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Exactly and because of these ridiculous notions WMIH IR is flooded with asinine questions for which they have to issue useless PR's to dispel. Insinuating WMIH is associated with or set to receive a share of billions in legacy WMI assets and/or cash is blatant pumping IMO.
When will you guys realize this S4V theory is a canard and will never happen. The company is moving forward with tried and tested business strategies, not wishful thinking.
I don't know if there will be an R/S but the NOLS will definitely result in a natural increase in the stock price when utilized.
Once the company can continue performing well and generates more business in the mortgage sector, the pps will rise.
Why?...because the company will steadily increase it's value based on actual business transactions and not MB posters "pipe dreams"???
Not smarter just stating what has transpired in front of our eyes. Shares to be issued to Series A + B and former NSM holders, not one mention of us being issued anything for ""assets"" in a S4V. Also, as was being ridiculously claimed, the Trust assets being associated with this merger/WMIH, which it clearly is not. All pure speculative and unsupported bs.
So I guess we can finally stop pretending that the S4V and WMIH-WMI Trusts issues were ever going to happen. It was all a bunch of hogwash.
I believe this is the first of many great days, months and years to come!!!!!
Original WMIH: ~210M shares
Series A + B conversion to WMIH: ~420M-480M shares?????
NSM-->WMIH merger shares: ~401M shares
Total: ~1.1B WMIH shares
Just more of the usual bs that's been posted for months.
Agreed that this will have a chilling effect on current and prospective owners of WMIH. From the tone of the posts and the closing S/P, I can see that it had that very effect.
What's with all this R/S talk??? Been mia the past 2 days.
WMB bankruptcy??? LOL
Quote: "We believe evidence in the form of a legal true sale opinion, for securitization transactions, would not be necessary for a federal savings association, such as WMB, which is not subject to U.S. bankruptcy laws.
NI have very little doubt that ""Escrows"" will be paid and no, I don't believe the merger is linked in any way to us receiving a return. IMO, just more useless speculation.
I do not trust any valuations that was done by the Debtors or the FDIC after the bankruptcy was filed.
It was in the middle of the crisis and as such the value of assets could have been vastly undervalued.
It is a fact WAMU held highly rated MBS's (AAA+,BBB etc) so their general value would be maintained throughout.
Lets hope that WMI indeed owned SH assets/interests in it's various subsidiaries.
Dear sir, could you please highlight where in that document it states that equity was cancelled.
From my perusal it states no such thing and as such this case is in no way comparable.
Making such a broad comparison to the WAMU case with your experience is rife with folly.
I do not need to discredit other posters sir,...they discredit themselves by the falsities they post.
Quote: "The transferred financial assets have been isolated from the transferor-put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership. Transferred financial assets are isolated in bankruptcy or other receivership only if the available evidence provides reasonable assurance that the transferred financial assets would be beyond the reach of the powers of a bankruptcy trustee or other receiver for the transferor or any consolidated affiliate of the transferor that is not a special-purpose corporation or other entity designed to make remote the possibility that it would enter bankruptcy or other receivership (bankruptcy-remote entity) (paragraphs 9(d), 9(e), 27, 27 A, 27B, 28, and 83(c))."
Transferor:- WMI
Consolidated affiliate of the Transferor:- WMIIC
What the above demonstrates is that even non-bankruptcy remote entities such as WMI could own assets that would qualify for Safe Harbor/Legal Isolation.
So for example if WMI had transferred qualified assets to WMIIC, those assets could be afforded Safe Harbor protections even though WMIIC was not and SPE or bankruptcy remote.
My statement was not meant to be taken literally but rather to show the claims that SH assets are totally isolated from a bankruptcy and the WMILT are not 100% true.
In WMI's case I believe it's SH assets were isolated from our Creditors and FDIC seizure and sale.
Those assets are still there and will be returned to WMI's successor, the WMILT, once outstanding issues are resolved.
Any SH assets returned to the LT will be liquidated and distributed to those who released via issued LTI's.
If same assets are distributed directly from the FDIC to our Markers, the same POR ratio will apply...75%/25%.
To say that Safe Harbor assets are under the jurisdiction of the bankruptcy process (fully) is too broad a statement in that there are restrictions to it's applicability.
Under normal circumstance if there were say $50B in SH assets that were returned, Preferred would be paid $7.5B + interest and the rest would belong to Commons.
This scenario we know does not apply because APR was "consensually violated" so that Commons could participate and receive a distribution simultaneously with Preferred.
Once there are actually Debtor owned Safe Harbor assets available they will be distributed according to the POR by default since it is the only document that can be utilized.
Preferred holders, particularly TPS, could not be expected to allow the lower priority Commons to receive payment on par with them, only to later decide that APR is now applicable.
The process simply does not work that way, Commons sacrificed their "estate ownership rights" and control of legacy assets for an opportunity to survive the bankruptcy process.
SERIES-R PROSPECTUS
Liquidation Rights....pg S-6
Upon our voluntary or involuntary liquidation, dissolution or winding-up, holders of Series R Preferred Stock will be entitled to receive out of our assets that are legally available for distribution to stockholders, before any distribution is made to holders of our common stock or other junior securities, a liquidating distribution in the amount of $1,000 per share of Series R Preferred Stock plus any declared and unpaid dividends, without accumulation of any undeclared dividends.
Here's the biggest problem we have, for years the board has been unreliably told that old Preferred were backed by specific trusts and old WMI Commons "owned the estate".
Anyone who actually read a prospectus or the GSA/POR would have immediately come to realize that these claims were not only untrue, but made absolutely no sense.
Now that these claims have been shown to be false and misleading, it has resulted in a certain "crew" throwing MB tantrums and "circling the wagons" against those who present a fact supported viewpoint.
By whatever means any benefits return for our releases ie LTI's from the LT, distribution from the FDIC or otherwise,...they will NEVER be returned via our old WMI stock since they no longer exist.
Anyone with even a modicum of common sense would understand that cancelled shares are not entitled to receive benefits based on their former contracts that were also voided.
If that were the case, every bankruptcy where equity was cancelled and Safe Harbor assets were available, those shares would be entitled to receive payment from those isolated assets.
This would only be possible on ihubs WMIH msg board, based on the logic of some here,...not in reality!!!
WTH are you even talking about? We had to release to show we accepted the plan since if we did not we would not have received any newco shares or possibly LTI's in the future. Commons were never supposed to receive anything since Prefs were not paid in full, being a higher class than Commons. Pre owner or post, a holder had to release or risk being left out of the distribution process and receive nothing. Try keeping up with what has transpired to date, you seem to still be stuck in 2008.
I'm eager to look a the trading patterns for the likes of Fortress, KKR and other large holders once they receive tens of millions of shares in the merger. That will say a lot about their intentions and WMIH's long term outlook.
If people just took the time to read the relevant parts of the documents much of this contention would cease.
The documents and shares for the Commons and Preferred had to be cancelled to allow the POR to be legal.
The Preferred prospectus's stated in many places that upon liquidating of WAMU Commons was lower in priority than Preferred.
This means that all past rules for each stock had to be voided to allow for Preferred and Commons to be paid together at 75%/25%.
This is just one reason why all stocks were eliminated, but for some reason certain posters here refuse to accept this fact.
But I'm the one labeled as biased.....LOL
Commons do not have a "disputed claim" or any claim whatsoever. That is in reference to claims that are yet to be adjudicated and paid if successful ie with the disputed equity escrow or the disputed cash reserves. You guys will spin nothing into something just to support this false narrative.
To limit the number of shares that would need to be issued and to maintain a balance in ownership between Series B holders (KKR, Citi etc) and original WMIH and NSM shareholders. I believe 68% will be paid off with cash and 32% converted to WMIH stock. If not limited NSM holders would have to be issued 850M WMIH shares is 100% of them elected to receive shares.
So how do you explain the $20.8Billion retained earnings asset that was transferred to the WMILT from the Debtors in the 2012 MOR?
What did that unrealized asset represent to the LT or maybe it was simply another misunderstanding of the document.
WMI owned Participating Interests in MBS's and these would have remained Debtor property, albeit isolated in Safe Harbor .
Now that the Debtors are gone who's next in the line of succession of ownership and receipt of these assets?
The bottom line is that Commons stock was extinguished just as were Preferred stock so the idea that Commons "own the estate" is ludicrous.
Any distribution of Safe Harbor assets will follow the only valid guiding documents available ie the POR, not former priority rules for equity.
Whether those assets return via the WMILT or the FDIC is irrelevant since they both are governed by the agreements in the POR.
SH assets ARE NOT protected from bankruptcy procedures based on the WAMU FASB letter and SFAS 140 as applicable in 2008.
It couldn't be any clearer..........
Quote: "4. Cancellation of Existing Securities and Agreements............WAMU GSA pdf 361
Except as provided in the Seventh Amended Plan, any document, agreement, or instrument evidencing any Claim or Equity Interest shall be deemed automatically cancelled and terminated on the Effective Date without further act or action under any applicable agreement, law, regulation, order, or rule and any and all obligations or liabilities of the Debtors under such documents, agreements, or instruments evidencing such Claims and Equity Interests shall be discharged; provided, however, that the foregoing cancellation of securities, documents, agreements or instruments shall not apply to (a) the securities related to the WMB Senior Notes or the WMB Subordinated Notes and (b) any security, document, agreement or instrument related to a Disputed Claim until a Final Order resolving any such Disputed Claim is entered;"
One reason is that the assets were valued for less when the FDIC seized and accounted for them than the market value quoted in WAMU's last 10Q in June, 2008.
Another is that some of those assets were liquidated in the period between June, 2008 and the seizure so that the FDIC seized a smaller portfolio of assets.
The latter seems less likely since between June and September, 2008, the financial meltdown made it unlikely that companies would get a premium price for any asset sale.
GSA...pg 76
Quote: "Pursuant to the Global Settlement Agreement, and as set forth in Section V.B.3.b(iii) below, JPMC will pay WMI $25 million and WMI will be deemed to have transferred to JPMC all of WMI’s right, title and interest in and to the Visa Shares. WMI will retain the right to all dividends that pre-date the effective date of the Global Settlement Agreement."
The entire A+M staff, that is paid by the WMILT, works for the LT and WMIH through a staffing agreement in the POR. With the upcoming merger one could see that their workload could have drastically been increased hence the delay. I'm not going to get too excited about this since it could turn out to be nothing at all.
All we are attempting to do understand where we stand re "escrows" since limited info is available. That's why WMIH is usually discussed much less than escrows, the greater uncertainty. Why this idiot has a problem with us discussing these relevant issues is beyond me. Most here have been very patient for almost 10 years now,...nobody said we were required to be patient in total silence.
If you have a problem with certain posts just don't read them. You can't dictate what anyone can or can't post about. Yet another example of the stupidity that we must tolerate from the non stop complainers here.
Took a second look at how the LT made the $$20.8B "disappear" on paper. On the Debtor side the Common and Preferred Stock entries for $13.1 and $7.5B respectively are Assets, which was cancelled out by the $20.8B retained earnings Liability.
In the LT column the opposite method is used where the Common and Preferred Stock entries are listed as Liabilities while the retained earnings are now deemed to be an Asset.
Seems to me this is creative accounting since the Stock entries for Common and Preferred should have been recorded as Liabilities since in both cases they were/are a burden on either estate.
In the case of the LT both Stocks, even though cancelled, are still owed payment but I'm not sure how they arrived at that $13.1B Debtor figure for Common Stock since the Preferred figure is spot on.
If you look at WAMU's last 10Q dated June 30, 2008 under Available for sale securities, the company held about $25B-$26B worth.
WMI's share of the proceeds from BOLI/COLI policies were already distributed and used to pay Creditors.
That was a rhetorical question. The LT's implementation of "The Plan" has nothing to do with your S4V fantasies. They can't implement something that only exists as a baseless theory on this MB.
Where in the plan was your S4V ever mentioned so the LT needs to implement it??? The meaning of "sole" is not debatable and so is "converted to CASH".
Quote: "Even to receive any cash from LT, you need to have Escrows if you were in class 19 & 22."
Actually I needed to have released, and also been issued an LTI to receive cash.
Quote: "Do you have any escrows?"
Yes and also WMIH shares.
No factual basis for claims?...resort to inane questions. How typical.
Based on that suggestion it's obvious that you've never read the LT Agreement, since if you had, you would have known that the LT cannot engage in such activities.
LT Agreement...Section 1.2 (pg 2)
Quote: "The sole purpose of the Liquidating Trust is to implement the Plan on behalf, and for the benefit, of the Liquidating Trust Beneficiaries, and to serve as a mechanism for liquidating, converting to Cash and distributing the Liquidating Trust Assets"
Any clearer???
These assets, if correct, are controlled by the WMILT, whose clear mandate is set out in the LT Agreement. There is no ambiguity here or room for alternative interpretations.
1.2 Purpose of Liquidating Trust
The sole purpose of the Liquidating Trust is to implement the Plan on behalf, and for the benefit, of the Liquidating Trust Beneficiaries, and to serve as a mechanism for liquidating, converting to Cash and distributing the Liquidating Trust Assets in accordance with Treasury Regulations section 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Liquidating Trust.
Yet again as per the norm, misquoting regulations that have nothing to do with the WMILT, which is not an affiliated Corporation to WMIH.
WMIH is a new corporation and owns 2 subs ie WMIIC and WMMRC only, it is in that context IRC 1504 consolidation regs would apply.
They are in no way affiliated to WAMU 1031 exchange which is/was wholly owned by the WMILT, which is btw an LLC and cannot engage in any business transactions or mergers.
"I don't understand" because the WMIH asset claim makes zero sense and either way there is no one who actually knows chit since we are not privy to all the info.
And NO!...WMIH will not be doing an S4V for the possible $21B in WMILT assets as is claimed, this is imo another MB fantasy.
The MOR presented by justice clearly shows what was contributed to the WMILT and WMIH.
The assets, it appears, were contributed to the LT, which will be liquidated for cash, not WMIH shares.
The 100% equity interests in WMIIC owned by WMIH are in my view now worthless since WMIIC had zero assets after the ED, ie 100% of $0 = $0
As of the ED, ALL WMIIC assets were deemed as LT Assets and of all those assets, "certain" assets were contributed to the LT on the ED.
Agreed it seems a bit of a coincidence that the figures are similar and especially that it's presented as a positive value for the WMILT.
As for why the sum is subtracted from WMI since under Safe Harbor rules, qualified assets are protected from Creditors, the FDIC, some aspects of a bankruptcy (Trustees etc) and THE DEBTORS ie WMI. That could be the reason for it's removal, in an effort to shield the assets until issues are resolved.
Correction......LT Assets are ALL assets that were owned by WMI and WMIIC as of the Effective Date,...NOT transferred to the LT as I incorrectly stated before.
Of these assets they indicated "certain" assets were transferred on the ED which one could infer means only bankruptcy estate assets were transferred, rather than any Safe Harbor assets, which for obvious reasons could not be at that time.
2. What are the Liquidating Trust Assets?
The assets that are to be held and distributed by the Liquidating Trust (the “Liquidating Trust Assets”) comprise all of the assets of Washington Mutual, Inc. (“WMI”) and WMI Investment Corp. (“WMI Investment” and together with WMI, the “Debtors”)) as of March 19, 2012 (the “Effective Date”), other than:
(e) the equity interests in (i) WMI Investment (all the assets of which shall be contributed to the Liquidating Trust, including any Intercompany Claims), (ii) WM Mortgage Reinsurance Company (“WMMRC”), and (iii) Washington Mutual Bank (the stock in Washington Mutual Bank was worthless and was abandoned by WMI shortly before the Effective Date).
I don't see how it can be continually claimed that WMIH will receive benefits from any Debtor assets transferred to the Trust that are being held and protected by the FDIC in Safe Harbor.
The document seems to show, as you stated, that $20.77B was removed from the Debtors estate and credited to the WMILT...nothing to do with WMIH.
LT Assets are clearly defined as ALL Debtor (WMI + WMIIC) assets transferred to the WMILT on the Effective Date, except for the equity interests in WMIIC.
100% ownership of the equity interests in WMIIC, an asset-less company which WMIH always indicated was such, is obviously worth....nothing!!!
Also, FASB Rule 140 seems to demonstrate that Safe Harbor assets are not "bankruptcy remote" as has been purported, but rather can be part of the overall process in many cases.
This imo debunks the idea that Safe Harbor assets cannot be managed, liquidated and distributed by the WMILT since Safe Harbor rules do not prohibit them from same.