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Don't normally post here. But I spoke to Etrade yesterday since my ordinary shares disappeared from my portfolio. Response by broker removed in June since they no longer have a Transfer Agent. Recommended to reach out to Lehman Investors to if they will be reinstated. Has anyone spoke to Investor Relations?
$NVAX #NVAX my buddy at Stocktwit who lives 5 minutes from the Novavax headquarters, had a drink w/ some Novavax employees. They said Stan already filed with the FDA today. So I guess it's just the PR Team awake tonight for the big Press release tomorrow. Hope Stan has TV talk https://t.co/4hjixVVOu5
Yes this what was posted preceding the link I sent earlier:
This is my one and only post per this Board
More asset in trust in Delaware
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Lehman Brothers Holdings Inc.
Lehman Brothers Holdings Capital Trust VII
Lehman Brothers Holdings Capital Trust VIII
Lehman Brothers Holdings Capital Trust IX
Lehman Brothers Holdings Capital Trust X
Lehman Brothers Holdings Capital Trust XI
Lehman Brothers Holdings Capital Trust XII
Lehman Brothers Holdings E-Capital Trust I
Lehman Brothers Holdings E-Capital LLC I
(Exact Name of Registrant as Specified in its Charter) Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 13-3216325
20-6366362
20-6367811
20-6367828
20-6367855
20-6367875
20-6856685
20-3646452
20-3646427
(I.R.S. Employer
Identification Number)
https://www.sec.gov/Archives/edgar/data/806085/000104746906013523/a2174195zposasr.htm
Found this on another Board relating to Lehman
https://www.sec.gov/Archives/edgar/data/806085/000104746906013523/a2174195zposasr.htm
Ok noted But what is the elected function of the Equity Committee if it is not to provide an oversight on behalf of vested interests?
With respect to the quote:
Quote: Again any assets returned by JPM are for the beneficiaries of the escrow markers.
Those assets that are being returned were an integral part of the audited financial statements preceding the bankcruptcy whereby the main stakeholders are now linked to the escrow markers. That is a audited financial fact not a general statement. And therefore those assets must be returned back to the source. If they are going to be accounted for correctly. They cannot be brought into Mr. Cooper Group Financials unless a mechanism is in placed to ensure only the escrow shareholders benefits. Remember movements of assets requires an audit trail and proper accounting for those Assets in accordance with GAAP, FASB.
In reference to your other question you can use commons and preferred in the total equity computation to arrive at the capital ratio. However, for you to take the next step to back into a conversion ratio then you will need to exclude preferred in your calculations.
This is a major accounting problem since the purchase agreement between FDIC and JPM was so vague and of a fraudulent nature. There has been gross negligence on the part of FDIC. Although the attempts to return some of the assets by JPM I believe there could even be more littigation to come before this is brought to a satisfactory closure. But to answer your question the only audited financial statement that you could obtain and place reliance on before the event took place. It should be available on SEC site. Then if there were any further audited filings after this event took place then you can do a
direct comparision as to what was specific
Stolen or what FDIC stated it transferred over to JPM. Again any assets returned by JPM are for the beneficiaries of the escrow markers.
Also the infusion you make reference to enhance value will only be to the benefit of the escrow shareholders through conversion at the detriment of non escrow shareholders resulting in dilution.
I am not clear when you said some of Coop shares were used to purchase Nationstar. Remember when they came out of bankcruptcy they had limited resources to make such a big move. The Sources and Uses of Funds Statement For that period could give you a better insight as to how the merger was funded resulting in a subsequent reverse split. Also take a look at this article which will give you an idea how limited the resources were at that time. https://www.housingwire.com/articles/46343-meet-the-mr-cooper-group-nationstar-completes-merger-with-washington-mutual-parent-wmih/
If the escrow shares are in your account then make sure you have the historical record at the date of death since that will be your cost basis for tax purposes. But your escrow shares will have a zero value which will equates to your cost basis. There is nothing you can do until distributions are made to the escrow holders which could trigger a taxable event. Such information will be made available to you through your brokerage as to the nature of the distribution during tax time. Note your escrow markers is likely be active for a long time to come.
No it does not work like that. You would need to take this approach and determine what the forecasted capital structure should be for escrow holders based on what the pre bankcruptcy capital ratio was using this concept as a guide:
https://www.investopedia.com/terms/s/shareholderequityratio.asp
Then compute the actual capital ratios in which escrow shares values are zero in the last consolidated financials. You then should be able to extrapolate and identify how much the equity component will need to be increased in order for any realignment to take place to include an escrow value. You then can back into a conversion ratio thereafter.
Yes I agree with you it has to be a return of capital a non taxable event.
Noted. But dont forget most of those SPV's were tied up in offshore jurisdictions when Washington Mutual was a going concern preceeding 2008. So if you have a social concious which I truly respect it would not be a company I would have invested in back in those days.
Yes that is correct.
This publication can guide you:
https://www.irs.gov/faqs/interest-dividends-other-types-of-income/gifts-inheritances/gifts-inheritances
It is based on the date of death which will determine the cost basis of those securities you received as your inheritance.
Do you have any financial disclosure information indicating that?
Any cash returns to Escrow Markers will be done through the Off Balance Sheet Assets Mechanism via Delaware which were never brought into the bankruptcy court jurisdiction and are the beneficiaries of Escrow Shareholders. These other assets like SPV's matured or liquidated will flow directly to the escrow markers for many years to come. They will have no bearing on the consolidated numbers churned out by Mr. Cooper now or in the future. But the cash returns received by the Escrow markers could be invested and influence the market price of the common shares to new highs.
Yes that is the likely behavior of the market price of the securities. But from the accounting perspective the restructure would be restored to the original point and shares issued to escrow holders. The market will then be able to begin monetarizing the NOL going forward through the infusion of value to the escrow shares with a conversion into commons with a dilutive effect. The IRS NOL will be utilized to mitigate their tax exposure as a result of current and future merger/takeov er activities. Again who wants to pay taxes any ways.
Yes its the crucial cut off point to show the original capital structure has remained intact. From an accounting perspective a reconciliation has to be done relating to the given fiscal year to show in fact this is the case with any adjustments like those who did not sign timely releases which will need to be reallocated to thise who did flowing through their consolidated numbers if they going file and tap into the IRS NOL. If they dont the claim will be rejected by the IRS due to non compliance with the NOL provisions and they will be exposed to a tax liability and possible penalties as well.
Its would be interesting to see how they have filed there previous corporate tax returns although they can always file for amendments.
Yes that is correct.
The more profitable the merger becomes the greater will be the pressure to restore value to the escrow shares if they going to mitigate their tax liability.
This is correct an analysis of the audited consolidated financial statements going forward has to show proper account for the escrow shares with an infusion of value to restore the old capital structure. Only thèn can you utilize the IRS NOL to offset consolidated net profits if they going to mitigate their tax exposure. Who wants to pay taxes anyway.
So the urgency will be how profitable the subsidiaries is through consolidation in a given fiscal year will give you an indication as to the urgency of this matter. So watch the numbers and focus on the capital side of the consolidated balance sheet and disclosures since its incomplete.
Yes I dont often post on boards and especially as frequent as now. However, in response to your question it will depends on two main contributing factors how they are liasing with the IRS with respect to time sensitive issues pertaining to claiming the NOL as well as the urgency of utilizing the NOL through the consolidated numbers so as to mitigate their exposure to a tax liability. Since no one wants to pay taxes.
They will need to account for the escrow shares in the consolidated numbers through the infusion of value first. There has to be a proper reconcilation between the consolidated financial statement to the
IRS statement if they are going to utilize
the NOL. So subsequent reporting is
crucial and desire to mitigate there tax
liability in the fiscal year
To add further to my response earlier proper accounting of the escrow shares in the consolidated balance sheet is incomplete. The focus of attention should be on the Capital side of the consolidated Balance Sheet and Disclosure.
The current value is not being reflected through the consolidated statements which has to be addressed in subsequent reporting. Thats is what has to be addressed if they are going to utilize the NOL through the the infusion of value to the escrow shares to be compliance with IRS NOL Provisions in order to offset the net profit of the merger activities.
I have included link to help answer your question. https://www.irs.gov/businesses/small-businesses-self-employed/tax-years
At the end of a fiscal year an extension can be filed if necessary for tax purposes.
Yes it will excite the market but it will also depend on a number of other variables which will need to be taking into consideration like dilution, off balance sheet assets via SPV's for which escrow shareholders are the beneficiaries.
Thanks for the link. With respect to the quote "we concluded that the market is too conservative about the rate at which we'll utilize the DTA, or it's not assigning enough value to zone"
Its my understanding that until there is an infusion of value to the escrow holders to restore the old capital ratio the market
will not be able to assign enough value as stated in the above quote.
This will be the trigger to imply that they are now utilizing the NOL for tax purposes in compliance with the IRS NOL Provisions. Until this happens the tax shield effective rate cannot be determined for valuation purposes.
Yes the old capital structure has to maintained and be in compliance with the IRS Provisions for the NOL in order to file a claim to use it on consolidation. The old structure does not equates to the new structure as a result of the merger activity including the change in ownership due to those shareholders who did not sign timely releases as you pointed out. An allocation of old shares to those shareholders who signed timely releases would make sense. To restore the old capital structure with an infusion of value to existing escrow holders will require a significant dilution to take place if they are to comply with the IRS NOL Provisions. Since the merger activities are proving to be profitable this is a trigger for addressing the NOL issue.
Noted. If WMIH =MR COOP= PARENT through a name change then a component of the capital structure common shares = escrow shareholders = 0 in the Balance Sheet. How can the NOL be utilized if that is the case on consolidation of the numbers subject to the IRS provisions?
I am only interested in seeing how they will utilize the NOL at a consolidated level contingent on maintaining the capital ratio to reflect escrow holders who have to be made good.
Financial Professional with many years working in Offshore Tax Jurisdictions.
Mr Cooper is a 100% subsidiary of WMIH which is the holding company. Its not Mr Cooper NOL it is WMIH NOL contingent that the existing capital ratio remain intact. The results of the subsidiaries are rolled up into the consolidated statement provided by the holding company.
The utilization of the NOL is subjected to maintaing intact the pre bankcruptcy capital ratio in which the escrow shareholders are the majority.
Under the relevant IRS tax provisions the NOL can be used as a tax shield to offset any net profits derived from rolling up the subsidiaries (100% owned) into the consolidated financial statements. So all you need to ask your self is whether or not the reporting subsidiaries in this fiscal year has been reporting quarterly net profits cumulating in an overall net profit at year end. Then if the answer is yes then it would be unwise not to tap into the NOL at a consolidated level assuming the old capital ratio remains intact.
Yes dilution is inevitable in this scenario if the capital structure is to be realigned there by infusing value in favor of escrow shareholders.
The guarantee in the prospectus is what will bind them to act in the same manner as ECAP.
They have to make good those securities like ECAP so as to avoid breaching securities law and undermining the ability to raise future capital from potential investors as well as to continue as a going concern and qualify for the NOL through escrow shares.
This is the bridge they must crossover.
For WMIH to qualify for the NOL its capital structure has to be realigned at the consolidated level for which value has to flow to the escrow holders who signed timely releases. So next week should be interesting.
This week could be very interesting week:
Nikkei0.16%? U.S. 10 Yr1.723%? Yen0.13%?
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LG, yes they have to exchange escrow markers assets for new shares to bring WMIH capital structure into alignment with the merger to ensure 51% rule remains intact in order to continue to qualify for favorable tax treatment of the NOL. All I can say it will happen in the fourth quarter.