BankUnited Financial Corporation (fka BKUNQ)

[bumblebee8]

hey man I am new to the stock market. what software/website is this screen shot from? I have been looking for something like this.. Thanks

[DDHOUND]

Yesterday's news not on most wires

http://www.xe.com/news/2011/10/19/2226501.htm?utm_source=RSS&utm_medium=TL&utm_content=NOGEO&utm_campaign=News_RSS_Art12

[StonedSheep]

needs to break .04

[Bertsllc]

oups, now i see .022

[gail]

and .022 above that.

[Bertsllc]

bid moved .01

[Bertsllc]

and was trading in the .40's before that

[gail]

im seeing new highs with changes coming.

[Bertsllc]

.10 was 52 week high

[gail]

once .04 and .05 are gone, it appears the sky is the limit here.

[Imagine]

BKUNQ a Q with actual news,,,Imagine that

[Imagine]

BKUNQ .04 r u ready to blow it up!

[gail]

oh boy am i glad to see you here.

[blackfishking]

what are possible scenarios here?
any analysis from anybody? i want my money back.

[HDOGTX]

Got me some tickets to the show~

[elbowroom]

in @ 04. 9k...hi y'all!

[gail]

nice buys coming in.

[gail]

no, its at .022, i just posted it.

[S3lfMade]

bid still @ .006..yikes

[Bertsllc]

fdic will appeal the ruling. who knows, might be a winner

[nvidiaforgames]

ty

[gail]

[nvidiaforgames]

Can someone post L2 please?

[nvidiaforgames]

and then what?

[Bertsllc]

fdic gets there 7.5mil first

[nvidiaforgames]

Does this mean that BKUNQ gets $45 million??

[Bertsllc]

[casios01]

The price was 0,015.
Why are people selling 100 stock for 0,0035 to get the price low????????

[casios01]

Today a lot of buy at 0,02.
Why this activity?

[td31]

in reality this is either finished or some kind of legal battle but i dont see anything that points to option 2

[hang ten]

Yes, that's the ticker for the re-organized bank with NOLs; some new management.. etc

[td31]

what bothers me about this one is the stock is alive again. BKU trading at $27.15

[hang ten]

Yes.. they don't recover from this often... if ever.. Don't know the news today but it looks terminal.

[td31]

this one looks like it is done.

[rmanton]

Certainly one possibility.

[BurrTim]

Could it be due to the obscene pump of worthless Q stocks of late?

[rmanton]

BKU trades on NYSE as BankUnited.

BKUNQ must be the old bank holding company shell.

Wonder why there are pockets of activity.

[rmanton]

Gee Anthony, I had taken this one off my screen. Obviously need to revisit.

I saw Wilbur Ross chatting about this one morning on Squawk Box.

http://www.tampabay.com/blogs/venturebiz/content/bankunited-financial-floridas-biggest-bank-taken-over-wl-ross-led-investor-group

There is no brighter guy than Ross .... The CRE is from June of '09.

Just a quick scan of some earlier posts, it was doubtful the commons would survive. Yes?

If commons do survive ... this is interesting.

R

[hang ten]

8K from 3/18/11

Looks like they still have money in the bank; they have a CRE 'chief restructuring officer'.

http://app.quotemedia.com/quotetools/showFiling.go?webmasterId=89753&name=BANKUNITED FINANCIAL CORP: 8-K, Sub-Doc 2, Page 1&link=http%3A//quotemedia.10kwizard.com/filing.xml%3Frid%3D23%26ipage%3D7489337%26DSEQ%3D2%26SQDESC%3DSECTION_EXHIBIT%26doc%3D2&cp=off

[hang ten]

What the heck..? Ralph, looking at the chart someone sees something in BKUNQ.. not sure what it is.

[hang ten]

Really seems like someone's buying BKUNQ Why, I don't know..

[hang ten]

POR for 11/22/2010


ARTICLE II
CLASSIFICATION OF CLAIMS AND INTERESTS

(b) Class 10 - Cancellation of Common Equity Interests: Holders of
Common Equity Interests shall receive no distribution under the Plan. On the Effective Date, all
Common Equity Interests shall be deemed extinguished and the certificates and all other
documents representing such Equity Interests shall be deemed cancelled and of no force and
effect.



(c) Initial Distribution of Reorganized BUFC Common Stock: On the
Distribution Date, the Disbursing Agent shall distribute, or cause to be distributed, to each
Eligible Creditor receiving Reorganized BUFC Common Stock pursuant to Section 3.3(a)(2)
hereof, such Creditor’s share of Reorganized BUFC Common Stock, as determined pursuant to
Sections 3.3(a)(2) hereof



BKUNQ's cash investor..

10.1 Equity Investment Transaction:
(b) As part of the Transaction, subject to the terms and conditions of the
Master Subscription Agreement, on the Effective Date the Investor shall contribute the
Investment to Reorganized BUFC. In consideration for the Investment, the Investor shall receive:
(a) shares of Reorganized BUFC Common Stock, constituting 21% of the issued and outstanding
shares of Reorganized BUFC Common Stock; and (b) shares of Reorganized BUFC Senior
Preferred Stock, constituting 100% of the issued and outstanding shares of Reorganized BUFC
Senior Preferred Stock

[rmanton]

HT ... thanks for posting that.

As regards the part (I believe) you made bold:


3. Special Rules in Bankruptcy
A couple of special, and somewhat complicated, rules apply when a corporation is a debtor in bankruptcy.

If a 50% ownership change is expected to result during the bankruptcy proceeding because of the transfer of stock to the former creditors, an exception under Code Section 382(l)(5) may offer some protection. Section 382(l)(5) provides that the Section 382 Limitation will not apply to a corporation if (1) the corporation, immediately before the ownership change, is under the jurisdiction of a court in a Title 11 or similar case, and (2) the shareholders and creditors of the old corporation own at least 50% of the total voting power and value of the stock of the corporation after the ownership change as a result of being shareholders and creditors before the change. Stock transferred to such creditors counts only if it is transferred with respect to “old and cold” indebtedness; that is, if the indebtedness (1) was held by the creditor for at least 18 months before the date of the filing of the Title 11 case, or (2) arose in the ordinary course of the trade or business of the old corporation and is held by the person who at all times held a beneficial interest in that debt. This last rule prevents debtor corporations who have a significant portion of their outstanding debt acquired by vulture funds within 18 months of the bankruptcy petition date from making use of the Section 382(l)(5) protection.


I confess to having trouble grasping all the nuances of such complex provisions. But, after reading several times, as this would pertain to CORSQ, am I correct ... if there is a sponsor and he currently controls the overwhelming majority of shares and uses some of those shares (plus cash) toward the satisfaction of the creditors but still retains sufficient shares as to control the emerging structure that we satisfy the requisite?

You all have probably been saying this all along but sometimes it takes a while for things to penetrate near solid bone.

R

[hang ten]

Actually with the quotes you have there, I'd say commons here are on thin ice for sure.. BUT you never know..


A refresher on the ownership and 382 rules:


http://www.gibbonslaw.com/news_publications/articles.php?action=display_publication&publication_id=2754

1. Code Section 382 and Ownership Changes
More specifically, if as a result of a stock transfer or a reorganization, a corporation undergoes an “ownership change,” Code Section 382 limits the corporation’s right to use its NOLs each year thereafter to an annual percentage (for May 2009, the federal long-term tax-exempt rate is 4.61%) of the fair market value of the corporation at the time of the ownership change (the “Section 382 Limitation”). For example, if a corporation with current NOLs of $20 million underwent an ownership change this month, and assuming that the value of the stock of the corporation is worth only $5 million, the corporation’s annual Section 382 Limitation is $230,500 ($5,000,000 x 4.61%). Over twenty years, the maximum amount of NOLs that the corporation will be able to use is now $4,610,000 ($230,500 x 20 years), effectively losing a NOL tax asset of $15,090,000.

In addition, if an ownership change under Code Section 382 is triggered, a corporation’s “built-in losses,” which include certain built-in deductions, that are recognized during a five-year recognition period after the ownership change, are treated as pre-change losses subject to the Section 382 Limitation. The combination of these rules means that a buyer of a corporation with sizeable NOLs and other tax attributes, such as built-in losses, may find that the tax attributes actually possess a relatively low cash value as a result of a change of control.

A corporation is considered to undergo “an ownership change” if, as a result of changes in the stock ownership by “5-percent shareholders” or as a result of certain reorganizations, the percentage of the corporation’s stock owned by those 5-percent shareholders increases by more than 50 percentage points over the lowest percentage of stock owned by those shareholders at any time during the prior three-year testing period. Code Section 382 only counts ownership increases; to consider decreases would amount to double-counting. Five-percent shareholders are persons who hold 5% or more of the stock of a corporation at any time during the testing period as well as certain groups of shareholders (based typically on whether they acquired their shares in a single offering or exchange transaction) who are not individually 5-percent shareholders.

Importantly, the Section 382 Limitation is zero for any post-change year if during the 2-year period beginning on the change date the new corporation does not either (i) continue the old corporation’s historic business or (ii) use a significant portion of the old corporation’s historic business assets in a business at all times during that 2-year period.



3. Special Rules in Bankruptcy
A couple of special, and somewhat complicated, rules apply when a corporation is a debtor in bankruptcy.

If a 50% ownership change is expected to result during the bankruptcy proceeding because of the transfer of stock to the former creditors, an exception under Code Section 382(l)(5) may offer some protection. Section 382(l)(5) provides that the Section 382 Limitation will not apply to a corporation if (1) the corporation, immediately before the ownership change, is under the jurisdiction of a court in a Title 11 or similar case, and (2) the shareholders and creditors of the old corporation own at least 50% of the total voting power and value of the stock of the corporation after the ownership change as a result of being shareholders and creditors before the change. Stock transferred to such creditors counts only if it is transferred with respect to “old and cold” indebtedness; that is, if the indebtedness (1) was held by the creditor for at least 18 months before the date of the filing of the Title 11 case, or (2) arose in the ordinary course of the trade or business of the old corporation and is held by the person who at all times held a beneficial interest in that debt. This last rule prevents debtor corporations who have a significant portion of their outstanding debt acquired by vulture funds within 18 months of the bankruptcy petition date from making use of the Section 382(l)(5) protection.

To the extent Section 382(l)(5) applies to the transfer of stock to the old creditors, the NOL carryovers of the debtor corporation must still be reduced by 50% of the cancellation of debt (“COD”) income not taken into account by virtue of the stock for debt exception of Code Section 108(e)(10)(B). Under Section 382(l)(5)(B), the NOL carryovers must also be reduced by the amount of interest accrued with respect to such canceled debt during the three taxable years prior to the taxable year of the ownership change and during the taxable year of the ownership change (up to the change date.) Under Code Section 382(l)(6), a debtor in bankruptcy with an ownership change can also elect not to apply the foregoing rules and instead allow the normal rules of Section 382(a) to apply. If this election is made, the value of the corporation for purposes of determining the Section 382 Limitation is allowed to reflect the increase in the value resulting from the surrender or cancellation of creditor’s claims in the bankruptcy proceeding.

[rmanton]

That "new common" is puzzling and there is that reference:

"Noteholders with the 90 largest claims have the option of taking new common stock in lieu of cash."

And this, "The plan gives unsecured creditors and noteholders available cash, plus junior preferred stock and an interest in recoveries by a liquidating trust."

A liquidating trust .... new common stock .... and yet preserving the NOLs ... from what we have learned with the other situation, this could be skating on thin ice.

[hang ten]

Likewise man Good point, might be the 'old and cold' cred's..

[errett]

TEN---seems to explain the price action---they must be using old & cold creditors in some fashion to maintain NOLs---sooner or later we will get a concrete example of how this is done---thanks for your response---always helpful to me.:)

[hang ten]

Erret, I think that 'new' there is very significant.. I must say, I didn't see it changes one's perspective here.

I do wonder how they can get 'new' shares and not change ownership...?

[errett]

TEN---What exactly does this mean as you undestand it---

No explanatory disclosure statement was filed along with the plan. The reorganization is based on cash to be supplied by a new investor, who in turn will receive 21 percent of the new common stock plus preferred stock. The plan is designed so that BankUnited’s considerable tax-loss carryforward won’t be lost by a so-called change in control.

Thanks My Friend

[hang ten]

Ok, so if the investor is getting 20% of commons plus preferred, it seems we can take it that commons will survive in a POR.

IMO