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Goodietime
Just my 2 cents , just my opinion:
Generally speaking, management made sure they stayed in thier sits till all the cash of the reorg debtor was gone (so they could earn huge in cash and shares ); did I get this right?
so an adquisition was made late enough to loose a great part of the NOLS, our biggest asset, because of the Trup tax cut , here we lost about 800 million in assets,
and then merger with a company designed for a rising interest rates enviroment (when they may be no longer raising) ??
We have to look forward, but this is how I see their "management"
GL
Hopefully Ron,
https://www.bizjournals.com/houston/blog/money-makers/2012/05/first-city-bancorp-may-finally-rest-in.html
Fingers Crossed & GL
We need to close the bankruptcy as a paramount step of the proccess, the sooner the better,
Stoxjock
I couldn´t answer B4, I reached my 15 messages limit yesterday
I've seen in other of your post that you found the answer to your question
GL
http://www.sec.gov/Archives/edgar/data/1545078/000114036113014726/ex10_5.htm
{ Employment Agreement between WMI Liquidating Trust and Doreen Logan, dated April 30, 2012, as filed with the Securities and Exchange Commission under cover of Form 10-K by WMI Liquidating Trust on April 1, 2013.
}
Mr. Willingham
In addition to his role as a member of the TAB, Mr. Willingham was a director of Reorganized WMI until July 31, 2018. Mr. Willingham beneficially owned 51,876 shares of common stock of Reorganized WMI on July 31, 2018, after taking into account the 1-for-12 stock split executed in October 2018. Until July 31, 2018, Mr. Willingham also served as Chairman of Reorganized WMI’s Audit Committee, and was on Reorganized WMI’s Compensation Committee and Nominating and Governance Committee and was a member of the Board of Directors of WMMRC.
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Table of Contents
Mr. Smith
In addition to his role as an employee, Executive Vice President, General Counsel and Secretary of the Trust, Mr. Smith was, among other things, an Executive Vice President, Chief Legal Officer and Secretary of Reorganized WMI until July 31, 2018. Mr. Smith was also a member of the Board of Directors of WMMRC. From the Effective Date until May 2015, Mr. Smith served as Reorganized WMI’s Interim Chief Executive Officer. Furthermore, as noted above, Reorganized WMI and the Trust are parties to the TSA, pursuant to which the Trust has agreed to make available to Reorganized WMI certain services and employees as described therein. Pursuant to the TSA, Reorganized WMI has agreed to reimburse the Trust at a fixed rate per hour in exchange for Mr. Smith’s services as a former executive of Reorganized WMI. On July 31, 2018. Mr. Smith received a special cash bonus of $2.4 million, paid directly to him by Reorganized WMI. As disclosed above, Mr. Smith continues to serve as an Executive Vice President and Assistant Secretary of Reorganized WMI.
Ms. Logan
In addition to her role as an employee, Executive Vice President, Controller and Treasurer of the Trust, Ms. Logan was an Executive Vice President and Interim Controller of Reorganize WMI until July 31, 2018. Pursuant to the TSA, Reorganized WMI has agreed to reimburse the Trust at a fixed rate per hour in exchange for Ms. Logan’s services as a former executive of Reorganized WMI. On July 31, 2018, Ms. Logan received a special cash bonus of $50,000, paid directly to her by Reorganized WMI. As disclosed above, Ms. Logan continues to serve as an Executive Vice President and Assistant Secretary of Reorganized WMI.
(b) Review, approval or ratification of transactions with Related Persons
To avoid any potential conflict, the Trust’s governance procedures required Mr. Willingham to recuse himself from any decision of the TAB that relates to matters that involved Reorganized WMI. In addition, any applicable related party transactions that arise during the life of the Trust will be elevated to the TAB and/or the Board of Directors of Reorganized WMI, as required, for further consideration.
Executive Officers and Employees
William C. Kosturos
As compensation for Mr. Kosturos’ services as Liquidating Trustee, the Trust Agreement provides that A&M, on behalf of Mr. Kosturos, is paid a monthly fee of $25,000. For 2018, 2017 and 2016, compensation paid on account of the Liquidating Trustee’s services totaled $300,000 per year.
28
Table of Contents
John Maciel
The Trust pays A&M on an hourly basis in accordance with an engagement letter entered into between the Trust and A&M. The applicable rate is subject to adjustment annually at such time as A&M adjusts its rates generally. The Trust is also required to reimburse A&M for its reasonable out-of-pocket expenses incurred in connection with any services provided pursuant to such engagement letter. Mr. Maciel’s current hourly rate is $885.00. For 2018, 2017, and 2016, the Trust paid A&M $503,542, $789,394, and $359,625, respectively, for Mr. Maciel’s services rendered to the Trust for the applicable period.
Charles Edward Smith
In connection with emerging from the chapter 11 proceedings, the Trust entered into an employment agreement with Mr. Smith dated April 30, 2012. The employment agreement provides for a base salary of $424,360, a target bonus equal to 70% of Mr. Smith’s base salary, and incidental benefits such as healthcare coverage and parking. Mr. Smith’s current base salary is $537,296. In addition, upon termination, Mr. Smith is entitled to receive a severance payment equal to (a) three (3) months’ base salary, (b) a pro-rated bonus payment and (c) healthcare coverage for six (6) months. Mr. Smith’s employment agreement contemplated an initial term of six-months, subject to automatic renewals for subsequent six-month periods unless earlier terminated in accordance with the terms thereof. For 2018, 2017, and 2016, Mr. Smith was paid $870,227, $840,799, and $812,366, respectively, for services rendered to the Trust for the applicable period.
Doreen Logan
In connection with emerging from the chapter 11 proceedings, the Trust entered into an employment agreement with Ms. Logan dated April 30, 2012. The employment agreement provides for a base salary of $212,180, a target bonus equal to 100% of Ms. Logan’s base salary, and incidental benefits such as healthcare coverage and a transportation subsidy. Ms. Logan’s current base salary is $268,648. In addition, upon termination, Ms. Logan is entitled to receive a severance payment equal to (a) three (3) months’ base salary, (b) a pro-rated bonus payment and (c) healthcare coverage for six (6) months. Ms. Logan’s employment agreement contemplated an initial term of six-months, subject to automatic renewals for subsequent six-month periods unless earlier terminated in accordance with the terms thereof. For 2018, 2017, and 2016, Ms. Logan was paid $510,349, $493,091, and $476,416, respectively, for services, rendered to the Trust for the applicable period.
Liabilities
Estimated Costs to be Incurred during Liquidation
The liquidation basis of accounting requires the Trust to record a liability upfront for costs expected to be incurred during the liquidation of the Liquidating Trust Assets. Annually, the Trust prepares a budget based on its assessment of the Trust’s activities for the expected remaining life of the Trust. As of December 31, 2018, the Trust estimated total operating costs to operate through the end of the Trust, March 19, 2021 (unless dissolved earlier), to be $16.1 million. Based on the estimated total operating costs, management recorded an increase of $3.6 million to the Trust’s Operating Reserve for the year-ended December 31, 2018. Given the inherently uncertain nature of estimates, actual costs related to the liquidation will likely differ from current estimates.
Accrued Liabilities
As of December 31, 2018 and 2017, the Trust had other accrued liabilities of $1.2 million and $1.1 million, respectively which were primarily comprised of accrued professional fees for services rendered.
After giving effect to the funds released from the Disputed Claims Reserve following the disallowance of the Disputed Employee Claims and the cash distribution initiated on February 25, 2019, the Trust’s Net Assets in Liquidation on February 28, 2019, were:
Net Assets in Liquidation (in millions) 2/28/2019
Liquidating Trust
$ 34.9
Disputed Claims Reserve
$ 0.0
Total Net Assets in Liquidation
$ 34.9
As of December 31, 2018, Allowed Class 18 (Subordinated Claims) totaled $38.2 million, plus $8.4 million of post-petition interest. Disputed Claims related to Class 18 (Subordinated Claims) must be addressed prior to issuing additional LTIs or making further cash distributions.
Investment in Subsidiaries
At December 31, 2018, the Trust had no subsidiaries.
From the Effective Date through December 2017, the Trust had five (5) subsidiaries without any active business operations. The subsidiaries adopted a plan of liquidation in October 2012. The assets held by these subsidiaries were comprised solely of cash and cash equivalents. Upon adoption of the plan of liquidation, in October 2012, the subsidiaries distributed $3.43 million to the Trust. The Trust subsequently distributed such cash to LTI holders. The subsidiaries each maintained a level of cash necessary to pay final invoices received. On June 23, 2017, four of the subsidiaries were merged with and into the last remaining subsidiary, WaMu 1031 Exchange. Prior to such mergers, the subsidiaries distributed their remaining cash to the Trust. The Trust received $444,333 on June 27, 2017. The last subsidiary, WaMu 1031 Exchange, which no longer had any assets, was dissolved on December 8, 2017. In total, from the Effective Date through the dissolution of the subsidiaries, the Trust received distributions totaling $3.87 million from the subsidiaries.
Annually, the Trust prepares a budget for the remaining life of the Trust based on an assessment of the Trust’s activities. The Trust recorded a liability of $16.1 million at December 31, 2018 and $18.3 million at December 31, 2017 for its estimate of the costs to be incurred during liquidation. On December 20, 2017, the Bankruptcy Court granted the Trust’s motion to extend the Trust’s term to March 19, 2021 (unless dissolved earlier or otherwise extended) and expected costs to operate during the term, as extended, are included in the recorded liability as of December 31, 2018. The Trust currently estimates aggregate costs from the Effective Date through the end of the Trust, on or before March 19, 2021, to be $110.6 million.
The Trust does not have predictable revenue-generating operations. Therefore, in an effort to ensure that the Trust has adequate funds on hand to support the possible increase in operational costs associated with, among other things, litigating Employee Claims to final resolution, as of December 31, 2018, the Trust withheld $10.1 million from funds otherwise available for distribution. After giving effect to this additional hold-back, total funds available for operating purposes were $26.2 million.
Global Settlement Agreement Receivable / Other Taxes Receivable
The $5.3 million receivable that is reflected in the Trust’s Consolidated Statement of Net Assets in Liquidation as of December 31, 2018 represents the Trust’s estimate of remaining items in other taxes receivable. As discussed in Part 1 of this report, the remaining tax litigation was resolved in 2018; the Court of Appeals affirmed the decision of the Court of Claims denying the WMI Group any refund. While the value of the tax litigation is zero, the value of the state tax refunds due and received, the potential for recovery of interest netting claims, and the return of excess funds in the Tax Refund Escrow is sufficient to support the valuation of $5.3 million.
Tax Litigation
In years prior to the Petition Date, WMI and its subsidiaries (the “WMI Group”) initiated a suit in the Washington District Court and two suits (subsequently combined into a single action) in the United States Court of Federal Claims (“Court of Claims”) claiming federal tax refunds for deductions for the amortization and abandonment of certain intangible assets by a predecessor corporation in the 1990 through 1995 and the 1998 tax years. In addition to claiming deductions relating to certain intangible assets in the Court of Claims suit for 1995, WMI claimed a refund for taxes paid as a result of an Internal Revenue Service (“IRS”) audit adjustment accelerating the recognition of certain income into the 1995 tax year which was resolved in 2016. As of December 31, 2017, only the Court of Claims actions relating to claiming deductions for the amortization and abandonments of certain intangible assets were unresolved. The Washington District Court action was finalized with the Ninth Circuit, in its opinion dated May 12, 2017, ultimately holding that WMI did have a tax basis in the assets acquired but that it failed in meeting its burden of proof as to determining the proper amount of the refund to which it was entitled.
The remaining Court of Claims action was litigated in a trial that commenced on February 16, 2016. On February 21, 2017, the Court of Claims issued its opinion in which it dismissed the case brought by the WMI Group with prejudice; as such, the WMI Group could not amend the complaint to address any alleged deficiencies. The Court of Claims held that the WMI Group did not meet the burden of proof as to the value of the acquired intangibles and that the Court of Claims was unable to allocate the purchase price among the acquired intangibles. On April 20, 2017, the WMI Group filed an appeal of this decision with the United States Court of Appeals for the Federal Circuit (the “Court of Appeals”).The hearing before the Court of Appeals was held on May 2, 2018. On June 4, 2018, the Court of Appeals issued its ruling in which it affirmed the decision of the Court of Claims. On July 19, 2018, the Trust filed a petition for rehearing en banc with the United States Court of Appeals for the Federal Circuit. On September 13, 2018, the United States Court of Appeals for the Federal Circuit denied the motion for rehearing. No further action on the Court of Claims action is anticipated and the value of the tax litigation is $0.
WMB Subordinated Debt Misrepresentation Claims
Holders of WMB Subordinated Notes Claims filed proofs of claim against the Debtors in their Chapter 11 Cases seeking payment of allegedly outstanding amounts due on such notes and asserting multiple other claims, including, but not limited to, misrepresentations and omissions under the applicable securities laws (the “Misrepresentation Claims”).
12
By orders, dated December 29, 2011, the Bankruptcy Court held that the Misrepresentation Claims should be subordinated pursuant to section 510(b) of the Bankruptcy Code. Accordingly, holders of Misrepresentation Claims would be entitled to receive their Pro Rata Share of Liquidating Trust Interests only if their Misrepresentation Claims were deemed Allowed Claims and recoveries were to reach Class 18 (Subordinated Claims). The Bankruptcy Court expressly preserved the rights and defenses of all parties, including the Debtors’ with respect to the validity and amount of the WMB Subordinated Notes Claims, including the Misrepresentation Claims.
By order, dated January 19, 2012, the Bankruptcy Court approved a stipulation and agreement by and among the Debtors and certain holders of WMB Notes Claims (as defined in the Plan) that asserted Misrepresentation Claims, providing, among other things, that such holders would receive an Allowed Subordinated Claim (as defined in the Plan) in the aggregate amount of $15 million on account of the claims asserted by such claimants and, furthermore, that such claimants withdraw, with prejudice, any appeal of the Court’s order. The Trust believes that the majority of the outstanding Misrepresentation Claims have been resolved pursuant to such settlement agreement. The remaining holders of Misrepresentation Claims remain unliquidated and disputed.
As previously discussed, with the distribution on February 25, 2019, LTI holders in Tranche 4 were paid in full; therefore, recoveries may be available for Class 18 claimants. The status of Misrepresentation Claims will need to be determined (e.g. allowed, disallowed or estimated) prior to making any future distributions. Therefore, the Trust intends to litigate its prior objections to those claims.
Mortgage Pass-Through Litigation
On August 4, 2008, New Orleans Employees’ Retirement System and MARTA/ATU Local 732 Employees Retirement Plan (together, the “Mortgage Pass-Through Claimants”), on their own behalf and on behalf of a class of persons and entities who purchased certain mortgage-backed certificates issued by twenty-six Washington Mutual Mortgage Pass-Through Trusts (the “Pass-Through Trusts”) pursuant to a registration statement filed by WaMu Asset Acceptance Corp. (“WMAAC”), a wholly-owned subsidiary of WMB, with the SEC on December 20, 2005, as supplemented on January 3, 2006, commenced that certain action styled as New Orleans Employees’ Retirement System, et al. v. Federal Deposit Insurance Corporation, et al., No. C09-134RSM (W.D. Wash.) in Washington state court against WMI, WMAAC, the Pass-Through Trusts, and certain individual defendants alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act, 15 U.S.C. § 77a, et seq. (the “Mortgage Pass-Through Litigation”).
On January 12, 2009, Boilermakers National Annuity Trust Fund (“Boilermakers”) filed a complaint in the Washington District Court captioned Boilermakers National Annuity Trust Fund v. WaMu Mortgage Pass-Through Certificates, et al., Case No. 09-0037 (the “Boilermakers’ Complaint”). Like the original complaint filed by the Mortgage Pass-Through Claimants, the Boilermakers’ Complaint asserted claims under the Securities Act in connection with certain certificates. On February 19, 2009, the defendants moved to consolidate their lawsuit with the Mortgage Pass-Through Litigation, and; on August 14, 2009, the W.D. Washington District Court ordered consolidation of three (3) related cases – the Boilermakers’ action, the original Mortgage Pass-Through Claimants’ action, and a third related action (as consolidated, the “Boilermakers Consolidated Action”).
On March 30, 2009, the Mortgage Pass-Through Claimants filed a proof of claim against WMI in WMI’s chapter 11 case in the amount of $39.8 billion. The court appointed The Policemen’s Annuity and Benefit Fund for the City of Chicago (the “Chicago PABF”) as Lead Plaintiff for the Boilermakers Consolidated Action on October 23, 2009, and; on January 18, 2010, the Chicago PABF filed an amended proof of claim against WMI, reflecting the then-current claims based upon the causes of action alleged in the Boilermakers Consolidated Complaint. The amended proof of claim superseded the March 30, 2009 proof of claim. The Debtors objected to the amended proof of claim on various grounds including that the state law claims were preempted, that the claimants failed to establish loss causation, that WMI was not a controlling person to any entities that committed securities violations, that there were no underlying securities law violations, that the federal claims were barred by the statute of limitations, and that, because WMI was removed as a defendant in the Mortgage Pass-Through Litigation, which litigation gives rise to the proof of claim, the Debtors should not have any liability with respect to the allegations contained in the lawsuit.
Pursuant to that certain Stipulation Resolving Debtors’ Amended Thirty-Second Omnibus (Substantive) Objection With Respect to Claim Nos. 3812 and 2689, dated November 23, 2010, by and among the Debtors, MARTA/ATU Local 732 Employees Retirement Plan, individually, and Chicago PABF and Doral Bank, as lead plaintiffs on behalf of the putative class in the Boilermakers Consolidated Action (the “Stipulation”), the parties thereto agreed that certain claims filed by and on behalf of the plaintiffs would be withdrawn, without prejudice to the re-filing of such claims in the event that a plan was filed that would provide recovery to holders of Allowed Subordinated Claims (as defined in the Plan). Certain of the plaintiffs argued that they were permitted to re-file their claims because the Plan provides for a conditional distribution to holders of Allowed Subordinated Claims. In the plaintiffs’ objection to the Disclosure Statement, filed January 4, 2012, the plaintiffs asserted that they are entitled to re-file their claims as General Unsecured Claims rather than as Subordinated Claims. On January 10, 2012, Chicago PABF, Doral Bank, and Boilermakers asserted a new proof of claim, asserted in the amount of “at least $273 million,” on behalf of the class in the Boilermakers Consolidated Action. The Trust disputed the new proof of claim and was required to reserve $435.0 million with respect to the estimated claim until resolved. On May 16, 2012, the Bankruptcy Court, citing the Stipulation, found that the plaintiffs’ new proofs of claim had been filed prematurely, and stated that the claimants would be allowed to re-file their proof of claim only if and when recoveries are available to Subordinated Claim holders (Class 18). Additionally, the Bankruptcy Court denied the plaintiffs’ motion to classify such claim as a general unsecured claim, reserving such determination pending the filing of a proof of claim, and allowed the Trust to release $406.0 million of the $435.0 million which was reserved in connection therewith. On February 25, 2019, the Trust initiated a distribution of approximately $50.0 million to LTI Holders. After giving effect to such distribution, LTIs in Tranche 4 were paid in full. As a result, the Trust believes that the aforementioned Claimant is now permitted to re-file its proof of claim. Any such re-filing, and the ultimate resolution of any such claim (including the priority status thereof), may affect the amount, if any, of distributions that would otherwise be available to, among others, holders of Equity Interests.
As of December 31, 2018, the DCR held $66.6 million in reserve on account of Employee Claims, plus $1.5 million in reserve for employer taxes had the claims been allowed, with the aggregate remaining amount of those claims totaling $61.5 million after the application of the Section 502(b)(7) cap. As a result of the Employee Claims order, dated February 1, 2019, the DCR released approximately $68.3 million to be unencumbered Trust Assets. Subsequently, the Trust made a distribution of $50.0 million to LTI holders. See discussion of Impact of Subsequent Event on Financial Results in Item 7 of this report.
As discussed herein, on February 1, 2019, the Court entered the Order (as defined below) granting the Trust Motion (as defined below), subject to a stay of the effectiveness of the Order for twenty-one (21) days to allow the claimants to file a notice of appeal to the Court. No such appeal was filed. As a result, on the Order’s effective date of February 25, 2019, the DCR released approximately $68.3 million to become unencumbered Trust Assets. After giving effect to the foregoing, the net asset balance in the DCR was approximately $23,600 and the LTI balance in the DCR was $0.
If and when distributions from the Trust become available to Trust Beneficiaries who have not received LTIs to date, additional LTIs will be issued to effectuate future distributions. As of December 31, 2018, Allowed Class 18 (Subordinated Claims) totaled $38.2 million, plus $8.4 million of post-petition interest. Disputed claims related to Class 18 must be addressed prior to distributing additional LTIs or making further cash distributions. Any additional release of net assets or the cancellation of an LTI balance Disputed Claims Reserve would increase the net asset value per LTI that is available for the holder of Allowed Claims. The following discussion relates to the status of current legal proceedings related to material disputed claims.
Subordinated claims will be paid prior to any distribution to former holders of equity interests in WMI.
Trust Beneficiaries who were projected to receive value on account of their Allowed Claims against the Debtors have been issued LTIs evidencing their right to receive distributions from the Trust if, and to the extent, sufficient cash is available with respect thereto. If and when distributions from the Trust become available to Trust Beneficiaries who have not received LTIs to date, additional LTIs will be issued to such Trust Beneficiaries in accordance with the Plan and the distribution priorities that are summarized in Annex C of the Trust Agreement.
Pursuant to the Plan, holders of claims in Class 18 (“Subordinated Claims”) will receive distributions before the holders of claims in Classes 19, 21 and 22 (the former holders of equity interests in WMI (“Equity Interests”)). As of December 31, 2018, outstanding allowed Subordinated Claims totaled $38.2 million and $8.4 million of post-petition interest. In addition, during the Debtor’s bankruptcy proceedings, the Bankruptcy Court ordered that certain Class 17B claims (defined in the Plan as WMB Subordinated Notes Claims) be subordinated to the level of Class 18. Such Class 17B claims remain disputed and unliquidated. The allowance of any Subordinated Claims (including WMB Subordinated Notes Claims) would affect the amount, if any, of distributions that would otherwise be available to the holders of Equity Interests. For additional information regarding these matters, see Item 3 of this Form 10-K under “WMB Subordinated Debt Misrepresentation Claims.”
Furthermore, and as discussed in more detail in Item 3 of this Form 10-K under “Mortgage Pass-Through Litigation”, the Bankruptcy Court has indicated that it will allow one Claimant to re-file its proof of claim as either a General Unsecured Claim (as defined in the Plan) or a Subordinated Claim, as determined by the Court, when recoveries become available to holders of Subordinated Claims. On February 25, 2019, the Trust initiated a distribution of approximately $50.0 million to LTI Holders. After giving effect to such distribution, LTIs in Tranche 4 (as defined below or the Plan) were paid in full. As a result, the Trust believes that the aforementioned Claimant is now permitted to re-file its proof of claim. Any such re-filing, and the ultimate resolution of any such claim (including the priority status thereof), may affect the amount, if any, of distributions that would otherwise be available to holders of Subordinated Claims, as well as holders of Equity Interests.
Based on currently projected values for the Trust Assets, the amount of allowed and disputed Subordinated Claims and costs associated with administering the Trust, management currently believes it is unlikely that the Trust will make any cash distributions to holders of Equity Interests.
https://www.sec.gov/Archives/edgar/data/1545078/000119312519092649/d658548d10k.htm
FORM 10-K
For the fiscal year ended December 31, 2018
WMI LIQUIDATING TRUST
Investen,
Im not following it so closely, IMO as losng as there is cash in the debtors lawyers of both parts will continue to waste time (and money), when cash is almost finished a definitive POR / POL, probably POR if Tax assets want to be kept, will be approved
Just my 2 cents, just my opinion, GL
Hopefully, let's see :)
668. Courts Notice or Order and BNC Certificate of Mailing (related document(s)[667] Order on Application to Employ). No. of Notices: 8. Notice Date 03/16/2019.
667 ORDER AUTHORIZING EMPLOYMENT OF HOGAN LOVELLS USA LLP AS ATTORNEYS FOR THE TRUSTEE; Granting Application to Employ (related document(s):[661] Application to Employ).
Crimes have an "expiration" period, after which those who commited the crimes are free in any case...
crimes were commited in 2011, right?
Those delaying this... are they doing it for this reason?
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF COLORADO
In re: )
)
UNITED WESTERN BANCORP, INC., ) Case No. 12-13815 TBM
EIN: 84-1233716 ) Chapter 7
)
Debtor. )
____________________________________________________________________________
APPLICATION TO EMPLOY HOGAN LOVELLS US LLP
AS ATTORNEYS FOR THE TRUSTEE
Simon E. Rodriguez, Chapter 7 Trustee of the Bankruptcy Estate of United Western
Bancorp, Inc. (the “Trustee”) by and through his counsel, hereby applies to this Court for
authorization to employ the law firm of Hogan Lovells US LLP (“HL”) as attorneys for the
Trustee, and states as follows:
1. On March 2, 2012, United Western Bancorp, Inc. (“the Debtor”) filed its
voluntary petition for relief in bankruptcy under Chapter 11. From March 2, 2012 to April 15,
2013, the Debtor operated as a debtor-in-possession. On April 15, 2013, the Bankruptcy Court
entered an Order converting the Debtor’s bankruptcy case to a case under Chapter 7 of the
Bankruptcy Code.
2. Simon E. Rodriguez is the duly appointed Chapter 7 trustee of the Debtor’s
bankruptcy estate.
3. There is a dispute between the estate and the Federal Deposit Insurance
Corporation (“FDIC”), as Receiver for United Western Bank (the “Bank”) regarding the
ownership of a $4,081,334.67 tax refund paid by the U.S. Internal Revenue Service (“IRS”) to
the Debtor (the “Tax Refund” or “Refund”), which is currently on deposit in the Registry of the
Court, pending resolution of the dispute. The Bank is a subsidiary of the Debtor, which files
consolidated tax returns on behalf of a consolidated group, including the Bank. The handling of
the refund is governed by an agreement the Debtor, the Bank and the rest of the members of the
consolidated group entered into, the Tax Allocation Agreement (“TAA”) dated January 1, 2008.
The Trustee’s position is the TAA establishes a debtor-creditor relationship between Debtor and
the Bank with respect to any tax refunds. The FDIC’s position is that it owns the Tax Refund.
4. The Trustee commenced an Adversary Proceeding concerning the FDIC’s claim
and the Tax Refund, Rodriguez v. FDIC (In Re United Western Bancorp, Inc.), Adv. Proc. No.
14-01191 TBM on April 16, 2014. This Court entered summary judgment in favor of the
Trustee and against the FDIC on September 16, 2016. The FDIC appealed this judgment to the
U.S. District Court for the District of Colorado (the “District Court”). On July 10, 2017 the
Case:12-13815-TBM Doc#:661 Filed:03/04/19 Entered:03/04/19 15:49:21 Page1 of 5
2
District Court reversed the judgment of the Bankruptcy Court. The Trustee appealed this order
to the U.S. Court of Appeals for the Tenth Circuit (the “Tenth Circuit”). On June 19, 2018 the
Tenth Circuit affirmed the District Court. On January 29, 2019, the Tenth Circuit granted in part
and denied in part the Trustee’s Petition for Rehearing and issued a revised opinion.
5. The Trustee desires to employ HL to investigate grounds for and the advisability
of filing a Petition for Certiorari to the U.S. Supreme Court (“Petition”) and, if advisable, file a
Petition and if granted prosecute an appeal to the Supreme Court. The Trustee anticipates that
Neal Katyal and Mitchell Reich of HL will supervise or provide most of these services.
6. At present, due to a pending and unresolved administrative claim, the estate has
no assets with which to fund a Petition and appeal to the Supreme Court. HL has agreed to
provide their services on a contingent fee basis. HL requests that this Court specifically approve
of the Trustee’s execution of a Contingent Fee Agreement between HL and the estate,
authorizing HL to be compensated on a contingency fee basis. A copy of the agreement is
attached hereto as Exhibit A.
7. The contingent fee agreement provides that HL will receive thirty five percent
(35%) of any monies recovered by the estate.
8. The Trustee believes that approval of this application under 11 U.S.C. § 327(a) is
in the best interest of the estate.
9. To the best of the Trustee’s knowledge, the firm and its employees have no
connection or conflict of interest with the bankruptcy estate, the Debtor, creditors, any other
party in interest, their respective attorneys and accountants, the United States Trustee's office, or
any person employed in the office of the United States Trustee. Although it does not constitute a
conflict of interest, in the interest of full disclosure, the Trustee discloses that HL represents
defendant Lloyds Banking Group (“LBG”) in a lawsuit in which the FDIC, as Receiver for
United Western Bank, among other FDIC bank receiverships, is a plaintiff, Federal Deposit
Insurance Corporation as Receiver for Amcore Bank, N.A. v. Bank of America Corporation,
Case No. 1:14-cv-01757-NRB, MDL No. 2262 (S.D.N.Y.). FDIC as Receiver for United
Western Bank is adverse to LBG in this lawsuit.
10. HL are disinterested persons qualified to be employed under § 327(a) and
F.R.B.P. 2014(a). See Affidavit of Neal Katyal, attached hereto as Exhibit B. 1
11. HL is aware of the provisions of 11 U.S.C. § 328(a) and has agreed,
notwithstanding the terms and conditions of employment set forth herein, that the Court may
allow compensation different from the compensation provided for herein if such terms and
1. Please note that the Schedule A referenced in the Katyal Affidavit is the Schedule A attached to the Affidavit.
Case:12-13815-TBM Doc#:661 Filed:03/04/19 Entered:03/04/19 15:49:21 Page2 of 5
3
conditions prove to have been improvident in light of developments not anticipated at the time of
the fixing of such terms and conditions.
12. HL requests its employment be approved effective as of March 4, 2019.
13. HL will seek approval of its compensation and reimbursement of expenses by
separate application in accordance with the Bankruptcy Code and Rules.
WHEREFORE, the Trustee respectfully requests the Court to enter its Order authorizing
him to enter into a contingent fee agreement under 11 U.S.C. § 327(a) with Hogan Lovells USA
LLP to represent the estate as counsel in connection with certain potential litigation described
above on a contingent fee basis effective as of March 4, 2019, with such compensation for legal
services to be paid as an administrative expense in such amounts as this Court may hereafter
determine and allow.
DATED: March 4, 2019.
Respectfully submitted,
IRELAND STAPLETON PRYOR & PASCOE, PC
/s/ Mark E. Haynes
Mark E. Haynes, #12312
717 17th Street, Suite 2800
Denver, Colorado 80202
Telephone: (303) 623-2700
Facsimile: (303) 623-2062
Email: mhaynes@irelandstapleton.com
Attorneys for Simon E. Rodriguez, Chapter 7
Trustee
Case:12-13815-TBM Doc#:661 Filed:03/04/19 Entered:03/04/19 15:49:21 Page3 of 5
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CERTIFICATE OF MAILING
I hereby certify that on March 4, 2019, a true copy of the foregoing was served by
depositing same in the United States mail, postage prepaid and properly addressed to:
U.S. Trustee’s Office
1961 Stout Street, Suite 12-200
Denver, CO 80294
Attn: Alan K. Motes, Esq.
Ethan Birnberg, Esq.
600 17th St., Suite 1800 South
Denver, CO 80202
Theodore Brin, Esq.
1601 Blake St., Suite 305
Denver, CO 80202
Angela D. Dodd, Esq.
U.S. Securities & Exchange Commission
175 W. Jackson Blvd., Suite 900
Chicago, IL 60604
Maria J. Flora, Esq.
1763 Franklin St.
Denver, CO 80218
Caroline C. Fuller, Esq.
1801 California St., Suite 2600
Denver, CO 80202
Jessica Kumar, Esq.
155 N. Wacker Dr., Suite 3200
Chicago, IL 60606
Mark A. Larson, Esq.
1600 Stout Street, Suite 1100
Denver, CO 80202
Mark A. Larson, Esq.
Larson Law Firm, LLC.
950 Spruce St., Ste. 1C
Louisville, CO 80027
Joel Laufer, Esq.
5290 DTC Pkwy, Suite 150
Englewood, CO 80111
Jeffrey M. Lippa, Esq.
1200 17th St., Suite 2400
Denver, CO 80202
Robert A. McDermott, Esq.
201 W. Colfax Ave., Dep’t. 1207
Denver, CO 80202
Brendon C. Reese, Esq.
1300 Broadway, 8th Floor
Denver, CO 80203
Jared S. Roach, Esq.
Reed Smith, LLP
225 Fifth Avenue
Pittsburgh, PA 15222
Matthew D. Skeen, Esq.
P.O. Box 218
Georgetown, CO 80444
Paul G. Urtz, Esq.
1660 Lincoln St., Suite 2850
Denver, CO 80264
Case:12-13815-TBM Doc#:661 Filed:03/04/19 Entered:03/04/19 15:49:21 Page4 of 5
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John F. Young, Esq.
1700 Lincoln St., Suite 4550
Denver, CO 80203
/s/ Mark E. Haynes
Mark E. Haynes
Case:12-13815-TBM Doc#:661 Filed:03/04/19 Entered:03/04
https://www.courtlistener.com/recap/gov.uscourts.cob.364850/gov.uscourts.cob.364850.661.0.pdf
this is connected to our (FNBCQ) tax assets as well, and the battle is not over, so good news for FNBCQ so far
Thanks so much for sharing document 661 Eli´s Gone¡¡
we had three new documents
661 03/04/2019 Application to Employ Hogan Lovells US LLP as Attorneys Filed by Mark E. Haynes on behalf of Simon E. Rodriguez.
662 03/04/2019 9013-1.1 Notice Filed by Mark E. Haynes on behalf of Simon E. Rodriguez (related document(s):[661] Application to Employ). 9013 Objections due by 3/11/2019 for [661].
663 03/04/2019 Motion to Shorten Time Filed by Mark E. Haynes on behalf of Simon E. Rodriguez (related document(s)[662] 9013-1.1 Notice).
https://www.docketbird.com/court-cases/United-Western-Bancorp-Inc/cob-1:2012-bk-13815
https://www.holdingschannel.com/all/stocks-held-by-centerbridge-partners-l-p/
MR COOPER GROUP INC 246,227 +246,227 $2,874
HORNBECK OFFSHORE SVCS INC N 366,984 UNCH $529
TRANSOCEAN LTD $-17,350
Put 2,500,000 +500,000 $17,350
GENWORTH FINL INC +813,000 $-17,834
Put 3,827,100 +3,014,100 $17,834
DIEBOLD NXDF INC $0 (exited)
DBD 0 -450,000 $0
IRSA INVERSIONES Y REP S A $0 (exited)
IRS 0 -100,600 $0
MIDSTATES PETE CO INC $0 (exited)
MPO 0 -1,352,462 $0
OI S A $0 (exited)
OIBR.C 0 -4,085,520 $0
WMIH CORP $0 (exited)
WMIH 0 -27,576,874 $0
wmih down -27,576,874
mr cooper up 246,227 (x12 = 2,954,724 number of pre reverse split wmih equivalent shares )
If the info is correct they are down 89,285500597348343398167609570251%
please see also:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=144951476
I agree but the argument, {including that Appaloosa is very probably down 21% : please see https://investorshub.advfn.com/boards/read_msg.aspx?message_id=146862006 } more than positive for escrow is negative for COOP;
Time will tell
So David Tepper's Appaloosa is down
21,215003162644829489137029557179 %
https://www.sec.gov/Archives/edgar/data/1656456/000165645618000007/xslForm13F_X01/Form13FInfoTable.xml
vs
https://www.sec.gov/Archives/edgar/data/1656456/000165645619000004/xslForm13F_X01/Form13FInfoTable.xml
In both links:
The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13F
FORM 13F INFORMATION TABLE
OMB APPROVAL
OMB Number: 3235-0006
Expires: Oct 31, 2018
Estimated average burden
hours per response: 23.8
expiration date seems to be wrong in thge second link...
So David Tepper's Appaloosa is very probably down
21,215003162644829489137029557179 %
https://www.sec.gov/Archives/edgar/data/1656456/000165645619000004/0001656456-19-000004-index.htm
{ Filing Date
2019-02-14
Accepted
2019-02-14 16:05:05
Documents
2
Period of Report
2018-12-31
Effectiveness Date
2019-02-14 }
https://www.sec.gov/Archives/edgar/data/1656456/000165645619000004/xslForm13F_X01/Form13FInfoTable.xml
MR COOPER GROUP INC COM 62482R107 47,917 4,105,997 SH SOLE N/A 4,105,997 0 0
4,105,997 x 12 (equivalent pre reverse split shares of Appaloosa) = 49,271,964 vs 62,767,086 in last report (see also https://www.sec.gov/Archives/edgar/data/1656456/000165645618000007/0001656456-18-000007-index.htm ), this is, if confirmed (i may be wrong) really big clue
I mean, tepper was and is in the know AND is IMO a winner, thoughas always, time will tell ;)
https://www.holdingschannel.com/all/stocks-held-by-centerbridge-partners-l-p/
also, id this info about Centerbridge correct??
I guess the following info is wrong, I mean Appaloosa is missing, but big clue if this info is correct (please see:
https://www.holdingschannel.com/funds/holding-coop/
Holder Amount Position Size
($ in 1000's) As of
Kohlberg Kravis Roberts & Co. L.P. 14,773,245 $172,404 12/31/2018
Diamond Hill Capital Management Inc. 7,382,185 $86,150 12/31/2018
Greywolf Capital Management LP 5,403,674 $63,061 12/31/2018
BlackRock Inc. 4,621,115 $53,929 12/31/2018
Rubric Capital Management LP 4,100,000 $47,847 12/31/2018
Serengeti Asset Management LP 3,000,000 $35,010 12/31/2018
Inherent Group LP 2,920,480 $34,082 12/31/2018
Vanguard Group Inc 2,812,856 $32,825 12/31/2018
Vaughan Nelson Investment Management L.P. 2,750,371 $32,097 12/31/2018
Requisite Energy Fund I LP 2,601,483 $30,359 12/31/2018
State Street Corp 1,807,411 $21,092 12/31/2018
Omega Advisors Inc. 1,663,000 $19,407 12/31/2018
Carlson Capital L P 1,652,330 $19,283 12/31/2018
Dimensional Fund Advisors LP 1,073,739 $12,531 12/31/2018
Thompson Siegel & Walmsley LLC 799,651 $9,332 12/31/2018
Cobalt Capital Management Inc. 760,000 $8,869 12/31/2018
Northern Trust Corp 751,493 $8,770 12/31/2018
GVO Asset Management Ltd 725,473 $8,466 12/31/2018
Goldman Sachs Group Inc. 525,486 $6,133 12/31/2018
Bank of America Corp DE 516,007 $6,022 12/31/2018
Geode Capital Management LLC 504,852 $5,891 12/31/2018
Scoggin Management LP 500,000 $5,835 12/31/2018
Wells Fargo & Company MN 424,838 $4,958 12/31/2018
Man Group plc 374,367 $4,369 12/31/2018
CQS Cayman LP 350,000 $4,085 12/31/2018
Morgan Stanley 330,445 $3,856 12/31/2018
Oxford Asset Management LLP 328,662 $3,835 12/31/2018
Wellington Management Group LLP 325,169 $3,795 12/31/2018
Birch Run Capital Advisors LP 325,169 $3,795 12/31/2018
Adirondack Research & Management Inc. 290,247 $3,387 12/31/2018
Bank of New York Mellon Corp 267,248 $3,119 12/31/2018
TIAA CREF Investment Management LLC 250,026 $2,918 12/31/2018
One Tusk Investment Partners LP 250,000 $2,918 12/31/2018
Centerbridge Partners L.P. 246,227 $2,874 12/31/2018
Charles Schwab Investment Management Inc. 240,372 $2,806 12/31/2018
Bridgeway Capital Management Inc. 197,547 $2,305 12/31/2018
Parametric Portfolio Associates LLC 188,883 $2,204 12/31/2018
Natixis Advisors L.P. 165,590 $1,932 12/31/2018
Swiss National Bank 136,500 $1,593 12/31/2018
Teachers Advisors LLC 132,659 $1,548 12/31/2018
Ellington Management Group LLC 116,865 $1,364 12/31/2018
California State Teachers Retirement System 116,465 $1,359 12/31/2018
Rhumbline Advisers 105,154 $1,227 12/31/2018
Deutsche Bank AG 99,240 $1,157 12/31/2018
Wittenberg Investment Management Inc. 90,128 $1,052 12/31/2018
Arrowstreet Capital Limited Partnership 88,638 $1,034 12/31/2018
Alliancebernstein L.P. 86,329 $1,007 12/31/2018
Credit Suisse AG 64,186 $750 12/31/2018
Quinn Opportunity Partners LLC 61,827 $722 12/31/2018
Bogle Investment Management L P DE 61,780 $721 12/31/2018
Balyasny Asset Management LLC 61,654 $720 12/31/2018
Strs Ohio 60,100 $701 12/31/2018
Voya Investment Management LLC 57,944 $676 12/31/2018
A.R.T. Advisors LLC 57,463 $671 12/31/2018
Zebra Capital Management LLC 57,104 $666 12/31/2018
Virginia Retirement Systems ET AL 52,400 $612 12/31/2018
Dupont Capital Management Corp 52,315 $611 12/31/2018
Jabodon PT Co. 51,685 $603 12/31/2018
American International Group Inc. 48,989 $572 12/31/2018
Monashee Investment Management LLC 44,251 $516 12/31/2018
Eaton Vance Management 42,597 $497 12/31/2018
UBS Asset Management Americas Inc. 41,621 $486 12/31/2018
Proxima Capital Management LLC 41,540 $485 12/31/2018
Cubist Systematic Strategies LLC 38,070 $444 12/31/2018
Barclays PLC 36,691 $428 12/31/2018
Hillsdale Investment Management Inc. 35,700 $417 12/31/2018
MetLife Investment Advisors LLC 33,464 $391 12/31/2018
AQR Capital Management LLC 31,560 $368 12/31/2018
Los Angeles Capital Management & Equity Research Inc. 29,470 $344 12/31/2018
New York State Common Retirement Fund 28,888 $337 12/31/2018
State Board of Administration of Florida Retirement System 28,292 $330 12/31/2018
Stifel Financial Corp 27,879 $325 12/31/2018
Metropolitan Life Insurance Co. NY 24,512 $286 12/31/2018
California Public Employees Retirement System 24,331 $284 12/31/2018
The Manufacturers Life Insurance Company 23,248 $271 12/31/2018
Stratos Wealth Partners LTD. 20,847 $243 12/31/2018
Citigroup Inc. 19,430 $227 12/31/2018
JPMorgan Chase & Co. 19,007 $222 12/31/2018
Regent Investment Management LLC 15,382 $180 12/31/2018
Levin Capital Strategies L.P. 13,923 $162 12/31/2018
Meeder Asset Management Inc. 13,552 $158 12/31/2018
NumerixS Investment Technologies Inc 13,200 $155 12/31/2018
State of Tennessee Treasury Department 13,179 $154 12/31/2018
Jefferies Group LLC 12,316 $144 12/31/2018
Invesco Ltd. 11,184 $131 12/31/2018
Gerber Kawasaki Wealth & Investment Management 10,786 $125 12/31/2018
Virtu Financial LLC 10,584 $124 12/31/2018
Great West Life Assurance Co. Can 8,843 $99 12/31/2018
American National Bank 8,263 $96 12/31/2018
UBS Group AG 6,627 $77 12/31/2018
Ameritas Investment Partners Inc. 6,138 $72 12/31/2018
Marshall Wace LLP 5,624 $66 12/31/2018
Zurcher Kantonalbank Zurich Cantonalbank 4,768 $56 12/31/2018
Quantbot Technologies LP 4,000 $46 12/31/2018
Bronfman E.L. Rothschild L.P. 3,903 $46 12/31/2018
PNC Financial Services Group Inc. 2,346 $28 12/31/2018
FMR LLC 1,848 $22 12/31/2018
Royal Bank of Canada 1,417 $16 12/31/2018
Bank of Montreal Can 1,051 $12 12/31/2018
WealthTrust Arizona LLC 999 $12 12/31/2018
Financial Advocates Investment Management 10 $8 12/31/2018
Group One Trading L.P. 527 $6 12/31/2018
Nisa Investment Advisors LLC 457 $5 12/31/2018
Catalyst Capital Advisors LLC 420 $5 12/31/2018
Federated Investors Inc. PA 215 $3 12/31/2018
Northwestern Mutual Wealth Management Co. 289 $3 12/31/2018
Pinebridge Investments L.P. 214 $3 12/31/2018
TCI Wealth Advisors Inc. 202 $2 12/31/2018
Point72 Hong Kong Ltd 163 $2 12/31/2018
Financial Gravity Companies Inc. 87 $1 12/31/2018
QS Investors LLC 81 $1 12/31/2018
Advisor Group Inc. 107 $1 12/31/2018
Financial Gravity Wealth Inc. 85 $1 09/30/2018
Huntington National Bank 1 $0 12/31/2018
First Manhattan Co. 2 $0 12/31/2018
Proequities Inc. $0 12/31/2018
Put 0 $0 12/31/2018
Call 0 $0 12/31/2018
COOP 0 $0 12/31/2018
Ameritas Investment Corp 2 $0 12/31/2018
Princeton Capital Management LLC 3 $0 12/31/2018
Credit Agricole S A 9 $0 12/31/2018
Truehand Inc 2 $0 12/31/2018
North Star Investment Management Corp. 3 $0 12/31/2018
Estabrook Capital Management 3 $0 12/31/2018
Signaturefd LLC 37 $0 12/31/2018
Ipswich Investment Management Co. Inc. 1 $0 12/31/2018
Captrust Financial Advisors 1 $0 12/31/2018
Cutler Group LP 20 $0 12/31/2018
Hanson McClain Inc. 3 $0 12/31/2018
Quadrant Capital Group LLC 32 $0 12/31/2018
Parallel Advisors LLC 4 $0 12/31/2018
Trustcore Financial Services LLC 1 $0 12/31/2018
See Summary: Institutional Holders of COOP
See Details: Top 10 Hedge Funds Holding COOP
Also See: COOP Holdings Changes
You are wellcome :)
Thanks for the aditional info provided Dmdmd2020
I believe we will see more SC 13G and SC 13G/A filings in the coming days (and with them a bigger and clearer picture)
GL
https://www.sec.gov/Archives/edgar/data/933136/000117266119000899/greywolf-coop123118a7.htm
Greywolf:
** The reporting persons making this filing hold an aggregate of 5,403,674 Shares, which is 5.95% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
So basically and IMO, the change in number of shares is due to the reverse split but they hold exactly the same than in the previous report (Greywolf Capital Management LP : 64,844,121 shares / 1,089,679,818 shares = 5.95% )
So far barking has brought [zero/nil/0/]share to the UWBKQ trannies/rats ...
Biting is not elegant nor necessary ...,a smart guy has many options in between
We need different inputs to obtain different outputs, right??
JMHO, GL
Yes Investen,
I hope and expect that too, NOLs (in the range of 35 to 50 USD a share) are huge and I believe they will take them with the reorg company; from previous experience IMO they will include commons in the reorg company for that
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NewToGame
Do You mean that the POL will be terminated and voted much sooner but cash will be distributed no sooner than 2021?
Why ten years (after the P&AA was signed) in your opinion?
TIA