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Just a little Research and all IMHO…

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Current Report Filing (8-k) "Edgar (US Regulatory)" - 9/8/2017 4:17:15 PM
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Initial Statement of Beneficial Ownership (3) "Edgar (US Regulatory)" - 6/12/2017 4:04:35 PM
Current Report Filing (8-k) "Edgar (US Regulatory)" - 6/9/2017 4:17:25 PM
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WMIH Corp. to Webcast 2017 Annual Meeting of Stockholders "PR Newswire (US)" - 5/26/2017 4:05:00 PM
Quarterly Report (10-q) "Edgar (US Regulatory)" - 5/9/2017 4:21:23 PM
Current Report Filing (8-k) "Edgar (US Regulatory)" - 5/8/2017 4:17:29 PM
Additional Proxy Soliciting Materials (definitive) (defa14a) "Edgar (US Regulatory)" - 4/19/2017 4:22:37 PM
Proxy Statement (definitive) (def 14a) "Edgar (US Regulatory)" - 4/19/2017 4:19:33 PM
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Current Report Filing (8-k) "Edgar (US Regulatory)" - 3/21/2017 12:02:00 PM
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WMIH Corp. Schedules Investor Conference Call And Webcast "PR Newswire (US)" - 3/14/2017 4:25:00 PM
Annual Report (10-k) "Edgar (US Regulatory)" - 3/14/2017 4:20:18 PM
wwhatthe   Saturday, 12/24/16 04:32:54 AM
Re: None
Post # of 492265 
Just a little Research and all IMHO…




In my previous post (POST # 460263) …I said,

“I didn’t see WMIH receiving any Distribution from the WMI Liquidating Trust”…
link to POST# 460263

That post was a little long, so I didn’t get into the details... I’ll do that now…

I’m an investor like everyone else here, searching for facts and trying to decipher what is true and what is not true or what’s possible and what’s not possible…

First let me say,
Any assertion or theory must fit and be stated, and expressed in words somewhere with in THE PLAN.

The WAMU Bankruptcy is ruled by its Purchase & Assumption Agreement and GSA, and the Liquidating Trust was created around this Agreement.
The question and answer segment in the liquidating trust agreement not only deals with tax matters but is also a short summary of the WAMU Bankruptcy.

This is how I see it… ALL IMHO…

I have 3 Question…. Which are basically the same…

Q1 - Will 2.5% of the WMI LIQUIDATING TRUST cash distribution go to WMIH?…
As in the equation “ 75%, 22.5%, 2.5% “…

Q2 - Will WMIIC or WMIH receive assets from the WMI LIQUIDATING TRUST?

Q3 - Can WMIH purchase or trade WMI LIQUIDATING TRUST Assets with WMIH shares?


Let me start with the meaning of Debtor, which is “someone who created or owes a debt”,

It’s obvious, so bear with me for a moment…it’s important and I’ll come back to this later.

From Investopedia: A debtor is a company or individual who owes money. If the debt is in the form of a loan from a financial institution, the debtor is referred to as a borrower, and if the debt is in the form of securities, such as bonds, the debtor is referred to as an issuer. Legally, someone who files a voluntary petition to declare bankruptcy is also considered a debtor.

Who are the Debtors…?

From page 1 of the P&A Agreement (link at Bottom)…
Washington Mutual Inc. and WMI Investment Corp. as debtors and debtors in possession (Collectively, the Debtors)…

And… From an 8K Report …
Reorganized WMI (now known as WMI Holdings Corp. (WMIH)… (“Reorganized WMI”))…

Just to be clear,
WMI is a debtor,
WMI Investment Corp. is a debtor,
WMI Holdings Corp. or WMIH is a debtor…(the reorganized debtor)


Now…Defining the Assets…
From question #2 in the FAQ’s (link at Bottom)

2) What are the Liquidating Trust Assets?
The assets that are to be held and distributed by the Liquidating Trust (the “Liquidating
Trust Assets”) comprise all of the assets of Washington Mutual, Inc. (“WMI”) and WMI Investment Corp.)
Other than:

a) Cash to be distributed by the Reorganized Debtors, pursuant to the Plan as Disbursing Agent to holders of Allowed Administrative Expense Claims
b) Cash necessary to pay the fees and expenses owed…
c) Cash necessary to reimburse the Reorganized Debtors for fees and expenses…
d) Creditor Cash on the Effective Date; and

e) The equity interests in (i) WMI Investment (all the assets of which shall be
Contributed to the Liquidating Trust, including any Intercompany Claims),


So all of WMI and WMIIC assets are held by the Liquidating Trust and are now the Liquidating Trust Assetsexcept The equity interests in WMI Investment Corp (WMIIC), which is now a empty shell, with no Assets no liabilities or Debt. And we know now, it will be returned to the reorganized debtor (WMIH) and will be dissolved.

All of the Assets and assets within Assets are held by the Liquidating Trust… but belong to the owners of the WAMU Estate… Who are also… The Beneficiaries of the Trust…

This bring up the question, Is WMIH or WMIIC a Liquidating Trust Beneficiary.”.

The next 3 excerpts show us that all of the Liquidating Trust Assets will be converted to cash…and distributed to the “Liquidating Trust Beneficiaries


From Question #1 (FAQ’s)

1) What is the WMI Liquidating Trust?
WMI Liquidating Trust (the “Liquidating Trust”) serves as a mechanism for liquidating, Converting to cash and distributing the Liquidating Trust Assets to the holders of beneficial interests in the Liquidating Trust (the “Liquidating
Trust Beneficiaries”)
.

And…
From page 4 of the WMI LIQUIDATING TRUST AGREEMENT (EXECUTION VERSION) (link at bottom)

It states…
1.5 Liquidation of Liquidating Trust Assets. The Liquidating Trustee shall, in an expeditious but commercially reasonable manner and subject to the provisions of the Plan (including, without limitation, Section 31.14 of the Plan), the Confirmation Order and the other provisions of this Trust Agreement, liquidate and convert to Cash the Liquidating Trust Assets, make timely distributions in accordance with the terms hereof and the Plan and not unduly prolong the existence of the Liquidating Trust. The Liquidating Trustee shall exercise reasonable business judgment and liquidate the Liquidating Trust Assets to maximize net recoveries;

And…
From page 51 of the P&A Agreement (link at bottom)

QQQ) Distributions to claimants will be made in cash, liquidating trust interest that represent the right to receive future cash distributions from the liquidating trust and, in certain circumstances, runoff notes and/or reorganized common stock.

(We received our reorganized common stock, now we’re waiting on our cash distributions…)

The first excerpt says…
Converting to cash and distributing the Liquidating Trust Assets to the holders of beneficial interests in the Liquidating Trust (the “Liquidating
Trust Beneficiaries”)
.

So from here…
We know the Liquidating Trust Assets are being converted to cash. We also know WMIH is a Reorganized Debtor and WMIIC is a Debtor…

Here…
From page 4 of the WMI LIQUIDATING TRUST AGREEMENT (EXECUTION VERSION) (link at bottom)

It states…
1.6 No Reversion to Debtors. In no event shall any part of the Liquidating Trust Assets revert to or be distributed to any Debtor or Reorganized Debtor.

So… WMIH is the Reorganized Debtor and WMIIC is a Debtor…
The term “revert” means to return, or go back…
The term “In no event” means that it is not possible in any way or form or in any case…

They’re talking about the “Liquidating Trust Assets”

Let’s read it again…
In no event shall any part of the Liquidating Trust Assets revert to or be distributed to any Debtor or Reorganized Debtor.

This means…
According to the PURCHASE AND ASSUMPTION AGREEMENT,
And the WMI LIQUIDATING TRUST AGREEMENT…After the Debts have been paid…

THE ONLY LIQUIDATING TRUST BENEFICIARIES ARE THE EQUITY ESCROW HOLDERS…
And not the Reorganized Debtor, WMIH… Or the Debtor, WMIIC…

So the answers are… All IMHO…
Q1, The answer is no…WMIH is the reorganized Debtors…WMIH will not receive a 2.5% cash distribution from the Liquidating Trust Assets…

The 2.5% in the equation 75% 22.5% 2.5% is incorrect…and shouldn’t be in this equation at all…All of the Trust Assets are being converted to cash and no part of the Liquidating Trust Assets will be distributed to any Debtor or Reorganized Debtor (now known as WMIH).
(The next excerpt helps confirm this)

We do know WMIH will and has received Litigation Proceeds, like in the
D&O Litigation.

In the next excerpt… it says Reorganized WMI will retain an economic interest in, the Litigation Proceeds, only if the Litigation Proceeds are not part of the Liquidating Trust Assets…

Here From page 13,14…WMI Liquidating Trust
September 2016 Quarterly Summary Report – UNAUDITED (link at bottom)

It states…
…As a result, each creditor making such an election conveyed, and Reorganized WMI retained an economic interest in, the Litigation Proceeds (and such proceeds do not constitute part of the Liquidating Trust Assets)

This demonstrates that WMIH will receive Litigation Proceeds only from Litigation’s that do not involve the Liquidating Trust Assets

This is because “In no event shall any part of the Liquidating Trust Assets revert to or be distributed to any Debtor or Reorganized Debtor”.

So…If the Reorganized Debtor WMIH, cannot receive a cash distribution or proceeds from a Litigation that involves the Liquidating Trust Assets

Then… The Reorganized Debtor WMIH, cannot receive a 2.5% cash distribution from the same… Liquidating Trust Assets
It’s the same source… The same principle and limitations apply…

Which means 2.5% of the Liquidating Trust Assets will not go to the Reorganized Debtor, WMIH…

This leaves us with 75% and 25%…, Which I will leave for my next post…

Next Question…
Q2, IMHO The answer is no…WMIH and WMIIC are Debtors…WMIH and/or WMIIC will not receive Liquidating Trust Assets from the Liquidating Trust…

The Assets are owned by the WAMU Estate and were only managed by the Debtors. All of the Liquidating Trust Assets are being converted to cash, and after the debt has been paid. Anything left over will go to the owners of the WAMU Estate… which are the equity escrow holders… And are the only TRUST BENEFICIARIES

The new reorganized company WMIH, will start over with new assets and new acquisitions… The old assets belong to the old Equity holders while the new assets will belong to the new Equity holders…

This brings us to Question 3, Can WMIH purchase or trade WMI LIQUIDATING TRUST Assets with WMIH shares?

For the LIQUIDATING TRUST this would be a trade… They would be trading the BENEFICIARIES Liquidating Trust Assets for WMIH stock.
The Trust Agreement prevents and forbids such a trade…

From Question #1 (FAQ’s)
It states…
The Liquidating Trust will not continue, nor engage in at any time, the
Conduct of any trade
or business other than the liquidation and distribution of the Liquidating Trust Assets, and is intended to qualify as a “liquidating trust” for federal income tax purposes under applicable Treasury regulations.

Here where it says “nor engage in at any time, the Conduct of any trade or business”, This would prevent and forbid such a trade from occurring…

It’s the Liquidating Trust that doesn’t have the authority and is prohibited from such a trade. The Liquidating Trustee is required to liquidate the Liquidating Trust Assets to maximize net recoveries… A trade for WMIH shares would be problematic and risky…

And the only way to be fair and reasonable is to liquidate the Trust Assets, turning them into cash and distribute the cash…

Also…The term “In no event” would include and prohibits a trade of, Liquidating Trust Assets for WMIH shares…. The Liquidating Trustee is forbidden to negotiate such a trade. His job is to liquidate and convert to Cash the Liquidating Trust Assets and distribute the cash to the TRUST BENEFICIARIES.
This means convert to cash and not to shares…

(And QQQ states… cash not shares)
QQQ) Distributions to claimants will be made in cash

So the answer to question 3…
Q3, IMHO The answer is no…the assets must be converted to cash and not shares…WMIH can not purchase or trade WMI LIQUIDATING TRUST Assets for WMIH shares…

In no event shall any part of the Liquidating Trust Assets revert to or be distributed to any Debtor or Reorganized Debtor.

This is all from the PURCHASE AND ASSUMPTION AGREEMENT,
And the WMI LIQUIDATING TRUST AGREEMENT
All IMHO…
No 2.5% cash distribution going to WMIH…
No Assets going to WMIIC or WMIH…
No Trading… Liquidating Trust Assets for WMIH shares…

The plan is to liquidate and convert to Cash the Liquidating Trust Assets…, which I believe most of the Assets and all of the properties/mortgages went (were sold) to JPMC. Then the plan is to pay off the debt and distribute the remaining cash to the TRUST BENEFICIARIES…

JPMC paid BookValue for all of WAMU’s Assets…, which would be Billions of Dollars. Anything that was WAMU is now a Subsidiary of JPMorgan Chase…

This is how I see it… It’s stated… fits… and expressed in words… directly from the PURCHASE AND ASSUMPTION AGREEMENT, And the WMI LIQUIDATING TRUST AGREEMENT and… It looks like it’s the PLAN…

GLTA… Have a Merry Christmas and a Happy New Year…

Jimmy…
Jimmy Christmas


Just my opinion, research and curiosity…
Not intended to serve as a basis for investment in any security of any issuer. GLTA


PURCHASE AND ASSUMPTION AGREEMENT
WMI LIQUIDATING TRUST FREQUENTLY ASKED QUESTIONS (FAQ’s)
WMI LIQUIDATING TRUST AGREEMENT (EXECUTION VERSION)
WMI Liquidating Trust September 2016 Quarterly Summary Report – UNAUDITED




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