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ANYONE!!!....please calmly and rationally explain why the Debtors ensured that old WMI stocks were cancelled along with their foundation documents, and we were reissued NEW Preferred and Common Equity Interests with the modified 75%/25% distribution rights. The use of logic and readily available facts would be preferable instead of the usual emotion driven responses.
TIA
Quote of the day: "~ Had WMI' "Equity" Been Eliminated ?, As Was Attempted ? ~"
1) 23.2 Cancellation of REIT Series
2) 23.3 Cancellation of Preferred Equity Interests
3) 25.2 Cancellation of Common Equity Interests
DON'T BELIEVE YOUR LYING EYES, BELIEVE ME...LOL
Keep dreaming about this $151B that has nothing to do with our Markers and will never materialize. For once could you post something that has at least some value as DD...you're like a stuck record with this rubbish.
I believe the 19th is regarding attorney Kyle's additional document requests from the WMILT. That seems to be going nowhere but i'm not sure how that affects the 21 day stay. Maybe someone who better understands the court process could chime in.
Just because we disagree on a host of other issues that doesn't mean I can't agree with him on this specific one. The court documents prove that he's correct, that's the difference.
EDIT: Yes still firmly in the $2B-$10B camp, with an unlikely possibility of as much as an additional $12B, IF, the FDIC actually retained WMB assets.
Making up stories about the confirmation now??? LOLOLOL
Anywhere from today, the 12/10 to the 12/13. See post 550294 by ron.
Correction...As correctly pointed out by ron, Tranche 4's is essentially settled but is awaiting a 21 day stay pending the claimants appeal. Not sure if they actually did appeal though.
WMILT Order Doc 12563
Quote: "12. The effectiveness of this Order is stayed for twenty-one (21) days pending the Claimant’s appeal to the United States District Court for the District of Delaware."
Quote: "12. The effectiveness of this Order is stayed for twenty-one (21) days pending the Claimant’s appeal to the United States District Court for the District of Delaware."
Noted!!!
Correct....she's already ruled so the court may enter the ruling without a further hearing or signature. Why the delay I'm not sure if it has to do with the form of order being approved by opposing counsel.
Simple...When JMW decides to stop toying with the employees and their counsel and officially finally signs the LT's order for dismissal of claims. Her demeanor towards and response to "Kyle" during the last phone hearing tells me she's about there.
I'll concede that my post wasn't clear and concise...let me rephrase,... mattchoo's theories about JA and Rule 1015(b) on how they apply to this case are silly. I've posted as much on numerous occasions in the past but more recently have chosen to simply ignore these ramblings.
The only reason Escrows are discussed is because of the lack of clear and concise information and that we don't know what the outcome will be as opposed to COOP where the situation is much more transparent.
Nobody is trying to "inform the court" through what is being posted, that's such a silly claim in that all we're trying to do is make sense of what little info we have in an attempt to figure this issue out.
Where it seems that egos come into play is a result of the sometimes erroneous info being boldly posted, with the blind support of many here, even though the available documentation prove same to be 100% false.
I can guarantee that if the Escrow discussion is deemed to be OT, this board will lose the majority of it's daily traffic, that is unless something relevant occurs regarding COOP.
I must also note that these types of lecturing posts are never directed at the board "Guru" who IMO does exactly the same thing or worse, but rather only those who hold opposing views...just an observation.
Yes,...that was the compromise reached so that Commons could receive distributions with the higher priority Preferred rather than after being paid the $7.5B they were owed.
If this was not done Commons could have been cancelled since there was not sufficient provable bankruptcy assets within the Debtors estate to fully satisfy the Preferred debt.
There are some theories that this will lead to PQ's receiving $10K-$30K+/share,...I do not believe this to be the case, but rather that figure would be closer to ~$1K/share, more or less.
You are correct, either way the HF's win since they own most of the WAMPQ, WAMKQ and REITS Equity Interests that were reissued on the ED. These guys here just don't get that this is the reason why 75%/25% was so readily accepted by the REITS (TPS) holders. Every decision made was done to maximize their returns on every security they held and subsequently released in 2012. Looking forward to gaining further insight on what comes next, if anything, when Tranche 4 is settled.
I was thinking about this COOP--WMCT 2001 connection being made here recently and became even more skeptical of it's validity.
If POR 6 had passed Piers holders would have owned the Newco WMIH along with all assets owned by WMCT since they were left impaired and equity was permanently cancelled.
This did not happen because AAOC's insider trading activities were found to be "colorable" by the court so mediation was ordered.
Are we to believe that our legal reps, the EC, allowed the same outcome for WMCT and it's where WMIH was to yet again receive the assets/shares of the Trust???
This being done when our WMILT was specifically created to function as the sole representative of the WMI estate and it's remaining assets.
IMO during the mediation process between AAOC and the EC with TPS input, they were convinced to relinquish these Trust assets over to the LT.
AIMHO
It's of no use LG since facts as presented will continue to be ignored in favor of the musings of the "Pied Piper", who's been consistently wrong about many major issues.
Quote: "WMI Preferred are Bonds"....the most recent classic. SMH!!!
A common tactic when one cannot explain or answer queries is to cloud the issue by use of deception ie misrepresenting what was posted. As I've posted directly from the POR, which you probably never read, Preferred and Common stocks were indeed cancelled...FACT!!!. What you purposely failed to mention was that they were replaced with our current Equity Interests which now represent our right to WMI estate property. May I suggest sticking to posting about silly theories of "Joint Administration" and Rule 1015(bs). LOLOLOL
That would be true except for the fact that your analysis ignores that there are no longer any "shareholders" of WMI. After asking the question of how old WMI stock still applies after being cancelled, I am yet to receive a coherent response. Add to that the Preferred, which are higher in priority, are still owed $7.5B+ which must be paid before Commons see one cent. Of course we won't allow pesky facts to spoil the Commons fantasy.
IF there are WMI assets still available they could absolutely be bought by COOP, what I absolutely disagree with is that the purchase could be made using shares. On that point I am unwavering but as you said we agree to disagree.
Don't tell those who seem determined to be convinced that this S4V garbage will actually happen. Right now I can think of no one, except BOB of course LOL, who actually wants COOP shares over CASH. Not to mention that the pps is ripe for further manipulation as has been going on since the merger. COOP shares is the worst option IMO for any payment from the liquidation of assets.
In literally every document posted by the LT it states that they are the "Successor in Interest"(SII) of the Debtors/DIP.
The reorganized Debtor is referred to as WMI's "Successor" only, not it's SII which has specific connotations of rights to property of the former entity.
Only the equity interests of WMB, WMIIC and WMMRC were transferred to WMIH, not their assets, those were stripped from the subs before WMIH acquired ownership.
Re the dissolution of WMCT by WMIH I cannot say except that if there were assets upon dissolution I have not seen them reported by WMIH.
The only reason they wouldn't have reported any assets is because, IMO, there were none when they assumed control of the Trust.
Also why would the LT have retained the Piers liability while simultaneously transferring the supporting asset to the Newco???
I've never seen such an action in any bankruptcy that I know of.
All excellent questions but unfortunately I, and I suspect everyone else here has no factual responses. As I said to Justice recently, most of the time our layman's interpretation has been exposed as incorrect. I posted this info simply as reference for those interested in the current WMCT conversation. I honestly don't have a clue about this Capital Trust issue and await the completion of payment to Tranche 4 Piers to see what happens next.
WM CAPITAL TRUST PROSPECTUS...PG 55-56 (Post 550138)
Certain Covenants of Washington Mutual
Except as otherwise provided in the Indenture, for so long as the debentures are held by the Property Trustee, Washington Mutual will covenant...
-to maintain directly or indirectly ownership of all of the common securities of the Trust; provided, however, that any permitted successor of Washington Mutual under the Indenture may succeed to Washington Mutual's ownership of the common securities of the Trust;
-to cause the Trust to remain a statutory business trust, except in connection with the distribution of the debentures to holders of Trust Securities, the redemption of all Trust Securities, or certain mergers, consolidations or amalgamations, each as permitted by the declaration of trust, and not to voluntarily dissolve, wind-up, liquidate or be terminated, except as permitted by the declaration of trust and otherwise continued to be classified as a grantor trust for U.S. federal income tax purposes;
-to use its commercially reasonable efforts to ensure that the Trust will not be an "investment company" for purposes of the 1940 Act and
-to take no action that would be reasonably likely to cause the Trust to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.
WM CAPITAL TRUST PROSPECTUS...PG 46-47 Link in post 550138
Subordination of Common Securities of the Trust
Payment of distributions on, and the Redemption Price of, the Trust Securities, as applicable, shall be made pro rata based on the liquidation amount of such Trust Securities; provided, however, that if on any distribution date an Indenture Event of Default shall have occurred and be continuing, no payment of any distribution on, or Redemption Price of, any of the common securities of the Trust, and no other payment on account of the redemption, liquidation or other acquisition of the common securities of the Trust, shall be made unless payment in full in cash of all accumulated and unpaid distributions on all of the outstanding preferred securities for all distribution periods terminating on or prior thereto, or in the case of payment of the Redemption Price the full amount of such Redemption Price on all of the outstanding preferred securities then called for redemption, shall have been made or provided for, and all funds available to the Property Trustee shall first be applied to the payment in full in cash of all distributions on, or Redemption Price of, the preferred securities then due and payable.
Liquidation Distribution Upon Dissolution
Pursuant to the declaration of trust, the Trust shall automatically dissolve on the first to occur of: (i) certain events of bankruptcy, dissolution or liquidation of Washington Mutual, (ii) the distribution of the debentures to the holders of the trust securities, (iii) the redemption of all of the preferred securities in connection with the maturity of all of the debentures and (iv) the entry by a court of competent jurisdiction of an order for the dissolution of the Trust. In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Trust (each a "Liquidation"), the holders of the preferred securities on the date of the Liquidation will be entitled to receive, out of the assets of the Trust available for distribution to holders of trust securities after satisfaction of the Trust's liabilities to creditors, if any, distributions in cash or other immediately available funds in an amount equal to the accreted value of the preferred securities plus accumulated and unpaid distributions thereon to the date of payment (such amount being the "Liquidation Distribution"), unless, in connection with such Liquidation, debentures in an aggregate stated principal amount equal to the aggregate stated liquidation amount of, with an interest rate identical to the distribution rate of, and accrued and unpaid interest equal to accumulated and unpaid distributions on, such trust securities shall be distributed on a pro rata basis to the holders of the trust securities in exchange for the trust securities. If Liquidation Distributions can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then the amounts payable directly by the Trust on the Trust Securities shall be paid on a pro rata basis so that the holders of the common securities of the Trust will be entitled to receive distributions upon any such liquidation pro rata with the holders of the preferred securities, except that if an Indenture Event of Default has occurred and is continuing, the preferred securities shall have a preference over the common securities of the Trust with regard to Liquidation Distributions.
WM CAPITAL TRUST 2001 IPO PROSPECTUS...pg 17
"All of the common securities are owned by Washington Mutual. The common securities rank on a par, and payments will be made thereon pro rata, with the preferred securities, except that upon the occurrence and continuance of an event of default under the declaration of Trust resulting from an event of default under the indenture (an "Indenture Event of Default"), the rights of Washington Mutual as holder of the common securities to payment in respect of distributions and payments upon liquidation, redemption or otherwise are subordinated to the rights of the holders of the preferred securities. Washington Mutual acquired common securities in an aggregate liquidation amount equal to 3% of the total capital of the Trust."
"For so long as the preferred securities remain outstanding, Washington Mutual covenants (i) to maintain directly or indirectly ownership of all of the common securities,"
PROSPECTUS...pg 46
Subordination of Common Securities of the Trust
"Payment of distributions on, and the Redemption Price of, the Trust Securities, as applicable, shall be made pro rata based on the liquidation amount of such Trust Securities; provided, however, that if on any distribution date an Indenture Event of Default shall have occurred and be continuing, no payment of any distribution on, or Redemption Price of, any of the common securities of the Trust, and no other payment on account of the redemption, liquidation or other acquisition of the common securities of the Trust, shall be made unless payment in full in cash of all accumulated and unpaid distributions on all of the outstanding preferred securities for all distribution periods terminating on or prior thereto, or in the case of payment of the Redemption Price the full amount of such Redemption Price on all of the outstanding preferred securities then called for redemption, shall have been made or provided for, and all funds available to the Property Trustee shall first be applied to the payment in full in cash of all distributions on, or Redemption Price of, the preferred securities then due and payable."
Liquidation Distribution Upon Dissolution
"Pursuant to the declaration of trust, the Trust shall automatically dissolve on the first to occur of: (i) certain events of bankruptcy, dissolution or liquidation of Washington Mutual, (ii) the distribution of the debentures to the holders of the trust securities, (iii) the redemption of all of the preferred securities in connection with the maturity of all of the debentures and (iv) the entry by a court of competent jurisdiction of an order for the dissolution of the Trust."
NOTE: Pretty much confirms that PIERS must be paid in full before any distributions are made to the holder of WM Capital Trust's common stock.
WM Capital Trust Prospectus
I want to make some things clear first because there seems to be some confusion in terms of referencing the entities involved.
WMI = The Debtor/Debtor in possession = Holding co = parent of WMB
WMIIC = sub of WMI = co-debtor/Co-Debtor in possession
WMIH = COOP = Newco = Reorganized Debtor
WMILT = Successor in Interest of WMI = owner of WMI's rights and property
Prior to bankruptcy WMI did own 100% of the Equity in WMIIC since it was WMI's wholly owned sub, the same also applied to WMB. This is how a parent company exercises full ownership of it's property, by holding all the common stock of it's subs. There is a false notion that WMI's rights to property went to WMIH, the Reorganized WMI, this is incorrect, they went to WMI's Successor in Interest the WMILT.
After the ED in 2012 this ownership changed where ALL assets of WMI and WMIIC, ie the Debtors and Debtors in possession, were transferred to the WMILT and ONLY the ASSET-LESS shells of WMIIC, WMMRC and WMB were transferred to WMIH. WMIH is NOT WMI, it is the Reorganized WMI, a totally different company.
Quote: "1.192 Reorganized WMI: WMI, on and after the Effective Date, which shall include One Hundred Percent (100%) of the equity interests of WMI Investment, WMMRC and, subject to the abandonment of the equity interests of WMB, WMB.
I was asked a specific question pertaining to WMI's former assets and equity interests in it's subs and it was answered accordingly.
The claims that COOP somehow owns the supposed 3% stake in WMCT that WMI owned is incorrect IMO.
All WMI assets would transfer to the WMILT, not the reorganized Debtor, WMIH (COOP).
This has nothing to do with servicing assets since it's not being asserted that COOP is servicing any former WMI assets, the claim is that COOP OWNS them.
Re the 1031, last I checked WAMU 1031 was a wholly owned WMI (Debtor) owned sub, not COOP's, so your reference is erroneous to say the least.
Funny how these irrelevant points are being used as cover for this nonsense, but i'm not at all surprised.
The benefits of the WMCT belonged to WMI, of that there is little doubt.
WMI no longer exists and was succeeded by the WMILT who assumed all their rights to assets.
According to AZ, WMCT's "liquidation preference" goes to WMI ie it belongs to the LT.
As far as i'm concerned the LT is the only beneficiary to WMI's interest in WMCT.
There is no one else that can lay claim to those assets other than the LT.
WMIIC ""WAS"" WMI's investment sub prior to bankruptcy and became an ASSET-LESS sub of WMIH after the ED.
In every document filed by WMIH it clearly stated that WMIIC "HAD NO ASSETS!!!".
WMIIC was never a "money manager for WMIH...that's just ludicrous.
Unless you believe they were lying that's exactly what it was.
I think I've made that abundantly clear a while now based on my quoting that very statement.
The LT owns ALL assets and WMIH received 100% equity interests in the ASSET-LESS shells of WMIIC, WMB and WMMRC to an extent.
Just as JPM received ALL WMB's assets and WMI retained 100% equity interests in WMB's ASSET-LESS shell.
Hence the reason WMI abandoned WMB's equity to generate the NOL...a shell with no assets is essentially worthless unless it can be used to create a tax benefit or merger SPV.
I've never seen the WMCT documents AZ is referencing but it appears as with most Trusts that it is an independent but affiliated entity of WMI.
It could be that through it's formation that WMI, now the WMILT, was the beneficiary of the assets of the Trust in the event of a bankruptcy.
The LT Agreement made it clear as to whom ALL the assets of WMI and WMIIC belongs, that would be the WMILT, not COOP or the FDIC.
As I said before there are ample examples of where an entity can be stripped of it's assets and the empty shell transferred to another entity.
Prime examples are WMB, WMIIC and WMMRC all of which were stripped of their assets with only the equity interests in the shell going to WMIH.
AZ is asserting that the reorganized Debtor WMIH receives the WMCT assets in which our Markers also benefits in a type of hybrid version of POR 6 and POR 7.
I honestly don't see how this could be the case.
My biggest problem with this COOP/WMCT 2001 assets theory is how the reorganized debtor received WMI's supposed 3% ownership interest in the Trust and the dilution of our interests that has occurred since.
Remember the POR stated what were deemed to be LT Assets...they were described as ALL (not some) the assets of WMI and WMIIC aka the Debtors and Debtors in possession.
WMIH in every document referred to WMIIC as an asset-less shell while WMMRC's assets in the run-off portfolio was retained by the WMILT to pay off the Piers Creditors with only what was left going to WMIH.
We are now to believe that the LT stripped both WMIIC and WMMRC of their assets before transferring the shell to WMIH but allowed WMCT's ASSETS to go to WMIH but retained the Piers Creditor LIABILITY as a burden on the estate???
In addition to this we have the issue of our original 100% ownership of these assets being diluted to <20% due to the KKR investment and the recent merger with NSM.
The original 3% of WMCT owned by WMI, now supposedly COOP's, (???) is primarily owned by KKR and other funds that never released while we who released have seen our interests decreased from 3% to <0.6%.
This part pretty much said it all, basically that if a reorganization occurred Series R Preferred were entitled to receive the same stock, cash or assets received by Commons. This was partly done where Preferred received 75% of the new stock issued for WMIH. As I stated before, all these documents and provisions were voided in 2012 by the POR. Those are the unequivocable facts!!!
Quote: "each share of the Series R Preferred Stock outstanding immediately prior to such reorganization event will, without the consent of the holders of the Series R Preferred Stock, become convertible into the kind of securities, cash and other property receivable in such reorganization event by a holder of the shares of our common stock"
The following excerpts from the Series R Prospectus clearly shows that Preferred were NEVER considered to be Bonds. They were always WMI Preferred Stock. In any event all these documents and provisions, including those for Commons, were made null and void when they were cancelled by the POR.
"Reorganization Events…..S-32
In the event of:
(a) any consolidation or merger of us with or into another person in each case pursuant to which our common stock will be converted into cash, securities or other property of us or another person;
(b) any sale, transfer, lease or conveyance to another person of all or substantially all of our property and assets, in each case pursuant to which our common stock will be converted into cash, securities or other property;
(c) any reclassification of the common stock into securities, including securities other than the common stock; or
(d) any statutory exchange of our securities with another person (other than in connection with a merger or acquisition),
each of which is referred to as a “reorganization event,” each share of the Series R Preferred Stock outstanding immediately prior to such reorganization event will, without the consent of the holders of the Series R Preferred Stock, become convertible into the kind of securities, cash and other property receivable in such reorganization event by a holder of the shares of our common stock that was not the counterparty to the reorganization event or an affiliate of such other party (such securities, cash and other property, the “exchange property”)"
Also re the REITS Preferred Stock.....
"If WMB is placed into receivership an “Exchange Event” will result in a Conditional Exchange of Trust Securities for Depositary Shares of WMI Preferred Stock. This WMI Preferred Stock represents an investment in WMI and not “the Company” or the Trust. The Trust Securities would be exchanged for a Preferred Equity Interest in WMI making it quite unlikely WMI would be able to make any dividend payments on the Preferred Stock. If WMI is liquidated, the claims of Creditors of WMI and all of its Subs, including WMB would have priority over Equity Interests such as the WMI Preferred Stock and therefore former holders of the Trust Securities who would then hold Depositary Shares representing WMI Preferred Stock may receive substantially less than such holders would receive had not the Trust Securities not been exchanged for Depositary Shares."
Read the PQ + KQ Prospectus's, they were always considered to be Equity even before the ED in 2012 but "some" refuse to acknowledge this fact.
Preferred were never "BONDS" as AZ claimed, they could be converted to Commons if WMI chose, it's incorrect and can be easily proven so.
When the WMCT 2001 document was first introduced they never envisioned a scenario where Preferred would be made on "par" with Commons.
The fact is we both get paid together, but, Preferred gets the lions share as per the POR ie 75% due to them being higher in priority.
"Mr. Cooper Survey: Holidays Bring Spending Stress to Many Americans"
Duhhhhhhhhhhhhh!!! What a dumb and useless PR!!!
I don't believe there are any nefarious reasons why she will not singlehandedly shut the case down.
Many here i'm sure have personal experience with the justice system, the process is slow.
She's allowing the employees counsel to exhaust every avenue for recourse so it appears they were fairly treated..
Once that occurs she will most definitely end this as she's been hinting to them based on her recent decisions.
Also it's as simple as most, if not all judges don't like their decisions being challenged in superior courts.
There's also the possibility that it's all being timed to end simultaneously with the closure of WMB's receivership.
My understanding of Administrative Dissolution is that it deals with an entity's failure to comply with procedural requirements as required by it's State of incorporation.
This IMO is more of a regulatory action rather than a financial undertaking since similar actions were performed as evidenced by the dissolutions of WMIIC and ??WMMRC??.
While I do agree that the POR seems to indicate otherwise i'm cautiously optimistic that my common sense view is accurate since too many times in the past our layman's analysis of the documents have been proven 100% incorrect.
EDIT: re your last post...weren't those intercompany claims cited under the purview of being LT Assets rather than the Piers Claim which was a DEBT of WMI, now the WMILT? That IMO is the significance of delineating between WMI/WMIIC's intercompany claims and Piers Claims issued between WMI/WMCT.
The WMCT being a Creditor of the Debtor can be simply explained with the example of an entity that owns all the stock of Trust/Entity holding say $1000 in assets. If the owner decides to sell $300 worth of those assets as a fixed return investment to 3rd parties, they would automatically become Creditors of the seller. This does not negate that the owner still possesses $700 worth of assets thus being both a Creditor and Owner simultaneously.
Re the WMCT and Piers...I am yet to see a bankruptcy where a Debtor retains a substantial liability and allows the backing asset to be "gifted" to another non-bankrupt, reorganized entity. Then there's the issue of why WMIH has not publicly filed such assets since WMCT's dissolution, being a fully reporting entity. The theory that WMIH received WMCT's assets just does not appear to be plausible.
I believe once Piers are paid in full more light will be shed on this issue.