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r€ally ?? :)
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=138504887
PS: remember that Susman Godfrey { https://www.susmangodfrey.com/ } accepts getting paid in contingency-fee basis and that many UWBKQ holders including myself will accept them as our firm if you dont end the UWBKQ crap soon
I wanna see the post merger data regarding big players holdings, post merger short data (specially in % of 1,2 billion share outstanding), what big players & "just out" insiders like M Willingham (and others) do with their WMIH holdings, etc; until then, making an "educated guess" is in My view complicated...
FC & GL
http://regsho.finra.org/FNSQshvol20180731.txt
Date|Symbol|ShortVolume|ShortExemptVolume|TotalVolume|Market
20180731|WMIH|1447991|0|1858081|Q
Date|Symbol|ShortVolume|ShortExemptVolume|TotalVolume|Market
20180730|WMIH|853721|71|1118393|Q
http://regsho.finra.org/FNSQshvol20180730.txt
853721 / 1118393= 76,33461583 % of yesterday's "total volume" was shorted???
https://seekingalpha.com/news/3375117-15-percent-nationstar-mortgage-shares-elect-cash-merger-consideration#email_link
About 15% of Nationstar Mortgage shares elect cash for merger consideration
Jul. 27, 2018 4:38 PM ET|About: Nationstar Mortgage Holdings (NSM)|By: Liz Kiesche, SA News Editor
About 84.6% of Nationstar (NYSE:NSM) common stock voted to receive WMIH (NASDAQ:WMIH) stock as the form of merger consideration for their Nationstar shares, according to the election preliminary results.
FIF HE Holdings, or Fortress, elected to get cash for all of its 68,104,736 Nationstar shares. It's expected that Fortress will own about 5.1% of WMIH's common stock after applying prorations and adjustment procedures required.
WMIH and Nationstar expect the merger to close on July 31, 2018.
Source: Press Release
Previously: WMIH gains after WMIH and Nationstar stockholders approve merger (June 29)
Im starting to hear it :)
Fingers Crossed
GL Mr Simpson
Yep, I believe global WMIH ownership & voting power is what really matters
https://www.sec.gov/Archives/edgar/data/933136/000119312518180676/d574669d424b3.htm
Filing Date : 2018-06-01 ; (page 63)
Thanks for sharing LG
Some of the (original) Hedge Funds who signed releases during bankrutcy are down big time
Greywolf Capital Management LP 8,223,227 (2,377,106) 3.978 03/31
Appaloosa LP 3,274,234 (4,325,766) 1.584 03/31
Centerbridge Partners LP (Inve 2,603,867 0 1.260 03/31
Any thoughts on this?
GL
Newtogame,
Thanks so much for sharing all this information with us
GL
Date|Symbol|ShortVolume|ShortExemptVolume|TotalVolume|Market
20180702|WMIH|121612|0|241152|Q
regsho.finra.org/FNSQshvol20180702.txt
AZ
Your effort to help others in this WMIH odissey is beyond any doubt,
Has anybody been correct 100% of the time?
IMO, There has been pps control and supression (first through the Embedded Derivative and then till Series B preferred definitive conversion into commons), when this supression finally ends we will see this moving UP on :)
Thanks so much for all you have done through the years
GL
Sure :) Thanks Bob
Date|Symbol|ShortVolume|ShortExemptVolume|TotalVolume|Market
20180626|WMIH|59504|0|233593|Q
regsho.finra.org/FNSQshvol20180626.txt
(Not sure which short volume info is the most accurate but I found this one... )
Fingers crossed for a good WMIH year
Amendment No. 2
to
FORM S-4
REGISTRATION STATEMENT
https://www.sec.gov/Archives/edgar/data/933136/000119312518175609/d574669ds4a.htm
Lets see if FDIC ends 2008 GFC seizures (before new seizures come)
G Luck
Oops, It’s Starting, Says This Chart from the FDIC
https://wolfstreet.com/2018/05/23/oops-its-starting-says-this-chart-from-the-fdic/
Time will tell, fingers crossed; which is the Interest Rate that the FDCI-R is applying on principals/assets held in receivership?
Last Updated: 03/22/2018
https://www.fdic.gov/bank/individual/failed/wamu-settlement.html
Investen,
I was wrong here
https://www.investopedia.com/terms/n/netoperatingloss.asp
I meant, Which part of our nols what get a tax refund (in pure CASH) and which part can only be used in the future?
Among other factors, I like about this case the fact that it is a liliput case (vs mamoth cases like WaMu), easy to understand and follow and moving quite fast (with judge and FDIC in the boat of moving this into bankruptcy emergence)
JMHO
Hi frdmfytr,
Thanks so much for sharing this valuable information with us
Do you think (moved and seized) assets will come back?
Regards and GL
Is it Standard to file for bankruptcy without access to your Books/Files/Records?? This (and the fact that the judge and the FDIC are in the boat) is why Im in
ok, so 340 nols (2016) + 700 nols (2017), but fdic expects to obtain tax refund in CASH , so there is potential tax refund in CASH for the debtor as well?
Absolutely, haircut coming :) ?
Finally is about getting something or getting nothing (for Class 2)
The judge and the FDIC have reached agreements in favour of a bankruptcy exit (and they know more than we do...)
100 million in debt? link?
If we had access to other Bankruptcy Filings we could verify this, but in gross numbers and from memory
I believe the debtor has, assets to distribute:
a)cash : 6 million (lets say $4 million after all this mess is set and done)
b)1 Billion in different tax assets (of which $700 millions is NOL but $300 Million is a NET TAX advantage, in some cases a cash (tax) refund)
c)Assets to be discovered down the road (coz debtor didnt have Access to its records/filings when filed for bankruptcy) Unknown, but I believe more than Zero and probably a wild/large card here
d)Trusts, bankruptcy remote assets? Unknown
Under current tax reform nols go at 21%?? but real cash value at a discount of 50% is 10,5%?? you cannot sell nols, you can use them
so nols = $73,5 million in pure cash
tax refund + net tax advantages (of 300 million)?? this is worth a lot of money
JMHO
Contingent Payment would be reasonable and accepted here, not kidding
If "in tranches" defined? Better
JMHO
Agree SC777,
Federal Tax Refunds During Bankruptcy
You can receive tax refunds while in bankruptcy. However, refunds may be subject to delay or used to pay down your tax debts. If you believe your refund has been delayed or offset against your tax debts you can check on its status by going to our Where’s My Refund tool or by contacting the IRS’ Centralized Insolvency Operations Unit at 1-800-973-0424. The unit is available Monday through Friday from 7:00 a.m. to 10:00 p.m. eastern time.
https://www.irs.gov/businesses/small-businesses-self-employed/chapter-11-bankruptcy-reorganization
The Federal Deposit Insurance Corp., a U.S. banking regulator that protects bank customers in the event of failure, was named the bank's receiver before selling off much of its assets. That agency is expected to use about $75 million of the tax assets to obtain a refund on federal taxes that First NBC Bank had paid in recent years when it was profitable, federal court records show.
http://www.theadvocate.com/new_orleans/news/business/article_8cb9a6f8-e1f9-11e7-9095-cb90b8f869f3.html
Which is the total amount of Future/potential tax refunds of the debtor?
Also, the debtor didnt have access to its records/files when it filed for Bankruptcy { so maybe they "suddenly" just "find" something of value down the road ;) }, has there been an "update" on this?
AGAIN:
Also, the debtor didnt have access to its records/files when it filed for Bankruptcy { so maybe they "suddenly" just "find" something of value down the road ;) }, has there been an "update" on this?
TIA
SC777,
Yes, the judge the judge already ruled in favor of the Company for the ability to use the NOLs { and the NET tax advantage, better than the NOLs; See http://www.4-traders.com/FIRST-NBC-BANK-HOLDING-CO-34912586/news/First-NBC-Bank-Bankruptcy-judge-clears-way-for-First-NBC-Bank-s-estate-to-pursue-plan-for-marketin-25706433/ } but I believe the Judge cannot approve the plan without the favourable vote of, in this particular bankruptcy, (b) Class 2 – General Unsecured Claims
"... Official Form 204
Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and
Are Not Insiders
$300,000.00 + $13,500,000.00 + $5,389.27 + $6,000,000.00 + $140,437.00 + $124,414.90 + $500,000.00 + $700,000.00 + $5,000,000.00 + $5,000,000.00 + $1,000,000.00 + $8,000,000.00 + $20,655.98 + $1,337.50 + $265,703.39 + $376,713.74 ... "
{ https://www.courtlistener.com/recap/gov.uscourts.laeb.185316.2.0.pdf }
Regards
Whos gonna love this ;) ?
www.cloford.com/resources/colours/500col.htm
Regard$
Link and content courtesy of SC777
"... 3.3 Treatment of Claims Against and Equity Interests in the Debtor.
The classes of Claims against and Equity Interests in the Debtor shall be treated under the
Plan as follows:
(a) Class 1 – Priority NQDC Claims.
Each holder of an Allowed Priority NQDC Claim shall be unimpaired under the Plan and,
pursuant to section 1124 of the Bankruptcy Code, all legal, equitable and contractual rights of each
holder of an Allowed Priority NQDC Claim with respect to such Claim shall remain unaltered,
except as provided in sections 1124(2)(A)-(E) of the Bankruptcy Code, and such holder of an
Allowed Priority NQDC Claim shall be paid Cash by the Reorganized Debtor from the Estate Cash
in an amount equal to its Allowed Priority NQDC Claim on the Plan Distribution Date.
Case 17-11213 Doc 357 Filed 03/14/18 Entered 03/14/18 17:09:56 Main Document
Page 18 of 48
15
(b) Class 2 – General Unsecured Claims.
Each holder of an Allowed General Unsecured Claim shall receive on the Plan Distribution
Date, in satisfaction of its Allowed General Unsecured Claim, Cash in an amount equal to such
holder’s Pro Rata Share of the Litigation and Distribution Trust.
(c) Class 3 – Equity Interests (Common Stock).
Holders of Interests in the Debtor shall have left unaltered the legal, equitable, and
contractual rights to which each such Holder is entitled on account of such Interest.
(d) Class 4 – Series D Preferred Equity Interests
Holders of Interests in the Debtor shall have left unaltered the legal, equitable, and
contractual rights to which each such Holder is entitled on account of such Interest.
(e) Class 5 – Series E Preferred Equity Interests
Holders of Interests in the Debtor shall have left unaltered the legal, equitable, and
contractual rights to which each such Holder is entitled on account of such Interest.
ARTICLE IV.
IDENTIFICATION OF IMPAIRED
CLASSES OF CLAIMS AND EQUITY INTERESTS
4.1 Unimpaired Classes of Claims and Equity Interests.
The following Classes are not impaired under the Plan:
(a) Class 1 – Priority NQDC Claims, Class 3- Equity Interests (Common Stock), Class
4 – Series D Preferred Equity Interests, and Class 5 – Series E Preferred Equity Interests.
4.2 Impaired Classes of Claims and Equity Interests.
The following Class is impaired under the Plan:
(a) Class 2 – General Unsecured Claims.
4.3 Impairment Controversies.
If a controversy arises as to whether any Claim or Equity Interest, or any class of Claims
or Equity Interests, is impaired under the Plan, the Bankruptcy Court shall, after notice and a
hearing, determine such controversy.
ARTICLE V.
ACCEPTANCE OR REJECTION OF THE PLAN;
EFFECT OF REJECTION BY ONE OR MORE
CLASSES OF CLAIMS OR EQUITY INTERESTS
5.1 Classes Entitled to Vote.
Classes 1, 3, 4 and 5 are not impaired under the Plan, and the holders of Claims and
Interests in such classes are conclusively presumed to have accepted the Plan pursuant to section
1126(f) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan.
Class 2 is impaired under the Plan, and the holders of Claims in such class are entitled to
vote to accept or reject the Plan...."
{ See http://www.docketbird.com/court_documents?id=laeb-2:2017-bk-11213-00357&user_id=guest }
So:
a) We (common shareholders) dont have to pay attention to the deadline of the Vote ;) ?
b) Basically, we got nothing YET coz Class 2 will reject THIS plan & it will have to be amended ??
JMHO
PS: 03/14/2018 360 Chapter 11 Plan of Reorganization Filed by Official Unsecured Creditors' Committee (Stewart, Paul) { https://app.courtdrive.com/filings/laebke_185316-2-17-bk-11213-first-nbc-bank-holding-company }
Thanks so Much SC777¡¡
Really appreciated
GL
SC 777,
thanks for leting us know, could you share the content of those filings?
TIA
Thanks, good job Investen :)
03/14/2018 360 Chapter 11 Plan of Reorganization Filed by Official Unsecured Creditors' Committee (Stewart, Paul)
03/14/2018 359 Disclosure Statement Filed by Official Unsecured Creditors' Committee (Attachments: # (1) Exhibit A # (2) Exhibit B)(Stewart, Paul)
03/14/2018 358 Disclosure Statement Relating to Chapter 11 Plan of First NBC Bank Holding Company Filed by First NBC Bank Holding Company (RE: (related document(s)[1] Voluntary Petition (Chapter 11) filed by Debtor First NBC Bank Holding Company) (Attachments: # (1) Exhibits A and B and Schedule 1)(Parsons, Barbara)
03/14/2018 357 Chapter 11 Plan of Reorganization for First NBC Bank Holding Company Filed by First NBC Bank Holding Company (RE: (related document(s)[1] Voluntary Petition (Chapter 11) filed by Debtor First NBC Bank Holding Company) (Parsons, Barbara)
{ https://app.courtdrive.com/filings/laebke_185316-2-17-bk-11213-first-nbc-bank-holding-company }
So we have 2 different chapter 11 proposals (with their Disclosure Statements), probably a huge difference between them, and probably none of them will be definitive;
Time will tell
Regards
Investen
Link to this?
SideCraft
I'm sorry not answer sooner or better to this (and some other questions of other members of the MB)
I've been (and I'm) involved in too many financial fronts, I will try to find the time to properly diggest the merger deal, so not much (of real added informative value) I can say, maybe the apparent conexion of dates between :
a) End Date (Nov 12 2018) + ("maximum") 90 days = Feb 12, 2019
&
b) Employees Claims Hearing = Feb 26-28, 2019
Employees Claims are a (no big deal/circus) way to both milk the estate and extend the life of the LT while real big deal issues (like FDIC-R closure, etc) are being solved, so I read this (conexion of dates) as a possible/potential:
" The LT and The Court/M.F. Walrath will (maybe) know if "artificially" extending the life/duration of the LT (through the employee Claims Circus) is neccessary or not by Feb 2019, depending this on the merger (or not merger) with NSM, being this merger (or not merger) deal and its final redaction also conected to potencial FDIC-R finalization
Future is always uncertain but I'm confident in the merger and/or something better happening
JMHO, Regards
Absolutely, and it is a game changer
Thanks so much AZ
Katekir1234,
Sometimes I like your style :)
Are you shorting this thang?
Only IF the deal is finally closed and huge WMIH common stock dilution happens
{ https://www.sec.gov/Archives/edgar/data/933136/000119312518045940/d539539dex21.htm }
ARTICLE IX
"... TERMINATION
Section 9.1 Termination. This Agreement may be terminated at any time prior to the Effective Time (except as otherwise stated below):
(a) by mutual written consent of the Company and Parent;
(b) by either the Company or Parent:
(i) if the Effective Time shall not have occurred on or before November 12, 2018 (the “End Date”); provided that such period may be extended by the Company or Parent upon written notice for one or more 30-day periods, not to exceed 90 days in the aggregate, to the extent all closing conditions herein are capable of being satisfied as of such time other than the condition regarding receipt of the consents, notices and approvals, as applicable, from the Governmental Authorities set forth in Section 8.1(d) of the Company Disclosure Letter; provided, further, that the right to terminate this Agreement under this Section 9.1(b)(i) shall not be available to a Party if the failure of the Effective Time to occur before the End Date was primarily due to such Party’s breach of any of its obligations under this Agreement;
(ii) if there shall have been issued an Order by a Governmental Authority of competent jurisdiction permanently prohibiting the consummation of the Merger and such Order shall have become final and non-appealable; provided that the Party seeking to terminate this Agreement under this Section 9.1(b)(ii) shall have used its reasonable best efforts to have such Order lifted;
(iii) if the Company Meeting (including any adjournments or postponements thereof) shall have concluded following the taking of a vote to approve the Merger and the Company Stockholder Approval shall not have been obtained; or
(iv) if the Parent Meeting (including any adjournments or postponements thereof) shall have concluded following the taking of a vote to approve the Parent Share Issuance and the Parent Stockholder Approval shall not have been obtained.
(c) by Parent:
(i) if a Parent Triggering Event shall have occurred; or
(ii) if the Company shall have breached or failed to perform any of its (A) representations or warranties or (B) covenants or agreements set forth in this Agreement, in each case which breach or failure to perform
72
(x) would give rise to the failure of a condition to the Merger set forth in Section 8.2(a) or Section 8.2(b) and (y) is incapable of being cured by the Company during the 30-day period after written notice from Parent of such breach or failure to perform, or, if capable of being cured during such 30-day period, shall not have been cured by the earlier of the end of such 30-day period and the End Date; provided that if such breach or failure to perform is capable of being cured by the Company and the Company ceases using reasonable best efforts to cure such breach or failure to perform following written notice from Parent, Parent shall have the right to terminate this Agreement pursuant to this Section 9.1(c)(ii); provided, further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 9.1(c)(ii) if Parent or Merger Sub is then in breach of any of its representations, warranties, covenants or agreements such that the Company has the right to terminate this Agreement pursuant to Section 9.1(d)(ii).
(d) by the Company:
(i) if a Company Triggering Event shall have occurred;
(ii) if Parent or Merger Sub shall have breached or failed to perform any of its (A) representations or warranties or (B) covenants or agreements set forth in this Agreement, in each case which breach or failure to perform (x) would give rise to the failure of a condition to the Merger set forth in Section 8.3(a) or Section 8.3(b) and (y) is incapable of being cured by Parent or Merger Sub, as applicable, during the 30-day period after written notice from the Company of such breach or failure to perform, or, if capable of being cured during such 30-day period, shall not have been cured by the earlier of the end of such 30-day period and the End Date; provided that if such breach or failure to perform is capable of being cured by Parent or Merger Sub, as applicable, and Parent or Merger Sub, as applicable, ceases using reasonable best efforts to cure such breach or failure to perform following written notice from the Company, the Company shall have the right to terminate this Agreement pursuant to this Section 9.1(d)(ii); provided, further, that the Company shall not have the right to terminate this Agreement pursuant to this Section 9.1(d)(ii) if the Company is then in breach of any of its representations, warranties, covenants or agreements such that Parent has the right to terminate this Agreement pursuant to Section 9.1(c)(ii);
(iii) if (A) the Company Board authorizes the Company to enter into an Alternative Company Acquisition Agreement with respect to a Superior Company Proposal to the extent permitted by, and subject to the terms and conditions of, Section 7.3, (B) substantially concurrent with the termination of this Agreement, the Company enters into an Alternative Company Acquisition Agreement that constituted a Superior Company Proposal and (C) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 9.3; or
(iv) if (A) all of the conditions set forth in Article VIII have been satisfied or waived (except for any conditions that by their nature can only be satisfied or waived on the Closing Date, but subject to such conditions being able to be satisfied or waived at the time of termination), (B) Parent and Merger Sub fail to consummate the Merger within three Business Days following the first date the Closing should have occurred pursuant to Section 2.2 and (C) the Company shall have irrevocably notified Parent in writing that it stood ready, willing and able to consummate the Merger at such time.
Section 9.2 Effect of Termination. In the event of the termination of this Agreement by either Parent or the Company as provided in Section 9.1, written notice thereof shall forthwith be given by the terminating Party to the other Party specifying the provision hereof pursuant to which such termination is made. In the event of the termination of this Agreement in compliance with Section 9.1, this Agreement shall be terminated and this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any Party (or any stockholder, director, officer, employee, agent, consultant or representative of such Party), other than the Confidentiality Agreements, Section 7.5(g), Section 7.6(c), this Section 9.2, Section 9.3, and Article X, which provisions shall survive such termination; provided, however, that, without limiting Section 10.12 and subject to the limitations set forth in Section 9.3(h), nothing in this Section 9.2 shall relieve any Party from liability for any Willful Breach of, or actual fraud in connection with, this Agreement prior to such termination or the requirement to make the payments set forth in Section 9.3. No termination of this Agreement shall affect the obligations of the Parties contained in the Confidentiality Agreements.
73
Section 9.3 Termination Fees.
(a) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(c)(i) or in the event that this Agreement is terminated by the Company pursuant to Section 9.1(d)(iii), then, in each case, the Company shall pay to Parent (or its designee), by wire transfer of immediately available funds, a fee in the amount of $65,000,000 (the “Company Termination Fee”) at or prior to the termination of this Agreement in the case of a termination pursuant to Section 9.1(d)(iii) or as promptly as practicable (and, in any event, within two Business Days following such termination) in the case of a termination pursuant to Section 9.1(c)(i).
(b) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(d)(i), then Parent shall pay to the Company (or its designee), by wire transfer of immediately available funds, a fee in the amount of $65,000,000 (the “Parent Termination Fee”) as promptly as practicable (and, in any event, within two Business Days following such termination).
(c) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 9.1(b)(i) or Section 9.1(b)(iii), or in the event that this Agreement is terminated by Parent pursuant to Section 9.1(c)(ii) in respect of a Willful Breach of this Agreement by the Company, and in each case (i) at any time after the date of this Agreement and prior to such termination of this Agreement, a Company Acquisition Proposal has been made to the Company or publicly announced (whether or not withdrawn) and (ii) within twelve (12) months after such termination, the Company enters into a definitive agreement with respect to a Company Acquisition Proposal or a Company Acquisition Proposal is consummated (in each case whether or not the same Company Acquisition Proposal as that referred to above), then, in such event, the Company shall pay to Parent (or its designee), by wire transfer of immediately available funds, the Company Termination Fee within two Business Days following the earlier of the date of the execution of such definitive agreement or the consummation of such transaction; provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(c), references to “15%” and “85%” shall be replaced by “50%”.
(d) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iv), then, in each case, Parent shall pay to the Company (or its designee), by wire transfer of immediately available funds, a fee in the amount of $125,000,000 (the “Reverse Termination Fee”) as promptly as practicable (and, in any event, within two Business Days following such termination).
(e) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 9.1(b)(iv), then Parent shall pay to the Company (or its designee), by wire transfer of immediately available funds, an amount equal to $29,385,000 as compensation for the Company’s Expenses as promptly as practicable (and, in any event, within two Business Days following such termination), and if:
(x) (i) at any time after the date of this Agreement and prior to such termination of this Agreement, a Parent Acquisition Proposal has been made to or by Parent or publicly announced (whether or not withdrawn) and (ii) within twelve (12) months after such termination, Parent enters into a definitive agreement with respect to a Parent Acquisition Proposal or a Parent Acquisition Proposal is consummated (in each case whether or not the same Parent Acquisition Proposal as that referred to above), then, in such event, Parent shall pay to the Company (or its designee), by wire transfer of immediately available funds, the Parent Termination Fee, less the amount of the Company’s Expenses to the extent previously paid by Parent pursuant to this Section 9.3(e), within two Business Days following the earlier of the date of the execution of such definitive agreement or the consummation of such transaction, or
(y) clause (x) of this Section 9.3(e) does not apply (i.e., because no Parent Acquisition Proposal was made to or by Parent or publicly announced (whether or not withdrawn) prior to such termination of this Agreement), and, within twelve (12) months after such termination, Parent enters into a definitive agreement with respect to a Parent Acquisition Proposal or a Parent Acquisition Proposal is subsequently consummated, then, in such event, Parent shall pay to the Company (or its designee), by wire transfer of immediately available funds, an additional amount equal to $18,615,000 within two Business Days
74
following the earlier of the date of the execution of such definitive agreement or the consummation of such transaction.
(f) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 9.1(b)(i) and (i) at any time after the date of this Agreement and prior to such termination of this Agreement, a Parent Acquisition Proposal has been made to or by Parent or publicly announced (whether or not withdrawn) and (ii) within twelve (12) months after such termination, Parent enters into a definitive agreement with respect to a Parent Acquisition Proposal or a Parent Acquisition Proposal is consummated (in each case whether or not the same Parent Acquisition Proposal as that referred to above), then, in such event, Parent shall pay to the Company (or its designee), by wire transfer of immediately available funds, the Parent Termination Fee, within two Business Days following the earlier of the date of the execution of such definitive agreement or the consummation of such transaction.
(g) The Parties acknowledge that (i) the agreements contained in this Section 9.3 are an integral part of the transactions contemplated by this Agreement, (ii) each of the Company Termination Fee, the Parent Termination Fee, any amounts payable pursuant to Section 9.3(e) and the Reverse Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company or Parent, as the case may be, in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if the Company or Parent, as the case may be, fails to timely pay any amount due pursuant to this Section 9.3, and, in order to obtain such payment, the other Party commences a suit that results in a judgment against such Party for any amount due pursuant to this Section 9.3, then such Party shall pay the other Party its reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amount due pursuant to this Section 9.3 from the date such payment was required to be made until the date of payment at the annual rate equal to the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made (or such lesser rate as is the maximum permitted by applicable Law). All payments under this Section 9.3 shall be made by wire transfer of immediately available funds to an account designated in writing by Parent or the Company, as applicable. In no event shall (x) a Company Termination Fee or Reverse Termination Fee be payable more than once and (y) the Company receive more than one of the Parent Termination Fee, the amounts payable pursuant to Section 9.3(e) and the Reverse Termination Fee.
(h) Notwithstanding anything in this Agreement to the contrary, subject to Section 10.12, (i) in the event that this Agreement is terminated under circumstances where the Company Termination Fee is payable pursuant to this Section 9.3, the payment of the Company Termination Fee (plus any costs, expenses or interest, if any, payable pursuant to Section 9.3(g)) shall be the sole and exclusive remedy of Parent and Merger Sub against the Company and its Subsidiaries and any of their respective former, current or future stockholders, directors, officers, employees, Affiliates or Representatives (the “Company Related Parties”) for all losses and damages suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such amount, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby (including as may arise out of the Voting Agreements), (ii) in the event that this Agreement is terminated under circumstances where the Parent Termination Fee is payable pursuant to this Section 9.3, the payment of the Parent Termination Fee (plus any costs, expenses or interest payable pursuant to Section 9.3(g) or any losses or damages payable pursuant to Section 7.5(g) or Section 7.6(c)) shall be the sole and exclusive remedy of the Company against the Parent Related Parties for all losses and damages suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such amount, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby (including as may arise out of the Voting Agreements) and (iii) in the event that this
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Agreement is terminated under circumstances where the Reverse Termination Fee is payable pursuant to this Section 9.3, subject to Section 10.12, the payment of the Reverse Termination Fee (plus any costs, expenses or interest, if any, payable pursuant to Section 9.3(g) or any losses or damages payable pursuant to Section 7.5(g) or Section 7.6(c)) shall be the sole and exclusive remedy of the Company and its Subsidiaries against Parent, Merger Sub, the Financing Sources or any of their respective Non-Recourse Parties (collectively, the “Parent Related Parties”) for all losses and damages suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder (including any Willful Breach of this Agreement) or otherwise in respect of this Agreement or any oral representation made or alleged to be made in connection herewith, and upon payment of such amount, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby (including as may arise out of the Voting Agreements).
(i) Other than seeking to terminate this Agreement and receive (x) payment of (A) the Parent Termination Fee, (B) the Reverse Termination Fee, (C) the amounts payable pursuant to Section 9.3(e) and/or (D) Expenses, in each case, plus any costs, expenses or interest payable pursuant to Section 9.3(g) and in accordance with this Section 9.3, or (y) indemnification for any losses or damages payable pursuant to Section 7.5(g) or Section 7.6(c), none of the Company, its Subsidiaries nor any other Company Related Party shall seek to recover any other damages or seek any other remedy, whether based on a claim at law or in equity, in contract, tort or otherwise, with respect to any losses or damages suffered in connection with this Agreement or the transactions contemplated hereby or any oral representation made or alleged to be made in connection herewith. In no event shall Parent be subject to (nor shall any Company Related Party seek to recover) monetary damages in excess of an amount equal to the Reverse Termination Fee (plus any costs, expenses or interest, if any, payable pursuant to Section 9.3(g) or any losses or damages payable pursuant to Section 7.5(g) or Section 7.6(c)), in the aggregate, for any losses or other liabilities arising out of or in connection with breaches by Parent of its representations, warranties, covenants and agreements contained in this Agreement (whether willful, intentional, unilateral or otherwise, including Willful Breach) or arising from any claim or cause of action that any Company Related Party may have hereunder, including for a breach of Section 2.2 as a result of the Debt Financing not being available to be drawn down or otherwise arising from the Debt Letters or in respect of any oral representation made or alleged to be made in connection herewith or therewith. For the avoidance of doubt, while the Company may pursue both a grant of specific performance and the payment of one of the Parent Termination Fee, the amounts payable pursuant to Section 9.3(e), or the Reverse Termination Fee, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance or other equitable relief and the payment of the Parent Termination Fee, the amounts payable pursuant to Section 9.3(e) and/or the Reverse Termination Fee.
I wouldnt consider something done until it is done, timing of this is very interesting, considering when FDIC 10th aniversary is.
Can daboyz pump this into lets say 5 to 7 range, get some "cheap" shares, and then don't dilute into NSM+KKR (if WMIH is gonna be worth much more than 5-7) paying a termination fee, 10th FDIC aniversary, etc? Is RON right about 10th aniversary and final payment?
Wild weird scenario? Indeed, but, know what?
Finally all is simply about how you trade your WMIH shares, and I will trade mine as daboyz, I wont listen their propaganda noise, just follow their
wmih trades (because they are in the know and I'm not)
PS: Am I also contemplating less wild & weird scenarios? Yes, I am