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And they'll most likely get it in a 363 sale while Kodak is in bankruptcy. Then Kodak can emerge from BK, after it has shed pensions and thrown equity under the bus, to continue to pursue its current ignorant strategy since that is the only option it will retain after BK.
Can you point out where it says Kodak was infringed?
Does the iphone operate with stolen patents from Kodak?
Seriously? An old school camera with wifi is going to save this company? lmao
If they invented wifi, maybe that would be an indication of some type of thoughtful innovation.
I have a question for you. What do you carry with you day and night wherever you go? Is it an old school Kodak camera, or is it a smart phone like an i-phone that can take pictures and video. End of argument.
My apologies if you sit on the board, lol.
You won't see Apple rolling out a new product at a trades show, like Kodak.
If that is the best this CEO can do, then Kodak is as good as gone. Maybe that with 5,000 layoffs would mean something.
Think about it. Kodak hires this CEO to bring new ideas how to reshape the company into something new, and what did he do? He just went with the only thing he knew, printers. Well how'd that work out? What, a 2% market share. I have yet to see ONE advertisement about retail printers.
So a light goes off in that big brain of his and then it's those massive commercial printers that newspapers use is the way to go. Hey clueless, newspaper companies are dying off just like Kodak cameras.
Kodak should be in the smart phone/digital related business since they hold several applicable patents.
The board needs to boot Perez. Then he can spend all his time on Obama's jobs council, instead of 95% of the time.
The man is certainly no Lee Iacocca.
Sorry if I might be restating my perspective but I think that my point on two separate entities is being missed. Just because the holding company issued the warrants and the holding company at one time owned the bank does not make the bank responsible for the obligations of the holding company. The issue that I am trying to highlight is the banking license of Washington Mutual savings bank was forfeited by WMI in the seizure. The FDIC confiscated the Plaintiff position on the lawsuit via the seizure. The warrant relationship between shareholders and issuers is at the holding company level not the bank level. This is the flaw. I don't think it matters what the warrant agreement states once the bank was seized.
It really doesn't matter. That would just furthermore strengthen an argument for an equitable lien against 85% of the damages recovery that is currently before Judge Block's court.
It is very telling that the FDIC-R and JPM are the only two parties arguing before Judge Block as to who is the proper owner of the litigation. WMI was/is a no show.
But then 'ol Walrath pulls one out of you know what and claims WMI is the rightful owner of the litigation, so they could give it away. Uh huh, right. Everyone including Judge Block is just lost, sure.
That is why Judge Block has said in open court he really doesn't care what the bankruptcy court says (ie walrath) because the bankruptcy court doesn't hold jurisdiction over him and he will do what he wants to do.
Control of litigation and ownership are distinctly different. If you don't own it, you no longer control it. Walrath missed this distinction.
If Judge Block rules that either the FDIC-R or JPM owned the litigation as of the WHOLE BANK sale, the day before the BK filing, the part of the GSA that slices up the LTW litigation is moot, because the BK court wouldn't have jurisdiction over a 363 that included it.
Which will strengthen any appeal and will most certainly open a real opportunity for a two-front attack. One for breach and one for lien.
It won't be long before it would really be a good idea for the D&O folks and the debtors to put their heads together and offer up a settlement. They read the opinion too. They know it's flawed.
Most of her ruling is based on some plain error, such as the finding that WMI owned the litigation, when in fact they did not. If they didn't own the litigation, then they couldn't have entered into a binding 363 sale with JPM for an asset they did not own.
If there can be no legitimate 363, and/or if JPM was the owner as of Sept 25, the day before the BK filing, then Walrath's court lacked jurisdiction to rule on the rights of WMI, because they didn't have any.
WMI furthermore lacked standing, also a component of subject matter jurisdiction, to assert remedies founded on rights they no longer had.
The court's jurisdiction and the defendant's standing should have been limited to the obligations of WMI, and the rights of the LTW holders.
That did not happen here. Most of the opinion is void ab initio.
From October:
Such is the world of distressed investing. Bonds trading around 40 cents on the dollar and all the BK players are beginning to line up, with a possible fraudulent conveyance on the horizon will only lead to one thing.
The territory is being staked as we speak. The only real question is whether it is a pre-pack or not.
I have 5 whole shares in my fidelity account to track AAR. Right now, and for who knows how long, they are assigned a contra cusip number of '001765866', whatever that means. There is no symbol.
Effect of DIME Ruling: If the debtors make the conversion of the LTWs to common as per the warrant agreement, and the LTW basis is 337 million and the trailing 30 day average price of commons is .05, a LTW will be exchanged for approximately 60 common shares. 113 million LTW's will mean dilution of the net affect of 113m x 60 = 6,780,000,000 shares added to the current 1,700,000,000.
Total basis 8.48 billion shares.
Net newco to LTW holders 79.95%
.7995 x 57 million = 45.6 million/113m = 40 cents/LTW
.2005 x 57 million = 11.4 million/1.7b = .0067 cents/WAMUQ
16,600 LTWs = 1,000,000 WAMUQ
conversion link:
http://www.sec.gov/Archives/edgar/data/933136/000090730303000070/form8kmarch122003htmh.htm
I don't know what they are going to do. I may have to put in a call. I'd like the option to appeal my own interests, if i so chose. I've got a good appellate record when it comes bench decisions.
I was thinking of the D&O and Equitable Mootness. If there is a valid claim that can be paid via insurance, that would be a great argument against an equitable mootness stance by an appellate court. If the court decided not to take because of EM, it would be an easy defense against dismissal because insurance would be an addition to the current waterfall, and therefore shouldn't have any effect on a confirmed plan.
I expect an appeal. Walrath awarded costs and fees to the debtors.
I doubt they roll over now.
It was telling that Walrath ruled there was no claim for breach and then in the very next paragraph she addressed subordination. Here's a clue, judge, subordination is moot if there is no claim. The reason she slopped around the 510(b) issue was to place the LTW's in class 21.
510(b) doesn't have squat to do with placement unless there is a claim. What a crock justification for Class 21. Her interpretation concerning this issue is flat wrong. The LTW's shouldn't be pari passu with commons. That is a fact. It is only the plan that says it is, and the plan isn't correct.
The fact of the matter is that Judge Walrath doesn't know where to place the LTW's, so she let the debtor's give her an 'out'.
They should at least be put in the preferred group. Then the debtors can keep living up to the contract they supposedly haven't breached (sarcasm), and distribute that stock the judge said the LTW holders are entitled to based off that 337 million against the market caps of the preferreds. Then we'll see how the preferreds like it when the LTW's take 75% of the 70% of the newco.
A 90 cent LTW would take some of the 'shaft' out of this ruling.
A little late with that article. They've been preparing for weeks.
Yeah, that was kinda funny. The debtors obviously were caught off guard and they brought in the head honchos. When the hearing began, debtors counsel popped up and said "judge, the movant didn't show up, so we'll move along" and I was standing right behind her, lol.
Didn't matter what the law said, the judge just sat on his perch and spewed some non-sense...after I had went through the rundown and added some rambling.
I would rate the probability of getting a stay at less than 20% and the combined stay/appeal at less than 10%, based upon wall_street's explanations of how these things typically work (or don't work).
And my percentages might still be too optimistic.
Wall_street, what do you think?
I was afraid of this. Whenever a complicated issue presents itself to a tired judge, sometimes the outcome is more representative of the 'easy way out' or the complication itself lends to an extraordinary mis-interpretation.
She even got the equity part wrong and interpreted section 4.2(d) as not applicable.
Addressing the equity part first, refer to section 6.1 of the warrant agreement.
"Holders not stockholders." Right there front and center. How can someone screw that up? Stockholders are equity interests. Obviously someone was trying to convey that the LTW holders were not stockholders and therefore not equity interests. What the LTW holders are is plainly stated as holders of rights to 85% of the value of the litigation proceeds. That would be the same 85% that was sold to JPM.
Now addressing 4.2(d). That section says any successor of the litigation would assume the obligations due to the LTW holders.
Now, what is so damn hard to figure out about this? Was not JPM the successor of the litigation via the GSA?
Now 510(b). A narrow interpretation or first impression reading of the statute would lend credence to subordination. The facts of the situation are not anything remotely applicable to the intent of congress when they made the statute. Obviously, someone couldn't get their arms around this. 510(b) was not passed to strip rights from individuals that were derivatives and directly tied to a set value that had nothing to do with the equity of a given company. Which is exactly the reason for the spin-off of the litigation tracking warrants. Can not this judge understand that these warrants were not 'WMI' tracking warrants?
Obviously not.
Now some of you probably think I haven't lost any money here. You would be wrong.
I was referring to the fact that the LTWs are not connected to the purchase or sale of a security of the Debtor
I never said it did. If you wish to quote, I suggest not taking something out of context. It's only if 510(b) is applicable to the situation.
it also applies to every other security that may try to inch up the priority ladder for the reasons set forth (ambiguously) in the language contained in the statute.
Even if a debt security that is higher in priority than general unsecureds wins a derivative claim based on their security, that claim will be subordinated to general unsecureds if the situation fits 510(b).
Wall_Street - are you still leaning to Class 18? I'd love to hear your thoughts.
Trading way to high, imo. Holding company claims get paid after subs do, just like you pointed out.
Pension Plans still an impediment, imo.
If DIMEQ winds up in Class 18, it will be because the judge interpreted section 510(b) of the bankruptcy code to apply. 510(b) is mandatory. It is the law. It is legal.
Judges don't have discretion to place elsewhere when 'legally' they are mandated to certain placement.
Oh, I believe you did...
How can she legally violate APR without DIMEs consent?
Not hardly. I'm not misguided to believe that she will rule 'to fit' a plan.
That's right and that's why it is called an 'opinion'.
How can she legally violate APR without DIMEs consent?
The DIME opinion and where they are placed in priority has nothing to do with the current plan construct. Judge Walrath is not looking at the plan and saying "oh i cant put them in 18 because...". She will render her opinion according to what she thinks is the proper legal conclusion. It doesn't matter what the plan says. Obviously, the debtors are trying to sway her to put DIME in 21, but I doubt that works.
The bid/ask explains it pretty well
Class 18 gets a new occupant:
this
http://www.kccllc.net/documents/0812229/0812229111228000000000027.pdf
from this
http://www.kccllc.net/documents/0812229/0812229101026000000000015.pdf
from this
http://www.kccllc.net/documents/0812229/0812229110107000000000007.pdf
@ pgs 103-105
They can actually be ruled debt and still be subordinated to Class 18.
You've been posting on WAMU and Dime Corp. most of the time. Seriously?
You are out of your league here, friend.
AMR is a TOTALLY different story and you know it.
Pay attention if you haven't.
I follow distressed companies. Once a company hires bk lawyers, bk financial advisors, seek sources of dip financing....only to be followed up by an exodus of board members, that is usually a good sign of BK.
This thing has BK written all over it.
I gave my 2 cents on a AMR bankruptcy probability at 90%. The next day they filed. Coincidence? hmmmmm
This signals BK.
Yeah, as clearly defined in the plan. SO, do you want the EC to tell you that you could receive absolutely squat after you vote?
Yes, let us wait a few days for that answer.
And those things should have been worked out prior to the settlement, now shouldn't they? You want to make excuses for them, go ahead.
For what? People want to know the details, especially who will benefit post-confirmation. The judge doesn't make the deals, she approves or disapproves. If you fall for that smokescreen.....
What are they? Totally incompetent? Just how many days will they take to make this piddly disclosure? One would think a group of high priced lawyers could handle this in say....a couple of hours? Or, for that matter, a legal assistant could handle it. But oh no, they need days.
I find it ridiculous that they would seek dissemination of this so-called future disclosure via internet message boards.
If real, I can only imagine the text of the Q&A.
Mr Willingham wasn't on the Pilgrim's EC. Neither was I. But that is were I took a keen interest in his background. Mr Willingham just about blew it in Pilgrims, in that his shenanigans almost prevented an EC from being formed, imo. Since I held a decent position in Pilgrims, and I was familiar with Pilgrims and some of my relatives worked for Pilgrims, I took it upon myself to do some digging on Mr Willingham.
I don't know when or where he decided to try to make a living either taking post confirmation positions or pre confirmation paid representation via EC appointments, but it has led to some 'interesting' actions on his part.
I'm not saying he is self-dealing and breaching his fiduciary duty to line his own pockets, but I am saying I have seen this very thing up close and personal and I have no reason to believe this time is anything different given his checkered past. Where there's smoke, there must be fire.....and he needs some carbon credits.
I'd have to be on a committee with him to know the entire truth, and that day may well come. I hope it does. If I can be fortunate enough to get on the committee when it is initially formed, I'll try to make sure the by-laws are written in such a way that the committee can put the 'kabosh' on any self dealing or prevent it all together.
The first sign an EC is about to be corrupted is when an ad hoc group lands positions on an official EC and they want to bring on their lawyers and financial advisor that were representing them on the ad hoc committee. Bad move. Don't allow the HF that hired them to be the chair either. Another bad move. If that doesn't work and you get out-voted, ask that a stipulation be put in the bylaws that if any member directly contacts the debtors concerning a material transaction, that they be prevented from receiving a distribution. If they raise hell, you already know what the future will hold. Out them from the start, kick their arse to the curb, or hope that you are able to pull the titanic back to the surface once it is already half way down. It can be done, but it is hard and it is ugly and you'll need some luck.
Mr Willingham? Yeah, I know where he lives, his number, other relevant information, and I'm sure he knows the same on me.
I took a beat down because of insider self dealing on my first committee. I was appointed late on that one too. I've kind of got a personal chip on my shoulder to make it back 10 fold. First, because I hate a crook, and second, because the masses that depend on these committees for representation need a fair shake.
That said, if you find that I have been appointed to a committee from day one, rest assured somebody on that committee won't like it. And if you see me appointed late, I may be there on a janitorial mission. Not only does it take a serious set to clean up a mess, you also have to know what you're doing and be able to convince others to take the votes and proper actions that will 'right the wrongs'. Not easy, but rewarding if accomplished.
scroll down
Willingham Deposition, once confidential:
http://www.kccllc.net/documents/0845664/0845664090427000000000167.pdf
Exhibit 5
What? Telling the truth is now called stirring up trouble? lol
I'm glad TPS exposed the behind the scenes goings on for what they are. It can only help DIMEQ at confirmation.
TPS all but came out and said, but they qualified it as 'upon information and belief', that Willingham on the EC was self dealing to the detriment of all the creditors and interest holders ahead of his common equity position because TPS is saying a deal structured just about like the one now was on the table, months ago, but the only reason it failed was because Willingham wasn't in line for a well-compensated post confirmation gig on the newco BOD or seat on the litigation advisory board. (The 'upon information and belief' is commonly used in public filings as a front for information that was obtained through confidentiality agreements and general insider knowledge; in other words, they know.)
The only reason it was revived was because of the 'new found' monies contributed by the SNH's with the IT claims hanging over their heads.
So they put together a deal in which they would fund the newco, with a 13% runoff note attached and whatever other credit facilities.....with the purpose of letting the newco survive just long enough to shut equity holders up, pay Willingham off to get EC approval, and quit the professional fee bleeding that was eating into the SNH's recovery at the piers level.
The SNH's were smart enough to know it was cheaper to pay off the relevant players to get confirmation done, especially after the estate was bled approximately 100 million since the last time a deal was on the table, but blew up, possibly by the greed of one EC chairman.
I'm not saying this is what happened, by I am saying all clues point in that direction. I might open my front door one of these days in the not too distance future to Mr Willingham taking a swing at me, but it is what it is, and he wouldn't have to drive far.
Sometimes one's Modus Operandi just catches up to them, right Mr Willingham? (I'm quite sure he reads my posts, since I have proof he has done so in the past.)
In closing, this is shaping up like a normal bankruptcy proceeding. Insider trading by noteholders (check), breach of fiduciary duties by EC chairman (check), etc.
All in my opinion of course, but some based on personal experience.
Memo to the EC and Mr. Willingham: Relevant case law on point concerning insider trading only allows for the disgorgement of the ill-gotten gains, not the entire position. Even if the gains amounted to $100 million, which may be a high estimate, the burn rate as established by the debtors will eat away this gain in a matter of months. Given the fact that you have not been able to reach a settlement promptly, you most likely have less than 45 more days to break even, and thereafter your actions are a net drain on the eventual recovery for your constituency. And that assumption is based upon the full release of the aforementioned $100 million. In short, you and the EC needs to be cognizant of your fiduciary duties as it pertains to the entire equity structure, instead of looking out for your own self interests.