Fannie Mae (FNMA)

[kthomp19]

You and I will not agree on this, so let's agree to disagree.

There is no such thing as agreement regarding facts. Facts are facts no matter who agrees to them.

FACT: FnF do not and have never had the ability to pay down the seniors.

PROOF: Senior Preferred Stock Certificate, Section 3(a), page 3 (emphasis added):

3. Optional Pay Down of Liquidation Preference

Prior to termination of the Commitment, and subject to any limitations which may be imposed by law and the provisions below, the Company may pay down the Liquidation Preference of all outstanding shares of the Senior Preferred Stock pro rata, at any time, out of funds legally available therefor, but only to the extent of (i) accrued and unpaid dividends previously added to the Liquidation Preference pursuant to Section 8 below and not repaid by any prior pay down of Liquidation Preference and (ii) Periodic Commitment Fees previously added to the Liquidation Preference pursuant to Section 8 below and not repaid by any prior pay down of Liquidation Preference.

FACT: Treasury can convert the senior prefs to commons if FHFA agrees.

PROOF: Senior Preferred Stock Certificate, Section 10(g), page 6:

(g) The Company, by or under the authority of the Board of Directors, may amend, alter, supplement or repeal any provision of this Certificate pursuant to the following terms and conditions:

(ii) The consent of the holders of at least two-thirds of all of the shares of the Senior Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by a vote at a meeting called for the purpose at which the holders of shares of the Senior Preferred Stock shall vote together as a class, shall be necessary for authorizing, effecting or validating the amendment, alteration, supplementation or repeal (whether by merger, consolidation or otherwise) of the provisions of this Certificate other than as set forth in subparagraph (i) of this paragraph (g). The creation and issuance of any other class or series of stock, or the issuance of additional shares of any existing class or series of stock, of the Company ranking junior to the Senior Preferred Stock shall not be deemed to constitute such an amendment, alteration, supplementation or repeal.

You are entitled to your own opinions. You are not entitled to your own facts.