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Dime Bancorp Inc (fka DIMEQ)

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Last Post: 10/12/2016 12:34:50 PM - Followers: 102 - Board type: Free - Posts Today: 0

The Basic Conversion Rate of the LTWs: 

The Amended 2003 Warrant Agreement that governs the LTWs is linked here:

Really, this case is best understood by reading one document:  the post-trial memorandum of the litigation tracking warrant class.

The debtor's arguments are here:

LTW class reply to debtor's brief:

From "The Grudge" -

LTW Warrant Agreement and "Shall Vs. May"

Here is the passage that is the subject of so much debate with respect to the LTWs:

"Section 4.4 Other Events - If any event occurs as to which the foregoing provisions of this Article IV are not strictly applicable or, if strictly applicable, would not, in the good faith judgment of the Board, fairly and adequately protect the purchase rights of the Holders of the Warrants in accordance with the essential intent and principles of such provisions, then the Board may make, without the consent of the Holders, such adjustments to the terms of this Article IV, in accordance with such essential intent and principles, as will be reasonably necessary, in the good faith opinion of such Board, to protect such purchase rights as aforesaid."

Much of the Debtor's argument hinges on the inclusion of the word "May". In my opinion, it is irrelevant whether it says "May","Shall" "Can" ,"Will" or any other similar word. I also believe that the contract itself renders the term irrelevant. Why? Because of the inclusion of the phrases "essential intent and principles" and "protect the purchase rights of the holders". If the "essential intent and principles" does not include protecting the rights of the LTW Holders to receive payment, either in stock, cash or other property, then what exactly would the essential intent and principles be? And further, if the term "May" is construed as permissive and the essential intent and principles are ignored or deemed irrelevant, could it not be argued that these LTWs were essentially valueless at issuance? No one would create valueless securities, at least, not in good faith. If "May" is construed as permissive and ignoring all of the myriad protective provisions of the document, the Company or the Board could have, at any point, caused a transfer of the litigation to a 3rdparty for valuable consideration received, without honoring its obligations to the LTW Holders. Clearly that would have been wrong if not fraudulent.

If anything is deemed to be "permissive", the inclusion of the word "May" should be construed as "permissive" only to the extent that it allows the Board to act "…without consent of the holders…" Because of the other numerous protective provisions included in the Warrant Agreement it strains credulity to think that the Board could have simply failed to act and that their inaction would be appropriate.

In defeating summary judgment, LTW Plaintiffs had to show, and did show, that the Warrant Agreement was not clear on its face and that one must look beyond the "Four Corners" of the document to divine the intent of the parties. Knowing that, and based on the evidence adduced by Plaintiffs at trial, Plaintiffs appear to have cleared the requisite hurdle to successfully prevail on "Contra Proferentum" (ambiguous contract terms should be construed against the drafting party).

In my opinion, citing to the protective "catch all" provisions of Section 4.4 of the Warrant Agreement is an argument that does not and will not fail even if the arguments under sections 4.2(b), 4.2(d) and 6.3 somehow fail in the eyes of the Court. Also in my opinion, having the board members as named defendants brings the D & O insurance into play whereby LTW Claimants have additional protection and avenues for recovery in the event that this case drags on beyond what is currently anticipated. The argument for breach of Section 4.4 should carry the day on its own but the LTW Plaintiffs' papers outline numerous other breaches that are also meritorious.



Some key bankruptcy documents:

Key LTW Documents
General Court Documents
Broadbill complaint for Declaratory Relief - 4/12/2010
Nantahala Objection to Proposed Disclosure Statement - 5/13/2010
BroadBill Objection to Proposed Disclosure Statement - 5/13/2010
Nantahala Objection to Disclosure Statement for Second POR - 5/28/2010
Nantahala Supplemental Objection to Disclosure Statement - 6/10/2010
Nantahala Response to Objection to Claims - 7/6/2010
Broadbill Response to Omnibus Objection
Objection to Plan Confirmation by LTW Class - 11/19/2010
Declaration of Charlotte Chaimberline in Support of POR - 11/29/2010
Emergency Motion to Strike Chamberline Declaration - 11/30/2010
Objection to Debtor's Motion to Estimate Maximum Amount for Certain Claims - 12/6/2010
Joinder of Sonterra to LTW Class Objection - 12/2/2010
Sonterra Capital Statement in Support of Confirmation Objection - 12/6/2010

Letter in support of creation of LTW committee filed by American National Bank - 7/5/2011
Re-notice for order to create official LTW committee - 7/6/2011

US Trustee opposition to LTW committee
reply in support of motion of plaintiffs to create officidal LTW commitee:  8/9/2011
response by class plaintiffs supporting creation of LTW committee:

Equity committee post-trial brief in opposition to revised POR 6

Adversary Proceedings Documents
Certification of class status - 9/6/2011
Wamu Memorandum of Law in Support of Motion to Dismiss - 5/17/2010
Broadbill Memorandum Opposing Motion to Dismiss - 6/6/2010
Nantahala Response to Motion to Dismiss - 6/8/2010
Nantahala Intervenor Complaint - 7/1/2010
Broadbill Objection to Consolidation - 7/15/2010
Nantalahala Objection to Consolidation - 7/15/2010
Motion to Intervene of Dime Warrant Holders - Party III - 7/28/2010
Plaintiff's Amended Class Complaint for Declaratory Relief - 9/3/2010
Answer of Wamu to Amended Complaint - 9/17/2010
Motion of Wamu for Summary Judgment - 10/29/2010
Memorandum of Law in Support of Motion for Summary Judgment - 10/29/2010
Plaintiff's Memorandum of Law in Opposition to Motion for Summary Judgment - 11/17/2010
Wamu Memorandum in further support of Motion for Summary Judgment - 11/22/2010
mediator's statement of completion - 6/6/2011
third amended response to class complaint - 6/22/2011
order denying WMI director's motion to dismiss complaint - 6/13/2011
third amended class complaint - 6/8/2011
plaintiff's memorandum of law in opposition to defendant's motion to dismiss class complaint: - 4/22/2011
opinion denying defendant's motion for summary judgment - 1/7/2011
Sonterra joinder to strike Shiffman declaration - 12/14/2010
Defendant's response to strick Shiffman declaration - 12/13/2010
emergency motion to strike Shiffman declaration and replace with final Golden State warrant agreement - 12/10/2010
Defendant's response to motion to strike Chamberlain declaration - 12/1/2010
Sonterra brief supporting motion to strike expert - 12/1/2010
emergency motion to strike Chaimberlain declaration

Trial Transcripts:

6/29/2011 hearing:
Transcripts of July, 2011 POR hearings:
Day 1, 7/13:
Day 2, 7/14:
Day 3, 7/15:
Day 4, 7/18:
Day 5, 7/19:
Day 6, 7/20:
Day 7, 7/21:

August 24, 2011 closing arguments for POR 6:

September 20, 2011 omnibus hearing (includes portions of LTW trial)

Other information:
WithCatz's impressions of 8/24/2011 hearing:

This board's material is neither advice to buy or sell any securities. The material here is not to encourage or discourage purchases or sales of DIMEQ or any other security whatsoever.

#8282   Amen remmy 10/12/16 12:34:50 PM
#8281   Judge Walrath should have made it clear to linda1 10/12/16 12:24:38 PM
#8280   Yes, it's 100% done. And we lost... remmy 10/12/16 12:06:32 PM
#8279   Looks like JMW ended it. Tradeinman 09/22/16 09:44:55 PM
#8278   And thats the end? Mike D1 09/22/16 11:45:47 AM
#8277   Since the Ohio Group of LTWs chose linda1 07/11/16 10:49:40 AM
#8276   Is this dead now? Or is there some nodnub 07/08/16 06:16:03 PM
#8275   Involved in two potential lawsuits now? BRWC is Merciernole 06/18/16 11:59:42 AM
#8274   I agree - I don't understand the " linda1 06/18/16 10:00:38 AM
#8273   yes, I think there is a lot they ItsMyOption 06/17/16 02:52:06 PM
#8272   I wonder if they could have filed a linda1 06/17/16 12:42:27 PM
#8271   The Ohio filing goldcanyon341 06/16/16 09:19:09 PM
#8270   Yes, this will add a lot more time. ItsMyOption 06/16/16 06:49:39 PM
#8269   I guess they determined that the Ohio Judge linda1 06/16/16 05:22:46 PM
#8268   I can not believe the Ohio group is ItsMyOption 06/16/16 03:33:58 PM
#8267   I expect they will. linda1 06/16/16 10:09:20 AM
#8266   I would hope the Ohio group counsel will ItsMyOption 06/16/16 09:47:26 AM
#8265   Plus if you keep your searches to under linda1 06/16/16 09:45:55 AM
#8264   Thanks for the update. linda1 06/16/16 09:42:28 AM
#8263   I agree. linda1 06/16/16 09:35:33 AM
#8262   I agree with you go4awildride, first the JPM ItsMyOption 06/16/16 08:49:17 AM
#8261   Linda Why would the lawyers give a crap about GO4AWILDRIDE 06/16/16 03:14:06 AM
#8260, go there and register to get an goldcanyon341 06/16/16 12:11:25 AM
#8259   Can you supply the link you saw this at? ItsMyOption 06/15/16 09:28:37 PM
#8258   Another JPM filing in Ohio goldcanyon341 06/15/16 08:41:22 PM
#8257   I have a pacer account - I'll look linda1 06/15/16 10:12:15 AM
#8256   Obtaining a transcript of the Court Hearing: investophil 06/15/16 09:15:41 AM
#8255   Ilene posted a summary. She did not post Tradeinman 06/14/16 09:41:31 PM
#8254   can you provide a summery of what you ItsMyOption 06/14/16 05:19:49 PM
#8253   IMO - investophil 06/14/16 04:27:34 PM
#8252   court audio? No at least not that I ItsMyOption 06/14/16 12:59:12 PM
#8251   I was there and everything was recorded. merbendim 06/14/16 12:05:16 PM
#8250   Is there a Court audio of the June linda1 06/14/16 10:46:36 AM
#8249   She was paid off, IMO. Rosen was paid Tradeinman 06/13/16 10:57:06 AM
#8248   I posted this on the WMIH site as ItsMyOption 06/13/16 10:52:46 AM
#8247   If David's last effort fails, then the best sidedraft 06/10/16 11:53:16 PM
#8246   Sidedraft - I refuse to pay iHub for PM. Tradeinman 06/10/16 06:49:33 PM
#8245   Well Mr IMO. I've seen courage and Balls Tradeinman 06/10/16 02:06:45 PM
#8244   That was excellent and courageous. linda1 06/10/16 01:21:24 PM
#8243   Objection to court ruling. ItsMyOption 06/10/16 10:56:22 AM
#8242   This is the link for all court documents for: ItsMyOption 06/09/16 01:19:44 PM
#8241   Hi EH22, philipmax 06/09/16 12:34:19 PM
#8240   Thank you for your reply. EH22 06/09/16 12:10:52 PM
#8239 It is the Court Order on June 6, linda1 06/09/16 10:30:19 AM
#8238   Philipmax, Can you elaborate? EH22 06/09/16 09:39:59 AM
#8237   Court order d/d 6/6/2016 philipmax 06/07/16 06:56:06 PM
#8236   Sorry I don't know what options the Ohio linda1 06/07/16 09:59:53 AM
#8235   This has been painful no doubt, is there rab 06/06/16 07:04:13 PM
#8234   I wouldn't bother with a Demand for linda1 06/05/16 10:16:42 AM
#8233   Is it too late to send a Demand Less than Nothing 06/04/16 07:44:33 PM