Mr Cooper Group Inc (COOP)

[Polemarchos_Megas]

Incongruities in the Washington Mutual Inc. takeover
A shareholders perspective

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I started a shareholder assessment of our situation

please help me with all your DD to complete this letter and offer it to FSSHON and LUV2SHOP and maybe attach it to our JOINDER

please also provide citation in order to make it a serious assessment attempt
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Evidence of bad faith
· The Wall Street Journal (WSJ) reports that the FDIC called JP Morgan with an offer to sell WAMU six days before it even received the failed bank.
· As WSJ reports “WAMU Sale Kicked off by FDIC Call to Jamie Dimon.”
· “over the following days, JPMorgan and the FDIC negotiated the terms of the WAMU purchase despite the FDIC’s claims to other banks that terms were non-negotiable. On September 26, 2008, JPMorgan purchased Washington Mutual’s $188 billion in deposits and a coast-to-coast presence from the FDIC for $1.8 billion AND SIX PAGES OF INDEMNIFICATION RIGHTS AGAINST FUTURE LIABILITIES AND LOSSES.”
· WAMU Bank run occurred from 15th of September and onwards. WAMU lost 16 billions in 10 days. However FDIC offered WAMU to other banks before the seizure.
· Non-negotiation of terms for other banks combined with the possibility of negotiating term of purchase of WAMU clearly qualifies as bid-rigging.

Tax refunds
· The FDIC has publicly stated that the sale of WAMU can be considered as a zero-loss transaction of tax-payers money. Yet it is about to receive a portion of the tax refunds. Taxes the FDIC never paid.
· JPMC also receives a portion of the tax refunds, although it only acquired WMB and not WMI (the actual entity that incurred loss and thus has to be attributed with the tax refunds). Furthermore JPMC as a bank that received TARP funds is by law not entitled to receive any tax refunds.

Asset list
· WMI as the holding company of WMB also possessed a plethora of direct and indirect subsidiaries. The whereabouts of those assets is unknown for the debtors has stated multiple times in court that they are not aware of which assets had been transferred to JPMC by the FDIC and what value these assets possess.
· Additionally WMI and WMB were holding significant portions of shares of other institutions (e.g. VISA shares) that are exchanged for lesser value than their actual market price and without consideration of dividends.
· As of today, over two years after WMI has filled for creditor protection/chapter 11, shareholders have neither seen a complete asset list of WMI/WMB nor a thorough valuation of those assets.


Ballot incongruities
· A large number of preferred stockholders have yet to receive their ballot documentation
· Without any reason, non-voters are counted as accepting the settlement agreement instead of counting them as no or as abstention.
· Transparency of the process lacks accessibility for common stockholders to fully understand the mechanics of the voting procedure, obviously to confuse holders of preferred shares in voting in favour of the proposed settlement






Literature

Berk, Steven: JP Morgan Buys WAMU - Examiner Says "No Bad Faith" - But Something Still Smells, in: The Corporate Observer. 5.11.2010. Available at: http://www.thecorporateobserver.com/ Accessed 5.11.2010.

Fitzpatrick, Dan: Panel Tries to Unravel WaMu's Failure, in: Wall Street Journal 14.4.2010. Available at: http://online.wsj.com/article/SB10001424052702304506904575180441067747062.html Accessed 5.11.2010.

Fitzpatrick, Dan: No 'Bad Faith' in Sale of WaMu, in: Wall Street Journal. Available at: http://online.wsj.com/article/SB10001424052748704865104575588971448273294.html Accessed 5.11.2010.

Spector, Mike: WaMu Sale Kicked off by FDIC Call to Jamie Dimon, in: Wall Street Journal. 2.11.2010. Available at: http://blogs.wsj.com/deals/2010/11/02/wamu-sale-kicked-off-by-fdic-call-to-jamie-dimon/ Accessed 5.11.2010.