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The Accumulation /Distribution indicator I have not seen like this before . All morning the A/D indicator has be head north HARD! Do let them take your share and shake your tree.
Interpretation
The accumulation/distribution line may be used as an indicator to confirm whether a security is trending. If a security is in a strong downtrend or uptrend, the accumulation/distribution likely follows the direction of the price movements, and therefore, confirms the downtrend or uptrend. If the accumulation/distribution line and a security's price are diverging, it may be a bullish or bearish signal.
If a security's price is in a downtrend while the accumulation/distribution line is in an uptrend, the indicator shows there may be buying pressure and the security's price may reverse. Consequently, the security may reverse and trend up. Conversely, if a security's price is in an uptrend while the accumulation/distribution line is in a downtrend, the indicator shows there may be selling pressure, or high distribution. This may cause the security's price to reverse and turn into a downtrend.
Accumulation Regards,
B
balance sheet for financial reporting purposes primarily because an
affiliate of the IDI retains control over
the financial assets, thereby precluding sale accounting treatment under FAS 166. As a result, the safe
harbor provision of the Securitization Rule would
not apply to any transfer in connection with a
securitization that does not qualify for off balance sh
eet treatment, since the transfer would fail to qualify
for sale accounting treatment.
4
On November 12, 2009, the FDIC approved a transiti
onal safe harbor that
permanently grandfathered
securitizations or participations in process throu
gh March 31, 2010 that would have previously qualified
for the safe harbor under the Securitization Rule, bu
t for the changes to accounting standards, and on
March 11, 2010 the FDIC extended that transition
al period through September 30, 2010. The FDIC
issued an Advance Notice of Proposed Rulemaking
(“ANPR”) on December 15, 2009 seeking public
comment of the scope of amendments to the Securiti
zation Rule. The ANPR solicited public comment on
a sample text of an amended Securitization Rule. The FDIC is now proposing further amendments to the
Securitization Rule, based on this sample text and responding to some comments received on the ANPR,
to provide safe harbor protections irrespective of the
legal characterization of the transfer. In response to
comments the FDIC expressly acknowledged that it
does not view the safe harbors provided by the
Securitization Rule as exclusive and that its power
to repudiate a contract is not a power to recover
assets that were previously sold and are no long
er reflected on the books and records of an IDI.
The FDIC believes that the evident defects in ma
ny subprime and other mortgages originated and sold
into securitizations require it to
fulfill its responsibilities
to ensure that reside
ntial mortgage loans and
other financial assets originated
by IDIs are originated for long-term
sustainability. In view of the
accounting changes and the effects they have upon t
he application of the Securitization Rule, the FDIC
believes that it is crucial to provi
de clarification of the application of it
s receivership powers in a way that
reduces the risks to the Deposit Insurance Fund by be
tter aligning the incentives in securitization with
sustainable lending and structured finance transactions
. Therefore, the FDIC is also proposing various
new conditions to the availability of the
safe harbor under the Securitization Rule.
The FDIC recognizes that the scope of the comfort
that would be provided by the revised text of
Rule 360.6 set forth in the May 11, 2010 Notice of Pr
oposed Rulemaking (the “Proposed Rule”), since it is
based on a secured borrowing analysis, is more limited
than what is provided by the Securitization Rule,
but believes that it should promote responsible fina
ncial asset underwriting and
increase transparency in
the market.
Clawmann I beg to differ Regards,
B
Az and the same back to you.
I am still playing catch up as for many years after 2012 I had to focus on my two God given precious souls that THE BIG man so thankfully entrusted to me to do my very best with.
Really appreciate all the sharing and many clues where to research and due some D.D.
The amount of material I have gone thru in a short 6 months is a lot. I can not fathom the amount of gigabytes you have had to read through and dissected.
Again standing and responsible for myself; Thank You AZ! Very kind to take the time to put it on this board out of the goodness of your soul. Thank you kind sir. I know you do not need the validation all the same its just me being grateful:) .
All the best regards,
B
Very good post AZ. Sounds like you feel its going to crack wide open soon.
As you have stated many times your position on Escrow do you feel that the Escrows will be compensated thru quarterly dividends or lump sums and then quarterly payments via the BK trustee or KKR.
Best Regards,
B
Here we go 1.01 Sweet !
Sweet Regards
B
Yes Lodas does. He definitely has the MM's figured out!
Lodas Regards,
B
Defining Safe Harbor Protection for Treatment by the Federal Deposit Insurance Corporation as Conservator or Receiver of Financial Assets Transferred by an Insured Depository Institution in Connection With a Securitization or Participation
Lets Review:
Sullivan Cromwell Explanation
Federal Deposit Insurance Corporation as Conservator or Receiver of Financial Assets
Sheds more light regards,
B
SC 13DA (Activist Investment)File Date 2018-01-09
WMIH Corp. (f/k/a WMI Holdings Corp.)
WMIH / WMIH Corp. / KKR Fund Holdings L.P. - SC 13DA (Activist Investment)
Security WMIH / WMIH Corp.
Form Type SC 13D/A
File Date 2018-01-09
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
SC 13DA (Activist Investment)File Date 2018-01-09
And then there was the the Anomaly. The Dream that came to fruition based upon DD of the Conscious wake time the mind and it's 7th sense.
If were just a dream I would say keep dreaming, but this is real.
Good dream regards,
B
Yeah that would be awesome if that happened!
Exactly Correct Large ! So many forget that fact that it all went to closed chambers, redaction and seal. Rosen got B slapped along with the rest of the Crew. Love to see those docs but I do not believe we will.
Large Regards,
B
One sure as those WAMU securities would be the coveted ESCROW! It appears that way to me.
Trust Regards,
B
The FDIC is a party in the WMB action. However this negotiated agreement settles disputes also arising outside of the the FDIC's. According Page 1 of the agreement (execution copy).
We shall see.
mattchew Regards,
B
Thank you after reading the settlement again,The way I read it it should be coming to us in accordance with the plan . We sure as heck hope so. Like BBANBOB said that is about 75 billion following the 75/25.
Will see regards,
B
There is a "Wholelata" Trusts up in that DB Acct.
Right On BBANBOB!Well said!
Washington Mutual Securities Corp $ Amt.
Does anyone have a total of the Trust $ in the D.B. settlement? Was this already discussed and I missed the dollar value. ?
Thank You regards
B
YES MICHAEL WILLINGHAM IS THE SAME GUY!
WaMu's Equity Takes the Offensive
May. 3.10 | About: WMIH Corp. (WMIH)
Troy Racki
Troy Racki
Deep Value, long only, special situations, long-term horizon
(253 followers)
WaMu’s (WAMUQ.PK) equity is steadily making progress towards dismissing the parent company’s board of directors. On Tuesday, shareholders Michael Willingham and Esopus Creek Value LP filed in Washington State Superior Court a complaint to compel a shareholder’s meeting.
The filing comes after an April 21st hearing where a Delaware bankruptcy judge determined that the bankruptcy code was inapplicable in preventing shareholders from compelling the parent company from holding an annual meeting. At that hearing WaMu argued that if a shareholder’s meeting were allowed the equity could replace its current board of directors, likely jeopardizing the proposed settlement between itself, JP Morgan (NYSE:JPM) and the FDIC that would return $6 billion in cash and tax returns to its estate.
The equity contends however that the board is in need of replacement because they are failing in their fiduciary duty to maximize the estate’s recoveries. While the proposed settlement does return $4 billion of cash and $2 billon of tax returns to WaMu, it forfeits the majority of its $5.6 billion of tax refunds and all of its litigation assets. If pursued WaMu’s litigation would seek a claw back of TPG’s $7 billion April 2008 capital contribution, as well as $3 billion from the sale of preferred securities marketed in December 2007, among other fraudulent conveyance claims. In all the litigation assets have been valued at approximately $20 billion if successfully tried.
WaMu’s equity committee is chaired by Michael Willingham, a Houston accountant whose past experience includes working as an investigator for the US Trustee in the Enron bankruptcy. In the Mirant (MIR) bankruptcy he served as an equity committee member whose keen knowledge of energy trading allowed for an improved company evaluation and eventual recovery for common shareholders in both stock and warrants of the reorganized company. Mirant’s presiding judge, D. Michael Lynn stated of Willingham, "If ever the U.S. Trustee was looking for a poster child for a committee member, [he] should be it. [His] understanding of the case is incredible. Better than many of the lawyers who have participated in it, in fact."
TFSG
?
PHONE: 281-596-8704
Email: MARK@TFSG.NET
TFSG
The Forensic Support Group
Strategic Support In A Cost Effective
Manner
Main Office
Houston Ofice
4543 Post Oak Place
Suite 217
Houston, Texas 77027
New York Office
183 Madison Avenue
Suite 515
New York, New York 10016
Any questions Regards,
B
If you go back to the appointment of the equity for WMI BK proceedings you will see under his disclouser statements he is the same guy That worked on the ENRON PILGRIM MIRANT cases.
Willingham regards,
B
YES Its What he does!! Remember he is sausage hunter
FROM WMIH
Michael L. Willingham
Mr. Willingham has served as a director since March 2012. Since June 2002, Mr. Willingham has been a principal at Willingham Services, which provides consulting advice for a diverse portfolio of clients and constituencies regarding strategic considerations involving complex litigation across a variety of industries, including energy, financial services and varying wholesale/retail products. Mr. Willingham is a member of the Trust Advisory Board and Litigation Subcommittee of WMI Liquidating Trust (the “Trust”). Mr. Willingham chairs the Audit Committee and is a member of the Compensation Committee and the Nominating and Corporate Governance Committee.
FROM TFSG
Mike Willingham has over 15 years of progressive experience in a wide range of engagements including energy trading, risk management, accounting and auditing. During the past eight years, Mr. Willingham has specialized in litigation involving complex financial matters in the energy sector. He has been extensively involved in high profile litigation involving the trading of securities
and commodities gaining him specific experience in derivative transactions, accounting fraud, and complex financial matters. In certain cases, Mr. Willingham has been appointed to the advisory board as an equity committee member functioning as an advocate for shareholders. Mr Willingham has directed entire litigation teams operating as project manager, client and testifying 30B-6 witness. Mr. Willingham is the project strategist for the TFSG review team. He is a Certified Public Accountant and holds a
Bachelor of Science in Accountancy from East Central University.
From Court:
Willingham Offers Litigation Consulting Services to Debtor and Unsecured Creditors’
Committee:
3. Michael Willingham is a licensed certified public accountant, but he does not have a
permit to practice. Willingham Deposition, 22:5-10. He has a litigation consulting business.
Willingham Deposition, 13:20-21; Willingham Resume, UST B.
4. He also served as an equity committee representative in the Mirant and Calpine
bankruptcy cases.
Brown Rudnick and Willingham Meet in the Mirant Case:
5. Brown Rudnick represented the equity committee in Mirant. Willingham Deposition,
16:15-17.
6. After the Court approved a plan in Mirant, Willingham was appointed as the equity
committee’s representative on the board of Mirant Corporation Asset Recovery, LLC (MCAR).
For serving on the board, the MCAR pays him:
a. $25,000 per annum;
b. $1,500 a board meeting;
c. $20,000 a month; and
d. Up to one percent of litigation proceeds.
Willingham Deposition, 19:11-21. The MCAR provided between one quarter and one third of
Willingham’s 2008 income. Willingham Deposition, 20:9-15.
7. When asked whether Brown Rudnick had a role in his employment on the MCAR,
Willingham responded that Brown Rudnick “recommended a couple of people to work as a
board member – that they brought to me to – to interview and to talk about it. So I don’t know if
they had a role in me being selected, but they had a role in bringing people to be selected.”
Willingham Deposition,
Roach58 Good point! Now what is interesting is The B series still in the wind.. if that is to be the case of a share swap.
Interesting Roach
B
Whats Mr. Michael Willingham Been up to:
TFSG.NET
The Forensic Support Group
Strategic Support In A Cost Effective Manner
The following are brief biographical sketches of selected TFSG team members. Additional members' nformation is available depending upon skill - sets requested and within the context of a specific engagement scope.
?
Mike Willingham has over 15 years of progressive experience in a wide range of engagements including energy trading, risk management, accounting and auditing. During the past eight years, Mr. Willingham has specialized in litigation involving complex financial matters in the energy sector. He has been extensively involved in high profile litigation involving the trading of securities
and commodities gaining him specific experience in derivative transactions, accounting fraud, and complex financial matters. In certain cases, Mr. Willingham has been appointed to the advisory board as an equity committee member functioning as an advocate for shareholders. Mr Willingham has directed entire litigation teams operating as project manager, client and testifying 30B-6 witness. Mr. Willingham is the project strategist for the TFSG review team. He is a Certified Public Accountant and holds a
Bachelor of Science in Accountancy from East Central University.
Meet Our Team
Our Clients
Who knows where this ends as far as return but one thing he is not
A dummy! WMI may be a Crowning example of Protecting the Sausage among-st hungry wolves or possibly giving the sausage to the Equity.
However I find it A GIANT LEAP for Mr. Willingham to completely bend over Equity while destroying his reputation and the Company he has built.
Dummy regards,
B
Good point Flow ....it does say Remaining Cash. However what assets do you see converting through the Trust? See I see Escrow AS Qwning WMI
I think its all starting to move as AZ has suggested, but I still am not convinced by any measure we see our payment for Escrow debit paid from the trust.
Respectful Discussion regards,
B
ReikoBlack You Are Correct That is what that Is.
So where does recovery (if) come from ? I don't believe all parties interested would be here for that! 100% agree Trust won't be recovery because it cannot! All of a sudden the Trust dumps a crap bot of billions we all are going to be back in court. The BK plan cannot allow that!
Your are right on.
Right on regards,
B
WELL FOR SURE ! AS I SAID MANY CONTIGENCIES One thing you can derive we are in 2018 I did not see a 202 LMAO
Jan is a real date wether it be now or one year from Now its always been Jan
Happy New Year LuckyPanda Rested, Recharged and Ready to Rock!
LuckyPanda 2018 regards
B
Keys Dates Consolidated "get up to speed baby"
Excellent GAO review
Washington Mutual filed for bankruptcy to receive automatic stay
protection against the seizure or dissipation of the holding company's remaining assets. The holding company's representatives maintain that they did not know which assets were transferred to JPMC when the bank was sold because they did not have access to the purchase and
assumption agreement between FDIC and JPMC, so they wanted to maintain control over the remaining assets. The holding company's subsidiary WMI Investment Corp. also filed for Chapter 11 protection on September
26, and these cases were administratively consolidated into one case.
On May 29, 2009, Washington
Mutual, Inc. filed an answer and counterclaims to this adversary
proceeding asserting ownership of the disputed assets in the deposits
made to Washington Mutual Bank. Additional claims and counterclaims
were made during this period both in D.C. District Court and in the
Bankruptcy Court (District of Delaware).In the meantime, Washington
Mutual, Inc.; JPMC; and FDIC entered into discussions on a settlement to resolve the distribution of assets. [
Key date: Sept. 26, 2008;
Event or activity: Washington Mutual, Inc. files for bankruptcy
protection in the U.S. Bankruptcy Court in Delaware.
Key date: Oct. 3, 2008;
Event or activity: First day of bankruptcy court hearing.
Key date: Dec. 30, 2008;
Event or activity: Washington Mutual, Inc. files proof of claim with
FDIC related to the Washington Mutual Bank receivership.
Key date: Jan. 23, 2009.;
Event or activity: FDIC denies all of the debtors' claims.
Key date: Mar. 20, 2009;
Event or activity: Washington Mutual (debtor) files suit in the D.C.
District Court against FDIC regarding $4 billion in assets FDIC
transferred to JPMC.
Key date: Mar. 24, 2009;
Event or activity: JPMC files suit against Washington Mutual in U.S.
Bankruptcy Court in Delaware over disputed assets in an adversary
proceeding.
Key date: Nov. 6, 2009;
Event or activity: Enactment of the Worker Homeownership and Business
Assistance Act of 2009 permits businesses to use 2008 net operating
losses to receive refunds on taxes paid in prior years.[B]
Key date: Mar. 12, 2010;
Event or activity: Washington Mutual, FDIC, and JPMC announce that
they have reached a settlement regarding the disputed property and
claims (called the global settlement).
Key date: Apr. 12, 2010;
Event or activity: Parties displeased with the global settlement
(which included allocation of the tax refunds) file an adversary
proceeding in the U.S. Bankruptcy Court in Delaware.
Key date: May 21, 2010;
Event or activity: Washington Mutual, Inc. files amended plan of
reorganization and disclosure statement reflecting agreements reached
with FDIC and JPMC.
Key date: July 6, 2010;
Event or activity: Parties displeased with the global settlement file
a different adversary proceeding in the U.S. Bankruptcy Court in
Delaware (known as the Trust Preferred Securities adversary
proceeding).
Key date: July 28, 2010;
Event or activity: The U.S. Bankruptcy Court in Delaware approves the
U.S. Trustee's selection of an examiner to conduct an investigation
into the merits of the various claims of the estate, JPMC, and FDIC
which were being resolved by the global settlement. The examiner
completed his report on November 1, 2010.
Key date: Oct. 6, 2010;
Event or activity: Modification of global settlement plan.
Key date: Jan. 7, 2011;
Event or activity: Denial of summary motion April 12, 2009, adversary
proceeding.
Key date: Mar. 30, 2011;
Event or activity: Approval of disclosure statement and solicitation
procedures for revised plan.
Key date: July 13, 2011;
Event or activity: Scheduled date of confirmation hearing for plan.
Review regards,
B
Its called a legal process.....Yeah you are right I am as dumb as a box of rocks and slow to boot. Legal process you should read up on it sometime.
Process my friend process. Still I am wishing you the Very best that you too find your wamu Gold!
Big Love
Regards,
B
Not so bright...what no wants this investment to start performing?
No hedge funds? No investment Funds?
No KKR?
No Not anyone besides retail?
Please this has all been held up by the courts and parties much to ALL, that is, EVERYONES displeasure and Angst!
So no they are NOT gonna wait one sec longer than they have too because GREED and PATIENCE do not Play with Father Time and the Reaper that comes for all.
So IMHO,as you have yours, Everyone is looking to move this behemoth of its square!
Wamugold and yes you know its Gold that's why you are here my fellow traveler.
Regards,
B
SAFE HABOR READING WMI 'Understanding"
Enjoy the music while we wait ........
Financial Institutions Can Be Parties to Contracts That Receive Safe
Harbor Protection:
Although the automatic stay is one of the central provisions of the
Code, it is subject to exceptions, one of which can be particularly
important in a financial institution bankruptcy.[Footnote 17] Commonly
referred to as a "safe harbor," this exception pertains to certain
financial and derivative contracts, often referred to as "qualified
financial contracts" (QFC), that are defined in the Code.[Footnote 18]
They include derivative financial products, such as futures contracts
and swap agreements that financial institutions, as well as
individuals and nonfinancial institutions, use to hedge against losses
from other transactions or to speculate on the likelihood of future
economic developments. Repurchase agreements, collateralized
instruments that provide short-term financing for financial
institutions and others, also receive safe harbor treatment.
Under these provisions, counterparties that entered into a transaction
with the debtor that qualifies for safe harbor treatment under the
Code may exercise their contractual rights even if doing so would
otherwise violate the automatic stay.[Footnote 19] Typically these
contractual rights are described in an ipso facto clause, which gives
the parties to a contract the right to terminate it or modify its
terms upon a counterparty's insolvency or the commencement of
bankruptcy proceedings.[Footnote 20] Such an occurrence constitutes a
default, and the nondefaulting party may liquidate, terminate, or
accelerate the contract, and may offset (net) any termination value,
payment amount, or other transfer obligation arising under the
contract when the debtor files for bankruptcy.[Footnote 21]
As with the Code, the FDI Act and the Dodd-Frank Act permit QFC
counterparties to move quickly to enforce their contractual rights,
notwithstanding the appointment of a receiver.[Footnote 22] After its
appointment as receiver, FDIC has three options in managing the
institution's QFC portfolio. FDIC can retain the QFCs in the
receivership; transfer the QFCs to another financial institution; or
repudiate (reject) the QFCs. Subject to some requirements described
below, FDIC can apply different options to QFCs with different
counterparties.
FDIC's first option is similar to the safe harbor provisions under the
Code. If FDIC retains QFCs in the receivership, the counterparty may
terminate the contract and exercise any contractual right to net any
payment the counterparty owes to the institution against the payment
the institution owes to the counterparty on a different QFC.[Footnote
23] While this right is immediate under the Code's safe harbor, the
QFC counterparty generally cannot exercise it against a failed insured
depository institution in FDIC receivership until after 5:00 p.m.
(eastern standard time or eastern daylight time) on a normal business
day following the date of appointment of FDIC as receiver.[Footnote
24] Because bank regulators almost always close depository
institutions on Fridays, the stay remains in effect until 5:00 p.m.
the following Monday. The second option involves FDIC's transfer of
QFCs to another financial institution or permissible entity. If FDIC
transfers a QFC to another financial institution, the counterparty
cannot exercise its contractual right to terminate the QFC solely as a
result of the transfer, the insolvency, or the appointment of the
receiver.[Footnote 25] Under the third option, FDIC may repudiate
(reject) a QFC, within a reasonable period of time, if FDIC determines
that the contract is burdensome.[Footnote 26] However, FDIC must pay
actual direct compensatory damages, which may include the normal and
reasonable costs of cover or other reasonable measure of damages used
in the industry for such claims, calculated as of the date of
repudiation. If FDIC decides to transfer or repudiate (reject) a QFC,
all other QFCs entered into between the failed institution and that
counterparty, as well as those QFCs entered into with any of that
counterparty's affiliates, must be transferred to the same financial
institution or repudiated at the same time.[Footnote 27]
Safe harbor treatment was first added to the Code in 1982 for forward
contracts, commodity contracts, and security contracts, and over time
the Congress has expanded the types of contracts and counterparties
covered.
[Footnote 28] The most recent changes to the treatment of safe
harbor contracts under the Code in 2005 and 2006 expanded the safe
harbor treatment to contracts related to mortgage-backed securities
and repurchase agreements, an overnight source of funding used by
financial institutions, and included provisions to strengthen and
clarify the enforceability of such contracts.[Footnote 29] According
to legislative history and FDIC regulations, the purpose of these safe
harbors and the QFC provisions in the FDI Act is to maintain market
liquidity and reduce systemic risk, which we define as the risk that
the failure of one large institution would cause other institutions to
fail or that a market event could broadly affect the financial system
rather than just one or a few institutions.[Footnote 30]
Aaron,
As I said earlier # 2
2. IF we had the CIC and it happened they may have an air seal on, if so, then we will not know a dam thing until we see a quiet announcement and Escrow ACCTs will be paid. Mushrooms to the end.
AS BBANBOB says "BINGO!"
Bingo Regards,
B
YES YOU ARE CORRECT! As I said Many CONTINGENCIES. The Kickoff begins Soon in two days time Jan 5th.
Mordicai regards,
B
Smiling intuitive regards,
b
Change of Control
Definition
A process undergone by a company when control is shifting from one party to another party. Change of control occurs when a company changes control for any reason, including new leadership or an acquisition of the company. When a company changes control, an investor must evaluate how this could change the value of the company.
Read more: http://www.investorwords.com/6755/change_of_control.html#ixzz538abwnZZ
CIC Regards
B
Yes ahh the old #2. They do give a Chit cause they know what, When and Why its gonna happen ,,,,,,,If this is the case and #2 is in play I could easily see that! So go ahead open the door to our closet take a wiz and slap the Mushrooms!
Slap a Mushroom
Regards,
B
I would tend to agree with Matchew we feel close.......This whole saga was written many years ago with a few chapters amended however what we get as escrow holders has LONG LONG BEEN DECIDED!
Wow is it me or is the Volume really Light? Well I see only three scenarios 1. If the CIC was signed and the event occurred IF there is a leak on the CIC we will know fairly soon. If something big is going to happen It is my belief this price volume will explode like we have not seen before .
2. IF we had the CIC and it happened they may have an air seal on, if so, then we will not know a dam thing until we see a quiet announcement and Escrow ACCTs will be paid. Mushrooms to the end.
3. We are all off our rockers and all the hedge funds and KKR are just lost and we happened to ended up in the same place by chance LMAO!
Feeling Funky, Oatmeal is lumpy... for F sake I am a WAMU JUNKIE! I want my Wheat (wamu TM) , My Treat, just let the Fning news hit the street..
Hot Oatmeal Lumpy Regards,
B
PARKER FOLSE spoke to me early on 2012 and said WMIH has got to find a home then you will find your money .....I think in what you had .....kinda making sense now .....will see? OF course as no buses need to back-up on anyone .......As I remember
Regards,
B
The Way I read it is a buyout of Escrow's but this was written with multiple contingencies... I found it when I was looking up Change in control events.
CIC regards,
B
Amendment No. 2 to Escrow Agreement I am trying to make sense out of this as it is trippy like it has all contingencies written in for any event still reading but at first glimpse that someone has prepared the docs and someone is getting some escrow property namely a division of KKR. Still trying to figure out why this is laying out there..
Law insider
Looks like its a series of amendments for all contingencies Maybe nothing maybe note ANY HELP?
Regards,
B
Newyork16
EXHIBIT A
FORM OF AMENDMENT EFFECTIVE TIME CERTIFICATE
January , 2018
Citibank, N.A., as Escrow Agent
Agency & Trust
388 Greenwich Street
New York, NY 10013
Attn: Miriam Molina
Email: miriam.molina@citi.com / cts.spag@citi.com
Re: WMIH Corp. Amendment Effective Time
This certificate is being delivered by WMIH Corp., a corporation organized under the laws of the State of Delaware (the “Company”), pursuant to Sections 3 and 4 of Amendment No. 2 to the Escrow Agreement, dated December 8, 2017 (“Amendment No. 2”), by and among the Company and Citibank, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank”) and acting through its Agency and Trust Division and solely in its capacity as escrow agent thereunder, and any successors appointed pursuant to the terms hereof (Citibank in such capacity, the “Escrow Agent”). Unless otherwise indicated, capitalized terms used but not defined herein shall have the respective meanings specified in Amendment No. 2.
The Company certifies to the Escrow Agent that no Qualified Acquisition (as defined in the Charter) has occurred prior to 12:00 a.m., New York City time, on January 5, 2018, and the Amendment Effective Time has occurred.
[Signature Page Follows]
WMIH CORP.
By:
Name:
Title:
EXHIBIT B
FORM OF CITI FEE AND KCM FEE CERTIFICATE
, 2018
Citibank, N.A., as Escrow Agent
Agency & Trust
388 Greenwich Street
New York, NY 10013
Attn: Miriam Molina
Email: miriam.molina@citi.com / cts.spag@citi.com
Re: [Citi Fee][KCM Fee]
This certificate is being delivered by WMIH Corp., a corporation organized under the laws of the State of Delaware (the “Company”), pursuant to the Escrow Agreement, dated as of January 5, 2015, as amended by Amendment No. 2 to the Escrow Agreement, dated December 8, 2017 (the “Escrow Agreement”), by and among the Company and Citibank, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank”) and acting through its Agency and Trust Division and solely in its capacity as escrow agent thereunder, and any successors appointed pursuant to the terms hereof (Citibank in such capacity, the “Escrow Agent”). Unless otherwise indicated, capitalized terms used but not defined herein shall have the respective meanings specified in the Escrow Agreement.
[The Escrow Agent is hereby instructed to release $2,500,000 of the Escrow Property, representing the amount of the Citi Fee that is payable to Citigroup Global Markets Inc. (“Citi”) pursuant to the Purchase Agreement as amended by that certain Letter, dated December 8, 2017, by and among the Company and Citi, which modifies and supersedes Section I.1.b. of Schedule II of the Purchase Agreement with respect to the Company’s obligation to Citi, on January 5, 2018, which shall be the Escrow Release Date for purposes of this certificate, as follows:
Bank:
ABA#:
Account Name:
A/C#:
Ref: ]1
[The Escrow Agent is hereby instructed to release $8,250,000 of the Escrow Property, representing the KCM Fee payable to KKR Capital Markets LLC (“KCM”) pursuant to that certain Engagement Letter, dated October 31, 2017, by and among the Company and KCM,
1
Insert this paragraph for the payment of the Citi Fee pursuant to the Purchase Agreement as amended by that certain Letter, dated _____, 2017.
which modifies and supersedes Section II.1.b. of Schedule II of the Purchase Agreement with respect to the Company’s obligation to KCM, on [ , 201 ,]2 which shall be the Escrow Release Date for purposes of this certificate, as follows:
Bank:
ABA#:
Account Name:
A/C#:
Ref: ]3
[Signature Page Follows]
2 Insert date which is promptly following Mandatory Conversion Date (as defined in the Charter Amendment).
3 Insert this paragraph if a Mandatory Conversion Date (as defined in the Charter Amendment) resulting from a Qualified Acquisition (as defined in the Charter Amendment) occurs prior to the Mandatory Redemption Date (as defined in the Charter Amendment).
WMIH CORP.
By:
Name:
Title:
ANNEX B
FORM OF ACQUISITION AND/OR ACQUISITION EXPENSES CERTIFICATE
, 201
Citibank, N.A., as Escrow Agent
Agency & Trust
388 Greenwich Street
New York, NY 10013
Attn: Miriam Molina
Email: miriam.molina@citi.com / cts.spag@citi.com
This certificate is being delivered by WMIH Corp., a corporation organized under the laws of the State of Delaware (the “Company”), pursuant to Section 2(b) of the Escrow Agreement, dated as of January 5, 2015, as amended by Amendment No. 2 to the Escrow Agreement, dated December 8, 2017 (the “Escrow Agreement”), by and among the Company and Citibank, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank”) and acting through its Agency and Trust Division and solely in its capacity as escrow agent thereunder, and any successors appointed pursuant to the terms hereof (Citibank in such capacity, the “Escrow Agent”). Unless otherwise indicated, capitalized terms used but not defined herein shall have the respective meanings specified in the Escrow Agreement.
The Company certifies to the Escrow Agent that the Escrow Property released pursuant to this certificate will be applied to finance the Company’s efforts to explore and/or to fund, in whole or in part, an Acquisition (as defined in Article VI of the Charter) whether completed or not, including reasonable attorney fees and expenses, accounting expenses, due diligence and financial advisor fees and expenses.
The Escrow Agent is hereby instructed to release $[•] of the Escrow Property on , 201 , which shall be the Escrow Release Date for purposes of this certificate, as follows:
Bank:
ABA#:
Account Name:
A/C#:
Ref:
[To be inserted if a Qualified Acquisition (as defined in the Charter) occurs prior to the Mandatory Redemption Date (as defined in the Charter)] [The Company certifies to the Escrow Agent that the Acquisition (as defined in Article VI of the Charter) referred to in this Acquisition Certificate is a Qualified Acquisition (as defined in Article VI of the Charter) that has occurred prior to the Mandatory Redemption Date (as defined in Article VI of the Charter).
WMIH CORP.
By:
Name:
Title:
Test Word:
ANNEX C
FORM OF PUT EVENT CERTIFICATE
, 201
Citibank, N.A., as Escrow Agent
Agency & Trust
388 Greenwich Street
New York, NY 10013
Attn: Miriam Molina
Email: miriam.molina@citi.com / cts.spag@citi.com
This certificate is being delivered by WMIH Corp., a corporation organized under the laws of the State of Delaware (the “Company”), pursuant to Section 2(c) of the Escrow Agreement, dated as of January 5, 2015, as amended by Amendment No. 2 to the Escrow Agreement, dated December 8, 2017 (the “Escrow Agreement”), by and among the Company and Citibank, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank”) and acting through its Agency and Trust Division and solely in its capacity as escrow agent thereunder, and any successors appointed pursuant to the terms hereof (Citibank in such capacity, the “Escrow Agent”). Unless otherwise indicated, capitalized terms used but not defined herein shall have the respective meanings specified in the Escrow Agreement.
The Company certifies to the Escrow Agent that (i) a Change of Control Event has occurred, and certain Holders have properly tendered for repurchase their shares of outstanding Series B Preferred Stock pursuant to the Change of Control Event Repurchase Offer, and (ii) the Escrow Property released pursuant to this certificate will be applied to pay the applicable Change of Control Repurchase Price to such Holders on the Change of Control Repurchase Date pursuant to the terms of the Charter.
The Escrow Agent is hereby instructed to release $[•] of the Escrow Property on , 201 , which shall be the Escrow Release Date for purposes of this certificate, as follows:4
Bank:
ABA#:
Account Name:
A/C#:
Ref:
4 Insert bank information for DTC in connection with the payment to Holders.
WMIH CORP.
By:
Name:
Title:
Test Word:
ANNEX D
FORM OF MANDATORY REDEMPTION CERTIFICATE
, 201
Citibank, N.A., as Escrow Agent
Agency & Trust
388 Greenwich Street
New York, NY 10013
Attn: Miriam Molina
Email: miriam.molina@citi.com / cts.spag@citi.com
This certificate is being delivered by WMIH Corp., a corporation organized under the laws of the State of Delaware (the “Company”), pursuant to Section 2(d) of the Escrow Agreement, dated as of January 5, 2015, as amended by Amendment No. 2 to the Escrow Agreement, dated December 8, 2017 (the “Escrow Agreement”), by and among the Company and Citibank, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank”) and acting through its Agency and Trust Division and solely in its capacity as escrow agent thereunder, and any successors appointed pursuant to the terms hereof (Citibank in such capacity, the “Escrow Agent”). Unless otherwise indicated, capitalized terms used but not defined herein shall have the respective meanings specified in the Escrow Agreement.
The Company certifies to the Escrow Agent that the Escrow Property released pursuant to this certificate will be applied to pay the applicable Mandatory Redemption Price (as defined in the Charter) to redeem all outstanding shares of the Series B Preferred Stock (including any unconverted shares of Series B Preferred Stock remaining after any Mandatory Conversion (as defined in the Charter)).
The Escrow Agent is hereby instructed to release $[•] of the Escrow Property on , 201 , which shall be the Escrow Release Date for purposes of this certificate, as follows:5
Bank:
ABA#:
Account Name:
A/C#:
Ref:
5 Insert bank information for DTC in connection with the payment to Holders.
WMIH CORP.
By:
Name:
Title:
Test Word:
ANNEX F
FORM OF RELEASE CERTIFICATE
, 201
Citibank, N.A., as Escrow Agent
Agency & Trust
388 Greenwich Street
New York, NY 10013
Attn: Miriam Molina
Email: miriam.molina@citi.com / cts.spag@citi.com
This certificate is being delivered by WMIH Corp., a corporation organized under the laws of the State of Delaware (the “Company”), pursuant to Section 2(f) of the Escrow Agreement, dated as of January 5, 2015, as amended by Amendment No. 2 to the Escrow Agreement, dated December 8, 2017 (the “Escrow Agreement”), by and among the Company and Citibank, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank”) and acting through its Agency and Trust Division and solely in its capacity as escrow agent thereunder, and any successors appointed pursuant to the terms hereof (Citibank in such capacity, the “Escrow Agent”). Unless otherwise indicated, capitalized terms used but not defined herein shall have the respective meanings specified in the Escrow Agreement.
The Company certifies to the Escrow Agent that (i) a Qualified Acquisition (as defined in the Charter) was consummated on , 201 , and (ii) no shares of Series B Preferred Stock remain outstanding as of the date hereof.
The Escrow Agent is hereby instructed to release the remaining Escrow Property (after making any payments pursuant to any delivered Acquisition Certificate with respect to such Qualified Acquisition) on , 201 , which shall be the Escrow Release Date for purposes of this certificate, as follows:
Bank:
ABA#:
Account Name:
A/C#:
Ref:
WMIH CORP.
By:
Name:
Title:
Test Word: