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Replies to post #428122 on Mr Cooper Group Inc (COOP)
BBANBOB
07/08/15 9:23 AM
#428123 RE: wwhatthe #428122
pm1012244448
07/08/15 10:27 AM
#428134 RE: wwhatthe #428122
W3Research
07/08/15 10:31 AM
#428135 RE: wwhatthe #428122
wwhatthe Wednesday, 07/08/15 09:12:38 AM Re: None Post # of 428134 Just a little Research and all IMHO JPMC states that it assumed liabilities under the P&A Agreement of roughly $300 billion In the AMENDED MEMORANDUM OPINION (link at bottom) on page 34 it defines the term Book Value. …Section 2.1 provides that liabilities transfer to JPMC at their “Book Value,” defined as the dollar amounts stated on WaMu’s Accounting Records at the time of its closing… The term Liabilities in regard to mortgage backed securities refer to the mortgages The term Book Value refers to the dollar amount paid for the mortgages From page 10 - D. FDIC’s Internal Drafting of the Purchase and Assumption Agreement Mr. Van Fleet (FDIC) testified that the “P&A was a completely one-off deal. It had several unique provisions that were never seen in a prior P&A and some of them have never been seen since.” (“Article 2 was totally different than any other one we’ve done before or since.”) Wigand (FDIC) Dep. at 37 (WaMu transaction “was unique in that it was different from the standard transactions in which only identified liabilities and identified assets pass to the acquirer.”) From page 12 - At the beginning of this draft, the second introductory clause stated: “WHEREAS, the Assuming Bank desires to purchase certain assets and assume certain deposit and other liabilities…here the assuming bank picks the assets and liabilities they want. This was changed to “WHEREAS, the Assuming Bank desires to purchase substantially all of the assets and assume all deposit and substantially all other liabilities…here the assuming bank purchased everything and then picks out what they don’t want …which means substantially all would have to be purchased at Book Value “Lee Van Fleet (FDIC) called with the following questions: Can we limit liabilities assumed to just the ‘liabilities on the books and records’ and then give the options to take out the different categories of liabilities? Initial Payment = Bid Amount? (The $1.88 billion was a payment…) These are coming from (FDIC) David Gearin.” A positive answer presumably came very soon thereafter, Section 2.1 was amended as follows: (It’s a easier read if you only read the words in bold) Subject to Section 2.5, the Assuming Bank expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to pay, perform, and discharge, all of the liabilities of the Failed Bank which are reflected on the Books and Records of the Failed Bank as of Bank Closing, including the Assumed Deposits and all liabilities associated with any and all employee benefit plans, except as listed on the attached Schedule 2.1, and as otherwise provided in this Agreement (such liabilities referred to as “Liabilities Assumed”). From page 47 - September 24, 2008 meetings with rating agencies stating that JPMC would assume “[a]ll the deposits and substantially all [WaMu] liabilities, excluding senior and subordinated debt,” From page 48 - FDIC relies on such presentations and comments to support its position that JPMC knew it would acquire WaMu’s RMBS liabilities. However, these were high-level summaries of the transaction that did not include all details of the potential acquisition. Furthermore, as JPMC argues, it was “fair to summarize the P&A Agreement as transferring ‘substantially all’ of WMB’s liabilities,” Because the liabilities at issue are estimated by Deutsche Bank to be valued between U.S. $6 and $10 billion and JPMC assumed liabilities under the P&A Agreement of roughly $300 billion. FDIC does not dispute these amounts, which support the statements that JPMC acquired “substantially all” of WaMu’s liabilities, per the P&A Agreement Some may consider this proof…it comes from ROSEMARY M. COLLYER United States District Judge, JPMC the assuming bank and the FDIC the sole drafter of the purchase and assumption agreement. JPMC states that it assumed liabilities under the P&A Agreement of roughly $300 billion And from the P&A Agreement the Bid Amount of $1.88 Billion was only a Initial Payment and not the purchase price for everything…this may be the Tens of Hundreds of Billions... FDIC does not dispute these amounts, which support the statements that JPMC acquired “substantially all” of WaMu’s liabilities, “per the P&A Agreement “ IMHO nothing was gifted or given to JPMC it all has to be purchased at Book Value – per the P & A Agreement. IMHO The $30 Billion in Apartment mortgages would have been purchased at Book Value and not found in remains as indicated. From page 7 - “In its role as receiver for a failed depository institution, the [FDIC-R] has a statutory obligation generally to maximize the return on the sale or disposition of the receivership estate’s assets. The receiver distributes any funds realized from its liquidation efforts to the failed institution’s creditors and shareholders in accordance with the FDIC’s priority scheme.” GLTA Jiminy… Jiminy Christmas https://ecf.dcd.uscourts.gov/cgi-bin/show_public_doc?2009cv1656-181 Just my opinion, research and curiosity… Not intended to serve as a basis for investment in any security of any issuer. GLTA
investorhub123
07/08/15 11:05 AM
#428140 RE: wwhatthe #428122