for misconduct?!
--------------------
Zitat azcowboy:
"Beyond" ... NOT' knowing what you would accuse him of' ... other than being quite smart' ... (while WMI hires GS to help itself secure a buyer, during 2008 ~ Bonderman and TPG are committing to an investment or cash infusion' into WMI ? ... ~ ) ... ( sort of a smart way to gain a sizable and convertible position, while everyone feels sorry for him & and his friends ? ) ... remember the amendment filed ? ... pretty slick if you ask me'
besides' ... the "six year filing rule" protects all of them from back in those days
just sayin'
--------------------
Zitat doo_dilettante:
You've got a point. He appears like a white knight! If his plan pans out he certainly will get more business from his Chinese customers.
Which amendment are you talking about - fill me in?
This one?!
On September 17, 2008, TPG Advisors VI, Inc., TPG Olympic Advisors, Inc., David Bonderman and James G. Coulter filed an Amendment No. 1 (the “TPG Schedule 13D Amendment”) to the Schedule 13D they originally filed with the Securities and Exchange Commission (the “SEC”) on July 3, 2008 with respect to their beneficial ownership of the common stock of Washington Mutual, Inc. (the “Company”). The TPG Schedule 13D Amendment reported that TPG Partners VI, L.P., a Delaware limited partnership, and Olympic Investment Partners, L.P., a Delaware limited partnership (collectively, the “TPG Funds”) have advised the Company that they have waived their rights to the price reset payments provided for under Section 4.11 of the Investment Agreement dated as of April 7, 2008 by and among the Company and the TPG Funds (the “Investment Agreement”) and Section 13(A) of the Warrant issued pursuant to the Investment Agreement.
--------------------
Zitat azcowboy:
YES'
That's the one' ... YOWWWZZZA' you are fast'
AZ
"have advised the Company that they have waived their rights to the price reset payments provided for under Section 4.11 of the Investment Agreement dated as of April 7, 2008"
--------------------
Zitat doo_dilettante:
Would be nice if this becomes a snakepit for the participants...
Hahaha, Bonderman saw the writing on the wall! Always good to be well connected with Hank, George W. etc. And now we know who is behind the naked shorting....
He knew exactly what was going on:
4.11 Reset.
(a) If, from the date hereof until the date that is eighteen months after the Closing Date:
(1) the Company issues or sells, or agrees to issue or sell, more than $500 million of Common Stock (or other securities that are convertible into or exchangeable or exercisable for, or are otherwise linked to, Common Stock) at a purchase (or reference, implied, conversion, exchange or comparable) price (the "New Issuance Price") per share less than the Reference Purchase Price (a "Reset Issuance"), or
(2) there occurs any Fundamental Change in which the Underlying Security Price (together with the New Issuance Price, the "Reset Price") is less than the Reference Purchase Price (a "Triggering Fundamental Change" and, together with a Reset Issuance, a "Reset Event").
then, on the earlier of (A) the second business day after the closing of any Reset Issuance and (B) the date of the occurrence of a Triggering Fundamental Change (or, if later, on the Closing Date, or, if later, on the second business day following the later of (x) the average price calculation specified below in this Section 4.11 and (y) the shareholder approval specified below in this Section 4.11, if and as applicable), the Company shall make a payment to each Investor (the "Reset Payment"), equal to the product of (i) an amount equal to the (z) Reference Purchase Price minus the Reset Price, divided by (y) the Reference Purchase Price multiplied by (ii) the aggregate amount paid by such Investor pursuant to Article I (including, (1) if any Warrant has been exercised by such Investor prior to such date, the aggregate exercise price paid by such Investor for the Warrant shares and (2) if any Warrant has been exchanged for convertible preferred stock by such Investor prior to such date, the value of Warrant as calculated pursuant to the terms of the Warrant), grossed up as required to compensate each Investor for any diminution in value in the Securities resulting from such Reset Payment; provided that the Company may, at its option and as an alternative to making all or any portion of such Reset Payment, instead pay the Reset Payment due each Investor by delivering to such Investor shares of Common Stock valued at the lower of the Market Price of a share of Common Stock as of (x) the last trading day prior to the date on which this payment occurs or (y) the first date of the announcement of the Reset Issuance or the Preliminary Fundamental Change that resulted in a Triggering Fundamental Change, but solely to the extent that any such issuance of shares of Common Stock would not result in (A) such Investor owning or being deemed for applicable regulatory purposes to own 25% or more of the voting securities of the Company (or the surviving corporation resulting from such Triggering Change of Control), (B) unless the OTS shall have issued a written acceptance of a rebuttal of control submission by such Investor pursuant to 12 C.F.R. �574.4(e), such Investor owning or being deemed for applicable regulatory purposes to own 10% or more of the total number of voting securities of the Company Common Stock then outstanding (or the surviving corporation resulting from such Triggering Change of Control) or (C) the Company failing to comply with applicable New York Stock Exchange requirements or the requirement of any other Governmental Entity (provided that, in the case of this clause (C), the Company shall, at its election, have a reasonable period of time in which to seek any shareholder approval required to satisfy such requirements and the Company's payment obligation pursuant hereto shall be postponed until such time as such shareholder approval shall have been obtained or denied).
(b) For purposes of this Section 4.11:
(1) "Fundamental Change" has the meaning set forth in the Warrant Certificate.
(2) "Market Price" has the meaning set forth in the Warrant Certificate.
(3) "Preliminary Fundamental Change" has the meaning set forth in the Warrant Certificate.
(4) "Underlying Security Price" has the meaning set forth in Exhibit A to the Warrant Certificate.
(c) Any such Reset Payment shall be treated by the parties as an adjustment to the purchase price paid by the Investor for the shares of Common Stock, Convertible Preferred Stock and/or Warrants, as relevant.
--------------------
Zitat ron_66271 zu dixdeau:
WMI Liquidating Trust v. Casey et al., Case No. 14-50819
http://www.kccllc.net/wamu/document/list/3960
Court Docket: #0013
Document Name: Order Granting Motion for Stay of Adversary Proceeding [Docket Nos. 8 and 12]
Date Filed: 1/7/2015
http://www.kccllc.net/wamu/document/0812229150108000000000045
--------------------------------------------------
Zitatende
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=6882.msg90747#msg90747
Zitat Mr_Simpson:
The value of WMIH has remained constant or it can be argued, increased substantially as the NOLs are being discounted far in excess of any reasonable valuation based on future utilization, which, with the $600 million preferred stock issuance is now assured. With respect to the deal announced in December with KKR and Citi, it is fairly straightforward.
WMIH is giving up a significant amount of equity in exchange for $600 million in capital to assist in pursuing an acquisition. Dilution is substantial, with roughly 400 million additional shares slated to be issued once the acquisition is consummated. The dilution explains the lack in substantial upside upon announcement of the deal. Otherwise, this deal is significant in the short history of the company despite the relatively muted reaction, thus far.
We cannot expect that this will be the final phase of funding for the company. Given the equity related funding that has taken place thus far, we can expect equally impressive amounts of debt to be issued in order to fund an acquisition that will almost assuredly exceed $2 billion in the
coming months, carried via substantial cash flows that are further bolstered due to the tax efficient nature of the combined entity.
The inordinately long wait we have experienced in order to discover our future as a revenue producing entity is by no means a wasted effort. It is essentially a beacon in the vast sea of misinformation that exists surrounding this name. There is very obviously a substantial effort at hand to put together a financial company of magnitude right from the onset. There is no other way to explain both this long of a wait and this level of involvement from tier 1 financial organizations, further substantiated by the recent capital raise.
Beyond the headlines that came with the $600 million preferred offering, once you delve into the accompanying 8-K there is one piece of information that perhaps gives a glimpse into the future better than any other:
“William C. Gallagher and Thomas L. Fairfield will join the Board. Messrs. Gallagher and Fairfield have been hired as consultants who are primarily responsible for deal sourcing and analysis, and are anticipated to also be appointed to serve as executive officers of the Company.”
William Gallagher is the former CEO of Capmark who guided the company through bankruptcy liquidation involving distressed mortgage pools from 2009 through November of 2014.
This from a Capmark bankruptcy filing dated November 2010:
102. William Gallagher, the Debtors’ Chief Risk Officer and a member of the Debtors’ Executive Committee, is the senior executive responsible for managing and monetizing the assets of the Pledged Pool. 9 See Hr’g Tr. 623:7–14, 627:6–9 (Gallagher).
Mr. Gallagher joined the Debtors in March 2009 after working for approximately twenty years at Greenwich Capital/Royal Bank of Scotland (“RBS”), where he served as Chief Credit Officer. See Hr’g Tr. 617:17–18; 618:9–13; 619:12–15 (Gallagher). In his role at Greenwich Capital, Mr. Gallagher managed similar (albeit less distressed) pools of commercial mortgage loans, ranging from several billions of dollars to $10 billion.
See Hr’g Tr. 619:16–622:3 (Gallagher).103. Mr. Gallagher oversees a staff of nineteen asset managers whose sole responsibility is reviewing and monetizing the Pledged Pool. See Hr’g Tr. 627:15– 628:16 (Gallagher). The Debtors’ asset managers review each asset on a discrete basis, and based on such review, employ a variety of strategies to maximize value from the assets in the Pledged Pool. See Hr’g Tr. 624:10–630:9; 655:13–657:8 (Gallagher). The strategies include (i) restructuring loans with borrowers or sponsors, (ii) achieving full payment or partial payment of the loans, (iii) achieving discounted payoffs at a premium to the underlying real estate collateral, (iv) foreclosing on the collateral, (v) selling the foreclosed assets, and (vi) engaging in short sales. See Hr’g Tr. 623:7– 626:9, 629:18–630:9, 665:17–668:15 (Gallagher).
Gallagher is more than likely the future CEO of WMIH in whatever form it takes. He has a combined 25 years experience squarely focused on liquidating/capitalizing distressed mortgage pools. There is no reason for a judicious individual to believe that he was brought onto the WMIH board and eventually the CEO position because that duty will suddenly transmute itself into something incongruous with his experience.
The future of WMIH is in mortgages. Most likely of the distressed variety. This is the first time a claim can be made on the future business with reasonable confidence. This is a significant piece of news from the recent filing on par with the actual $600 million being used to fund an acquisition.
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Zitatende
MfG.L:)
WMIH in position to leverage its resources?
https://www.boardpost.net/forum/index.php?topic=6879.msg90696#msg90696
Zitat kinged:
From press release: Tagar Olson, Member and Head of KKR's Financial Services team, stated, "We are pleased to participate in the offering and invest additional capital in WMI Holdings, as we continue to see opportunities for the Company to grow and diversify its platform. Having partnered with the Company for over a year, we believe that WMI Holdings is well positioned as an acquirer and we believe it is capable of leveraging its resources to drive value as it executes on its acquisition strategy."
OK. What resources is he talking about? WMIH is going to use these resources and use it for leveraging?
Added from release: WMI Holdings, formerly Washington Mutual, Inc., consists primarily of WM Mortgage Reinsurance Company, Inc. ("WMMRC"), a wholly owned subsidiary of the Company that is domiciled in Hawaii. The Company's primary business is a legacy reinsurance business that is currently operated in runoff mode by WMMRC.
Not much there as far as a platform for growth. Interesting.
Let's take this in another direction. I give WMIH $600mm in capital to go buy a company. Am I, and my other investors, now the resource? WMIH only has a company in runoff mode. What is the platform described in the release? Now that WMIH has $600mm (less fees), what can they possibly do with that money? How can they leverage that money to make a purchase without risking NOL usage which is the primary value that WMIH brings? The NOLs are the primary value that WMIH brings, right?
If WMIH can acquire a company for about $600mm in cash and keep its NOLs intact, they can only purchase a company that has net profits of maybe $60mm per year (purchasing a company with a 10 PE for basic math not considering assets/liabilities of this company.) Even if this company was paying 30% in taxes, the NOLs could only be used at a clip of about $18mm per year. Hardly worth sneezing at, right?
What does KKR and other investors see that could create the kind of return demanded for this type of risky investment? What exactly is that platform that WMIH is holding that is so valuable? Huh? In what form is the leverage that is going to be used to grow the company at a clip that provides a reasonable return for these investors (taking an equity stake in the company)? Is it organic growth that provides a road to more profitability or is it acquisition growth that provides the profitability to use those NOLs?
I have not been able to find any reasonable answers to these questions that could merit the type of investment that WMIH is taking on here? If you said that WMIH has a banking charter or something of "real" value, then I could possibly understand the underlying motivation to be involved with WMIH. If all that is there is a shell with no leadership and a company in run-off mode with some cash and no debt, why not just start my own company with $600mm and create a model whereby the company grows by acquisition in some line of business and then grabs a company with some NOLs to shelter taxes.
Where am I going with all of this? Is there something deeper to WMIH that is not sitting there in the financial statements or is there a way for WMIH to leverage itself to generate an acquisition of dramatically higher valuation that could actually make use of something closer to $6 billion in NOLs? Has to be one or the other. In other words, either you believe that WMIH is going to generate a company with much more value by creating a massive tax shelter through its acquisitions or you believe that WMIH is going to create a much larger company from its "unknown" platform and "leveraging" capabilities which is what KKR hinted at in the PR.
Let's just throw it out there. Is there any possible way that the FDIC-R is holding non-cash assets that could end up with the estate (WMI-LT) that could, in turn, end up with WMIH (in exchange for cash or value)? Is there any possible way that KKR and other investors anticipate that WMIH could end up with those non-cash assets that will provide a platform and leveraging capabilities for WMIH which led to their capital infusion?
Zitatende
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=6645.msg86042#msg86042
Zitat colorsvoid:
Sorry if this has already been posted.
http://www.forbes.com/sites/beltway/2011/06/22/...-shelia-bairs-fdic/
Quote from article;
"The facts are that in 2008 there was no law that could have permitted the orderly liquidation of the largest financial holding companies."
And;
"In 2008, we did not have the legal authority to put these large holding companies into our bank receivership process. Similarly, we had little authority to access information outside of the insured institutions. Since these were holding companies, and not banks, we had to rely on information from other regulators."
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Zitat dixdeau:
Individual Bank seizure protocols by the insurance company, FDIC and their administration arm FDIC-R, were firmly established.
What was not in place was the ability to pierce the corporate veil to allow assessment on the parent company thus relieving the insurance company of virtually all liability.
IMO (and for a different venue)- Relieving the FDIC of all risk should call into question the protection against substantial loss which is the basis of their overwhelming enforcement capabilities.
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Zitatende
MfG.L:)
Zitat Nightdaytrader9:
Kinged,
It's definitely possible. However, after all the corruption we have seen over the last 6 years, is it probable that the FDIC is going to admit they seized assets they shouldn't have, and actually return them? If probable, then what's the probability? I think probability is low (I have been naive and didn't realize how corrupt our govt is).
So yes, possible, but low probability.
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Zitat deekshant:
If I look at the fact that nothing has been done for the last three years, then, it stands to reason that there exists a possibility. Possible explanation for 3 years could also be an issue with the fact that P&A was open. Another possible reason could be 3 year requirement period for diversification/ownership change issue.
Where I have my doubts is in the fact that first it requires FDIC to reconcile its accounts and state at the very least that there are at least some non-wmb assets that exists in its possession. This doesn't necessarily mean that FDIC reconciliation process/termination is done and over with. But ideally, one would expect them to make one final statement and move on.
Second, if it happens then one needs to look at the subsequent issue of transferring non-wmb asset over to LT as against a value. The consequences are very dire for FDIC. I mean first they destroy everything to the extent that WMI only gets to exist as a shell for Liquidation/Litigation (LT) purposes and now FDIC gets to simply turn back and state that it was an act of omission. It would have been a different issue if LT existed as an ongoing business.
In principle, no agreement needs to be sort after for this with FDIC but, what it does require LT to have is a management team who could oversee the sale/transfer of an asset to WMIH which will be merit based and requires business justification from LT perspective only. Even when WMIH holds partial interest of former equity holders, one must realize that these are two distinct entities where for LT purposes, WMIH is no different then any other organization. LT's only benefit/purpose resides in getting the most value from an asset that it now has in its possession. Which means, its' interest could be well served by Blackstone (just as an example) in standalone mode if its an immediate transaction, as against going through the process with WMIH.
Lets assume that WMIH gets the business from LT for sale of an asset. We know that this was in writing from day one, then, why did AAOC not generate this amount on its own. Why would one let an outsider KKR benefit from this when partial interest of AAOC is well met on its own for its own usage/benefit
Ignore, all of the above and ask yourself, "are we there yet?". Do we really see all this unfolding within say coming 5 months. If this were to happen immediately then wouldn't our immediate need be to dispose of the asset to pay off Piers.... On the contrary, WMIH imo will need a lot more funds then what it currently holds to fulfill the requirements of LT
I am still positive on the reinsurance business as it is something that exists though in run off mode
My two cents
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Zitat ron_66271 zu User deekshant seinem Post:
From the beginning of the reorganization WMIH as been generating liquidity for the WMILT, the "Trust" though assets held at WMIH for WMILT, the "Trust" like the Runoff Notes.
The same model can be used for other assets that need to be liquidated for WMILT, the "Trust" through WMIH. KKR would love too joint this game of leverage.
Yes, WMIH and WMILT are separate, but intertwined as shown in Notes 7 & 8, and more.
http://www.kccllc.net/wamu/document/0812229150130000000000001
*********************************
Note 7: Run off Notes
Pursuant to the Plan, Reorganized WMI issued Runoff Notes in the aggregate original principal amount of $130,000,000.00, maturing on the eighteenth (18th) anniversary of the Effective Date, bearing interest at a rate of thirteen percent (13%) per annum (payable in cash to the extent of available runoff proceeds or in kind through the capitalization of accrued interest at the rate of thirteen percent (13%) per annum to the extent runoff proceeds are unavailable). The repayment of the Runoff Notes is limited to certain proceeds from WM Mortgage Reinsurance Company Inc.,(“WMMRC”) which is a wholly-owned subsidiary of Reorganized WMI.
On December 1, 2014, Reorganized WMI paid interest on the First Lien Runoff Notes. In addition, Reorganized WMI elected to make a payment-in-kind interest payment on the Second Lien Runoff Notes. As of December 31, 2014, The Trust owned $212,000 of Runoff Notes (including paid-in-kind interest and interest receivable) at face amount for the benefit of all LTI holders. In addition, the Trust (through the DCR) holds $466,000 of Runoff Notes (including paid-in-kind interest and interest receivable) on behalf of disputed claim holders.
Note 8: Disputed Equity Escrow
************************************
Please reread all of the Notes, and rethink about wording regarding other assets coming back to the "Estate", [WMILT/WMIH].
Example;
Note 2: Liquidation Basis Accounting
...
Instead of a balance sheet and income statement, the Trust provides a Statement of Net Assets in Liquidation and Statement of Changes in Net Assets in Liquidation. The Statement of Net Assets should report assets and liabilities at the amount of cash expected to be received or paid in liquidation. Such a report is inherently uncertain, as it is based on estimates and assumptions. The cash amounts actually received and paid could be materially different than the reported balances.
5AT-HLCE
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Zitat Scott Fox zu User Nightdaytrader9:
Night, scooping up all assets is within the power of the FDIC. The items not involved with the BK must be on the return list. We didn't release them from litigation or liability. There was good reason for that.
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Zitatende
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=6887.msg90789#msg90789
Zitat ron_66271:
D&O Claimants
Worthy of a separate thread. With a Doc this BIG what else can we do. Personalty, I suggest downloading the file to disc after loading from the browser, rather than trying to load the Doc from the KCC site to catch-up on the conversation. Once load from the browser, download to disc is easy.
Doc is not very 'cut and paste' friendly.
Court Docket: #11966
Document Name: Counter-Statement of Issues and Counter-Designation of Record on Appeal [Docket No. 11955]
Date Filed: 2/3/2015
Related Documents [1] 11955
http://www.kccllc.net/wamu/document/0812229150203000000000002
"Very Very Big File".
Court Docket: #11955
Document Name: Appellants’ Designation of Items to be Included in Record and Statement of Issues to be Presented on Appeal [Docket No. 11943]
Date Filed: 1/20/2015
Related Documents [1] 11966
http://www.kccllc.net/wamu/document/0812229150120000000000001
Most of all, note who is 'named' and who is not named.
http://en.wikipedia.org/wiki/Mole_(animal)
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Zitat dixdeau:
Background;
Deep-http://www.uscourts.gov/uscourts/rules/bankruptcy-procedure.pdf
Federal Appeals Process- http://www.uscourts.gov/FederalCourts/...sWork/TheAppealsProcess.aspx
3rd Circuit overview-http://www.ca3.uscourts.gov/brief-overview-appeals-process
I'm thinking that a doc dump will push this past the end of February if the appellants don't cave in the face of extended billing hours.
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Zitatende
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=6890.msg90869#msg90869
Zitat doo_dilettante:
Whether it is JPMorgan or FDIC coughing up the money...
http://finance.yahoo.com/news/...bear-stearns-mortgage-003112470.html
I am afraid though that FDIC will have to pay....
https://www.fdic.gov/news/news/press/2008/pr08085c.html
Continuation of Contracts Transferred From Washington Mutual Bank
On September 25, 2008, Washington Mutual Bank was closed by the Office of Thrift Supervision and the Federal Deposit Insurance Corporation was named receiver. Upon the closure, JPMorgan Chase acquired the assets and most of the liabilities of Washington Mutual Bank from the FDIC as Receiver for Washington Mutual Bank. Included in the liabilities acquired by JPMorgan Chase are Washington Mutual Bank’s covered bonds, other secured debt and securities issued by the Washington Mutual Master Trust and Washington Mutual Master Note Trust. By operation of law, parties to agreements by Washington Mutual Bank may not exercise any contractual or other rights to trigger termination, acceleration, default, or other actions based upon the insolvency, the appointment of the FDIC as receiver, or the transfer of such agreements to JPMorgan Chase. The Federal Deposit Insurance Act, 12 U.S.C. §§ 1821(d) and (e)(13), prohibits the exercise of such contractual or other rights in order to promote an orderly resolution of insured depository institutions.
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Zitat distrojunky:
Sorry, I don't see it. Can you be more specific? If that posting from 2008 means FDIC has to pay it, why is there all these filings? I think the claims are disputing what you are saying.
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Zitat doo_dilettante:
Distro, please read this sentence:
"Upon the closure, JPMorgan Chase acquired the assets and most of the liabilities of Washington Mutual Bank from the FDIC as Receiver for Washington Mutual Bank. Included in the liabilities acquired by JPMorgan Chase are Washington Mutual Bank’s covered bonds, other secured debt and securities issued by the Washington Mutual Master Trust and Washington Mutual Master Note Trust."
All other MBS held in the various corporations are still under FDICs control until all open issues (litigation, indemnification etc.) are resolved.
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Zitat jaysenese:
No, that 2008 wording is deceiving. They are still arguing about that:
For example, read this from 2013:
http://legaltimes.typepad.com/blt/2013/12/...-mutual-liabilities.html
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Zitat doo_dilettante:
Quite right! That's why there are now sitting at the table dividing what is theirs (JPM) and what may become ours (FDIC). And this will include all earnings over the last 6 years (interest income, servicing income etc.) versus write-offs, litigation losses, liquidation losses etc.
And one has to read the available information filed with the SEC to understand what was really taken over and what wasn't and is therefore open.
Once JPM and FDIC have come to an agreement - Judge Collyer can make a decision!
Let's see!
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Zitatende
MfG.L:)
--------------------
Zitat
https://www.fdic.gov/bank/individual/failed/wamu_jpmc_notices.html
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=6888.msg90830#msg90830
Zitat azcowboy:
Due the fact that I believe, "R" will soon' be in a position to begin to return any WMI's existing unliquidated assets to the original debtors estate, or the known Liquidating Trust' ... and ... since I believe KKR, Citi, Blackstone, & others are at the ready' to help the Liquidating Trust in the conversion of these ~ Unliquidated Returning Assets ~ to a, Trust Distributable' ... cash asset' ... I went back and reviewed the Page 1' quarterly report disclosures and found these "Sale of Debtors Assets:" entrys quite interesting ...
(the fourth entry down ~ "All receipts received by WMI Liquidating Trust ("Trust") on behalf of Debtors:" )
just sayin'
AZ
Docket # 10106 Filed 04/30/2012
Sale of Debtors Assets = $869,490,252.00
Docket # 10466 Filed 07/30/2012
Sale of Debtors Assets = $587,439.00
Docket # 10814 Filed 10/31/2012
Sale of Debtors Assets = $51,193.00
Docket # 11007 Filed 01/30/2013
Sale of Debtors Assets = $0.00
Docket # 11228 Filed 04/30/2013
Sale of Debtors Assets = $289,517.00
Docket # 11334 Filed 07/30/2013
Sale of Debtors Assets = $2,701,473.00
Docket # 11421 Filed 10/30/2013
Sale of Debtors Assets = $150,000.00
Docket # 11584 Filed 01/30/2014
Sale of Debtors Assets = $0.00
Docket # 11794 Filed 04/30/2014
Sale of Debtors Assets = $0.00
Docket # 11854 Filed 07/30/2014
Sale of Debtors Assets = $0.00
Docket # 11902 Filed 10/29/2014
Sale of Debtors Assets = $0.00
Docket # 11963 Filed 01/30/2015
Sale of Debtors Assets = $0.00
--------------------------------------------------
Zitatende
MfG.L:)
Zitat Scott Fox:
I see that the sales were in 2012 and '13. Nothing since? When did KKR show up??? Interesting.
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Zitat azcowboy:
... What I am concluding, is the mechanism necessary for the (Trust) to receive and liquidate assets, has been in place the entire time ~ and disclosed clearly on Page 1' of each of the Trusts (Filed') Quarterly Reports' ...
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Zitat Scott Fox:
Understood and I see what you are sayin' . It just seems odd that no sales have been posted after that time frame. Maybe I'm sniffing the wrong hydrant
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Zitat ron_66271:
Note 1
Creditors who held unpaid claims as of the Effective Date and who were projected to receive recoveries under the Plan as of such date, have received or will receive LTIs for their unpaid Allowed Claims entitling them to future distributions from or by the Trust in accordance with the subordination provisions of the Plan. If distributions from the Trust become available to creditors and Equity Interest holders who have not received LTIs, additional LTIs will be issued to effectuate future distributions.
In addition, the Liquidating Trustee administers the Disputed Claims Reserve (“DCR”). Holders of claims who have not been allowed did not receive cash or LTIs as part of the Initial Distribution, and such assets were transferred to the DCR pending resolution of claims. Since the Effective Date, the DCR balances have changed due to the disallowance or allowance of disputed claims as well as payment on behalf of LTIs held by the DCR.
The Trust, as a liquidating trust, is intended to qualify as a grantor trust for U.S. federal and state income tax purposes. A grantor trust is generally not treated as a separate taxpaying entity (i.e., it is treated as a pass-thru entity); as such, we do not anticipate that the Trust will be subject to U.S. federal or state income taxation. See Note 4.
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Zitat azcowboy:
just sayin'
( is everyone picking up on this ? ... "A grantor trust is generally not treated as a separate taxpaying entity (i.e., it is treated as a pass-thru entity); as such, we do not anticipate that the Trust will be subject to U.S. federal or state income taxation" ) ( sure looks like a possible utilization of a "capital loss" ? HMMM maybe ? ) ~ ( I'm getting hungry for a salad' )
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Zitat dixdeau zu Scott Fox:
https://www.kccllc.net/wamu/document/0812229120430000000000008
https://www.kccllc.net/wamu/document/0812229120730000000000004
Weren't these section 1123 sales by WMILT?
"Section 363 of the Bankruptcy Code governs all chapter 11 asset sales, except for sales proposed as part of a reorganization or liquidating "plan." Such plans are governed by section 1123. A Section 363 sale is made by motion on relatively short, twenty-day notice to creditors. By contrast, a sale pursuant to a plan involves a prolonged notice period and a two-step approval process, first of a disclosure statement (similar to a prospectus) and then the plan itself. Confirmation (approval) of a plan is further subject to creditor voting rights. Because Section 363 is quicker, it is the preferred vehicle of DIPs, committees and prospective purchasers. However, a number of courts have held that a sale of all or substantially all assets of the DIP can only be accomplished through the plan confirmation process, unless there is a sound business reason for proceeding under Section 363. A small minority has held that such a sale cannot be approved at all outside the plan confirmation process."
http://www.wileyrein.com/publications.cfm?sp=articles&id=491
If they are 1123 sales then isn't it probable that WMILT ran out of hard assets?
This does underscore that WMILT has the ability to sell assets on its own. However if an asset pool of many magnitudes higher is being contemplated then taking on partners with wider interests would be prudent.
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Zitat doo_dilettante:
Very interesting!
And then you read about the annual/quarterly report of non-consolidated assets in JPM's VARIED INTEREST ENTITIES (VIE)....
And then you read that all the WAMU pass thru certificates are now being concentrated in 1) Wamu Asset Acceptance Corp., 2) Washington Mutual Mortgage Securities Corp and 3) Long Beach Securities Corp.....1&2 Prime and ARMs 3 Subprime
And then you read that these corporations are being managed by lawyers out of a former Wamu branch in Tampa....
....things that make you go hmmmm
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Zitat Scott Fox:
"JPMC has become aware, through third-party repurchase demands and its
own course of business, of purported material breaches of representations and warranties
on certain loans originated by Long Beach Mortgage Company ("Long Beach") and
WMB. It is our understanding that Long Beach was merged into WMB prior to the
Agreement, and thus Long Beach's repurchase obligations wexe, as of the date of tha
Agreement, WMB's liabilities. As you know, TPMC believes that WMB repurchase
liabilities not reflected on WMB's books and records as of WMB's closure were not
transferred to JPMC under the Agreement but instead remain with the FDIC Receiver.
Accordingly, enclosed for your convenience is a list of the 391oans (Exhibit A) for which
the FDIC Receiver, on behalf of WNIB, is subject to potential repurchase liability."....................Has the FDIC 'R' been holding all of the non-transfers all along? Seems that way to me from this on the FDIC site.
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Zitatende
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=6884.msg90751#msg90751
Zitat Mr_Simpson:
Errico finally jumped into WMIH
http://whalewisdom.com/stock/wmih
Today the purchase of approx. 3,9 mio WMIH shares in quarter 4 ´14 was posted. If somebody remember Stephen Errico of LWC gave a statement last year at the Harbor Investment Conference regarding the KKR & WMIH Deal, which was published by The Street.
Quote:
"... Errico said at the Harbor Investment Conference in midtown Manhattan on Wednesday that Locust Wood is investing in WMI Holdings, the publicly traded shell of Washington Mutual, because he believes KKR's recent million investment in the company signals the PE firm may use it for its next billion dollar deal. ...
Errico of Locust Wood believes KKR made the investment so it can push forward acquisitions that utilize WMI Holdings NOLs. He now characterizes WMI Holdings as a "KKR special purpose acquisition vehicle. ..."
http://www.thestreet.com/story/12359970/1/...ngton-mutuals-shell.html
In ´some circumstances´ their buying at the end of the year should be another sign for WMIH´s first acquisition in the coming weeks.
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Zitat drkazmd65:
Nice find Mr_Simpson.
Them acquiring that many open market shares could definitely explain some of the occasional volume this last Fall.
Any time somebody 'Hedgie' makes a decent-sized bet like that - they don't expect to 'just gain' a couple of incremental percent on the deal.
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Zitatende
MfG.L:)
Zitat dixdeau:
This one is going to be hard to get past a critical eye.
https://www.fdic.gov/bank/individual/failed/...0No95-39C_Redacted.pdf
Per GSA JPMC accepted the litigation in whole indicating JPMC was well aware of the liabilities,IMO.
"(b) Anchor Litigation. On and effective as of the Effective
Date, and pursuant to the 363 Sale and Settlement, (i) the WMI Entities, the FDIC
Receiver and FDIC Corporate shall be deemed to have sold, transferred and assigned, as
of September 26, 2008, to JPMC any and all right, title and interest such Parties may
have in the Anchor Litigation, free and clear of the liens, Claims, interests and
encumbrances of any Person, including, without limitation, any liens, Claims, interests
and encumbrances of holders of Litigation Tracking Warrants as set forth in the 2003
Amended and Restated Warrant Agreement, dated as of March 11, 2003, between WMI
and Mellon Investor Services LLC, other than the liens, Claims, interests and
encumbrances, if any, of JPMC, (ii) the WMI Entities, the FDIC Receiver and FDIC
Corporate shall be deemed to have waived and released any and all rights and claims
associated with the claims, causes of action, damages, liabilities and recoveries associated
with the Anchor Litigation and (iii) the WMI Entities shall file such notices as may be
reasonably requested by JPMC evidencing this Agreement with respect to the Anchor
Litigation. "
Makes me wonder what other clumps of, ahem, spaghetti have been tossed at the proverbial wall.
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Zitatende
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=6882.msg90747#msg90747
Zitat Mr_Simpson vom February 03, 2015, 03:01:13 PM:
"...We cannot expect that this will be the final phase of funding for the company. Given the equity related funding that has taken place thus far, we can expect equally impressive amounts of debt to be issued in order to fund an acquisition that will almost assuredly exceed $2 billion..."
"...There is very obviously a substantial effort at hand to put together a financial company of magnitude right from the onset. There is no other way to explain both this long of a wait and this level of involvement from tier 1 financial organizations, further substantiated by the recent capital raise..."
"...“William C. Gallagher and Thomas L. Fairfield will join the Board. Messrs. Gallagher and Fairfield have been hired as consultants who are primarily responsible for deal sourcing and analysis, and are anticipated to also be appointed to serve as executive officers of the Company.”
William Gallagher is the former CEO of Capmark who guided the company through bankruptcy liquidation involving distressed mortgage pools from 2009 through November of 2014..."
"...Gallagher is more than likely the future CEO of WMIH in whatever form it takes..."
"...The future of WMIH is in mortgages. Most likely of the distressed variety. This is the first time a claim can be made on the future business with reasonable confidence..."
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Zitat patience360_han:
This thread seems got overlooked by people. It's none glamorous but makes good sense to me.
I used to think Wmih's acquisition strategy will be incremental, small steps at a time. I'm now leaning towards thinking the first acquisition could be large rather than small. It could surprise us all, pleasantly. Like the above post said:"There is very obviously a substantial effort at hand to put together a financial company of magnitude right from the onset. There is no other way to explain both this long of a wait and this level of involvement from tier 1 financial organizations, further substantiated by the recent capital raise."
Just a hunch.
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Zitat CharlienDude:
Thanks for bumping ... I hadn't seen this info. Think he made some excellent points about Gallagher's strong experience in the mortgage business and how it could be utilized for WMIH. JMO ... but I don't see the BOD (KKR/Citi) bringing him onboard at WMIH unless they had a plan that meshed with his background. Doesn't make sense to bring in a 3rd party in the M&A ''search'' process when we already have Blackstone and KKR. Most likely, Gallagher will be the 'hands on' WMIH executive to oversee the M&A process to ensure it transitions properly.
What company has that kind of mortgage pool business that WMIH/KKR might merge with?
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Zitat myh1668:
I used a financial company of $2Bil market cap to do my math of what the future price of WMIH should be and got $14 pps as a result. It all centered around our NOLs and the time we expect to utilize the NOLs since the NOLs will have to be used up within 17 somewhat years. Each merger costs money and also time so if we starts with littler company it doesn't make sense considering the time/value intensive nature of the hedge funds and after KKR had joined in. KKR top the lists of PE firms that had financed deals in the last few years. That means they are constantly looking for good deals regardless of the amount involved. KKR has the financial resource, to them time is more important. For the company to be $2Bil with $500Mil income it would still take 10yrs to use up the NOLs.
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Zitat CharlienDude:
Some Twitter posts from Ali Meskati. I had to do some research on him to figure out why he's interested in WMIH. I'm a fence straddler on the FDIC assets coming back to WMI LT or WMIH so take what I post below from that position. Interesting that he questions it and WMIH's bringing Gallagher onboard.
https://twitter.com/ameshkati
Ali Meshkati @AMeshkati
· Dec 30
Perhaps there are some distressed mortgages that could be coming back onto the books after being seized by FDIC six years ago?
0 replies 0 retweets 3 favorites
Ali Meshkati @AMeshkati
· Dec 30
Why does WMIH want a distressed mortgage guy that has adequately handled the monetizing of Capmark's pledged pool since 2009?
0 replies 0 retweets 3 favorites
Ali Meshkati @AMeshkati
· Dec 30
distressed assets...mostly mortgages...that's what he has been doing since 2009 with Capmark. And prior to that 20 yrs with Greenwich
Ali Meshkati @AMeshkati
· Dec 30
The reason why is what his duties consisted of as Capmark's CEO and prior to that at Greenwich. He's purely an expert at monetizing...
Ali Meshkati @AMeshkati
· Dec 30
the most telling piece of evidence presented was hiring of Gallagher as a present member of BOD to eventually play an exec role likely CEO
0 replies 0 retweets 2 favorites
Ali Meshkati @AMeshkati
· Dec 30
The most interesting aspect of the recent WMIH news wasn't the $600m capital injection with Citi now joining KKR as an investor. Rather...
0 replies 0 retweets 2 favorites
Ali Meshkati @AMeshkati
· Dec 30
WaMu's $600M Private Rebirth - WMI Holdings Corp (OTCMKTS:WMIH) | Seeking Alpha
http://seekingalpha.com/article/2785975-wamus-600m-private-rebirth
… via @salphatrending
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Zitat m_ar2000:
Looked at his twitter stream, realized this is Zenpenny,(searchable on this board) now known as Zenolytics. He's been investing in WMIH speculatively and writing about for some time. He sells his services.
I do like to read his POV.
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Zitat colorsvoid:
Gallagher is more than likely the future CEO of WMIH in whatever form it takes. He has a combined 25 years experience squarely focused on liquidating/capitalizing distressed mortgage pools. There is no reason for a judicious individual to believe that he was brought onto the WMIH board and eventually the CEO position because that duty will suddenly transmute itself into something incongruous with his experience.
The future of WMIH is in mortgages. Most likely of the distressed variety. This is the first time a claim can be made on the future business with reasonable confidence. This is a significant piece of news from the recent filing on par with the actual $600 million being used to fund an acquisition.
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Zitatende
MfG.L:)