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~ Diamond, Let Me Try Again ~
The way I’m reading the process, ... an acknowledgment of a “shareholder of record” using your designated broker, ... would need to be completed by 12/01/2017’ ...
Then, the alignment of the Cash’ to be distributed as a dividend ... would hit your account on the following 15th (12/15/2017)
In my opinion, ... if WMIH-Corp, has tapped into the securities for the third quarter of 2017’ ? now, after the Settlements have all been completed ... for period, 06/30/217 to 09/30/2017 ... then forward movement Will Be revealed
Otherwise, If newco’ hasn’t ? ... the same process moves forward for the fourth quarter 2017, using the same application for the March dates
... We’ ... should know soon enough
AZ
~ A More Precise' (as documented) Dividend Process ~
Section 4. Dividends.
(a) Holders of shares of Series Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of the funds legally available therefor, non-cumulative cash dividends in the amount determined as set forth in Section 4(c), and no more.
(b) Subject to Section 4(a), dividends shall be payable in arrears on March 15, June 15, September 15 and December 15 of each year commencing on the first such day after the issuance of the Series Preferred Stock (each, a “Dividend Payment Date”). Each dividend will be payable to holders of record as they appear on the stock books of the Company on the first day of the month in which the relevant Dividend Payment Date occurs or, if such date is not a Business Day, the first Business Day of such month. If any Dividend Payment Date is not a Business Day, then dividends will be payable on the first Business Day following such Dividend Payment Date with the same force and effect as if payment were made on the Dividend Payment Dates. Each period from and including a Dividend Payment Date (or the date of issuance of the Series Preferred Stock) to but excluding the following Dividend Payment Date (or the Redemption Date) is herein referred to as a “Dividend Period.”
(c) On a Dividend Payment Date, dividends, if, when and as declared by the Board of Directors, will be, for each outstanding share of Series Preferred Stock, at an annual rate of 7.25% on the per share liquidation preference of the Series Preferred Stock. Dividends payable for any period greater or less than a full Dividend Period will be computed on the basis of twelve 30-day months, a 360-day year, and the actual number of days elapsed in the period. No interest will be paid on any dividend payment of the Series Preferred Stock.
(d) Dividends in the Series Preferred Stock are non-cumulative. If the Board of Directors does not declare a dividend on the Series Preferred Stock or declares less than a full dividend in respect of any Dividend Period, the holders of the Series Preferred Stock will have no right to receive any dividend or a full dividend, as the case may be, for the Dividend Period, and the Company will have no obligation to pay a dividend or to pay full dividends for that Dividend Period, whether or not dividends are declared and paid for any future Dividend Period with respect to the Series Preferred Stock, the Common Stock or any other class or series of the Company’s preferred stock;
(e) If full dividends on all outstanding shares of the Series Preferred Stock for any Dividend Period have not been declared and paid, the Company shall not declare or pay dividends with respect to, or redeem, purchase or acquire any of, its equity capital securities during the next succeeding Dividend Period, except dividends in connection with the Series Preferred Stock or other shareholders’ rights plan, if any, or dividends in connection with benefit plans.
Washington Mutual Preferred (Cayman) I Ltd. 7.25% Perpetual Non-cumulative Preferred Securities, Series A-1 (to be exchanged into depositary shares representing Series J Perpetual Non-Cumulative Fixed Rate Preferred Stock of WMI);
Washington Mutual Preferred (Cayman) I Ltd. 7.25% Perpetual Non-cumulative Preferred Securities, Series A-2 (to be exchanged into depositary shares representing Series J Perpetual Non-Cumulative Fixed Rate Preferred Stock of WMI);
Washington Mutual Preferred Funding Trust I Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series I Perpetual Non-Cumulative Fixed-to-Floating Rate Preferred Stock of WMI);
Washington Mutual Preferred Funding Trust II Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series L Perpetual Non-Cumulative Fixed Rate Preferred Stock of WMI);
Washington Mutual Preferred Funding Trust III Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series M Perpetual Non-Cumulative Fixed Rate Preferred Stock of WMI); and
Washington Mutual Preferred Funding Trust IV Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series N Perpetual Non-Cumulative Fixed-to-Floating Rate Preferred Stock of WMI).
~ A Quick Date Correction Needed ~
Then, the next dividend' date paid (in arrears) to the date determined ... "shareholders of record"' ... would be March 1st, 2018
~ Well ? If I Am Correct ? ~
And' ... If ? ... WMIH-Corp, as the reorganized WMI', "Has Currently Been" in a position to finally be able to financially access the Original Reit Trusts during the 3rd quarter of 2017' ... 06/30/2017 to 09/30/2017 ... Now' that the "Settlements" have ALL Been Completed' ...
(Remember, beyond the "Exchange Event" Per The WMI-LT' Itself, The WMI Reit Trusts Were NEVER part of the WMI Consolidated Taxing Group) ...
Then ?, In My Own Opinion ? ... There will be a "non-cumulative" dividend distribution paid in arrears on 12/01/2017, for the third quarter of 2017's utilization of these Trusts' ... with the participating "shareholders of record" time and date, yet to be determined ...
AND' ... A "cumulative" dividend distribution paid to ALL Releasing Original "Shareholders Of Record" calculated from the 03/19/2012 Implementation Date' ...
(REIT Series Securities, annual clean ups are usually paid as a secondary divi' distribution in mid-December, for tax mandates and purposes')
ADDED: ... As Stated, Divi's are always paid in arrears ... So, If WMIH-Corp has also continued to access the Reit Series Trusts for the Fourth Quarter of 2017' ... Then, the next dividend' date paid (in arrears) to the date determined ... "shareholders of record"' ... would be March 1st, 2018 ... and so on, and so on' ... These Original Trusts are active until 2041' ...
AZ
~ Well ? If I Am Correct ? ~
And' ... If ? ... WMIH-Corp, as the reorganized WMI', "Has Currently Been" in a position to finally be able to financially access the Original Reit Trusts during the 3rd quarter of 2017' ... 06/30/2017 to 09/30/2017 ... Now' that the "Settlements" have ALL Been Completed' ...
(Remember, beyond the "Exchange Event" Per The WMI-LT' Itself, The WMI Reit Trusts Were NEVER part of the WMI Consolidated Taxing Group) ...
Then ?, In My Own Opinion ? ... There will be a "non-cumulative" dividend distribution paid in arrears on 12/01/2017, for the third quarter of 2017's utilization of these Trusts' ... with the participating "shareholders of record" time and date, yet to be determined ...
AND' ... A "cumulative" dividend distribution paid to ALL Releasing Original "Shareholders Of Record" calculated from the 03/19/2012 Implementation Date' ...
(REIT Series Securities, annual clean ups are usually paid as a secondary divi' distribution in mid-December, for tax mandates and purposes')
ADDED: ... As Stated, Divi's are always paid in arrears ... So, If WMIH-Corp has also continued to access the Reit Series Trusts for the Fourth Quarter of 2017' ... Then, the next dividend' date paid (in arrears) to the date determined ... "shareholders of record"' ... would be March 1st, 2017 ... and so on, and so on' ... These Original Trusts are active until 2041' ...
AZ
~ LG, Happy Thanksgiving To You As Well ~
AZ
~ Hug’ a European Noteholder’ Their Refusal ?, Legally Saved Everyone ~
The WMB Bank Noteholders = ad-hoc “Steering Committee” = the ones that forced ... “Subordination” ... Rule 510(b) ...
There was lots of help’ ... “JPMC got just what it paid for” ... and no more’ ... the good stuff is ours ...
AZ
~ Being Thanksgiving ?, This Seems Appropriate ~
Even the WMI-LT Propaganda Machine, HAD to tell the truth every now and then’ ...
The REITS, themselves, however, were not members of the Consolidated Tax Group and were not included in the consolidated federal returns. During the same period, WMI filed consolidated returns on behalf of the Consolidated Tax Group as well. The REITS were not included in the consolidated returns. Thus, the income of the REITS, from the REIT loans was not reflected in the consolidated federal tax returns.
~ User7770, Yep Some Of The - kids’ - Had A Rough 2011’ ~
the holders of Class 19 REIT Series Securities will not have an opportunity to resubmit release elections; such holders’ elections made in connection with the Sixth Amended Plan will remain valid and enforceable in connection with the Modified Plan.
Further, the Defendants presented evidence that 26 of the 30 Plaintiffs bought their TPS after the Conditional Exchange occurred.
~ Yes, Back At Ya', Brother' ~
I surely wish Everyone' a Wonderful Holiday Season' ... which, around here ? ... Began this morning' ...
It's been a very long WaMu time' ... But here We' still are just the same' ...
... We' ? ... Will Get Our Just' Returns' ... Yep, in the very same fashion ? as well as at the very same exact time as everyone else does, ...
Everyone, Individual and Institutional participant alike, that is and has also been involved in this WaMu process' ...
AZ
~ NiceSeaShell, Thank You, And To You and Yours As Well ~
... Regarding This ? ... Yes' We' were not wanted, but here We' still are just the same ...
The ... "banging and twisting" of the, ... "people and the words" ... has been quite obvious to many of us, ... along with the ... "wishful thinking" ... and ... "copy and paste" ... distracting' non-stop jiberish' ... as well as to be expected' ... "honest misunderstandings"' ... BUT' ... at this point ? ... none of that matters', ...
The WMB Noteholders and The WMB Noteholder Program ? ... was originally segregated and secure ... originally issued out of Europe' (22 Billion Euro's) ...
The TPS REIT Series, went through their "Exchange Event" and once converted, no one could actually tell WMI' what to do with these powerful Debt Instruments ... WMI Owned, ... And Now ?, WMIH-Corp Owned' ...
WMI Investment Corp., as WMI's "piggy bank" that held the monthly returns in "Cash", ... Yes, WMIIC' needed legal protection' and segregation from WMI's BK ... Which, S Landefeld, provided that protection by filing WMIIC's Bankruptcy First @ 10:15pm on 09/26/2008' ... as filed, without any debt or creditors' ...
(and as WMIIC is referred to by the Newco' ... "without any operations or assets" ... which would actually be accurate' ... just WMI's original piggy banks "Cash" returns managed by A&M)
AZ
~ 955, Yes I Have Been Following RD's Presentations' & My Comments ? ~
Yes, I have a few of my own thoughts and speculations' as WE', WILL soon, begin to move forward' ... with the, ... "TELL"' = WMIH-Corp
If ?, I am correct, ... and' ... If ?, WMIH-Corp has actually accessed as stated, "It's Equity Securities" (the original debt structure) ... during this recent third quarter, 06/30/2017 to 09/30/2017 ... I believe WE' will ... be notified of a dividend distribution for December 1st, 2017 ... as stated, the divi's are always paid in arrears' ...
... "the process dictates, that a newco's fourth quarter 2017 access, would pay a dividend on March 1st, 2018 ... and so on, ... a 360 day year consideration" ... always in arrears'
In My Opinion, as with ALL dividend distributions, ... There will need to be a recording of a "Shareholder OF Record Date" specifically defined' ... probably somewhere ahead of ? or early in, the third quarter 2017' ... that's simply a generic process for Reit's ...
(the process ? has never been about Us' ... the process ? has always been about who ended up being allowed IN the process, once the litigation ended, and payday became a reality' ... in their opinion ? the less the better' ... just ask members of the WMI-LT propaganda machine ?, or, the debtor ?, or JPMC)
AZ
~ Bob, PERFECT’ ... 100% Correct ~
... IF’ ... one merely considers the Original Debt Structure ... ? ... It’ is active until year, 2041’ ...
And ? Now that the “Settlements” are completed ? ... For every quarter that WMIH-Corp’ wants to access the debt structure ? ... A non-cumulative quarterly dividend must be paid ... Always in arrears ...
Every quarter that the process is initiated ... ? ... the values are enhanced ...
AZ
~ Soundincrest, You Are Quite Welcome ~
The unspeakable shenanigans that were pulled on innocent people during the first quarter of 2012’ ... were in my opinion ... ? ... inexcusable, greed driven, and shameful ... Period’ ...
The existence of the propaganda machine ? ... was apparent to me from the early days’ ... and then after my own interaction with ES, ... the propaganda machines existence was verified in 2012’ ...
I already knew why I was choosing to remain, add newco shares after reorg, and get seriously involved in WMB Fixed Income while the D.C. litigation continued, ...
However, ... As Everyone Remembers, ... I decided in latter 2012’ to get serious about the process dissection and the reveal of the process, as I saw things ... my opinions, my conclusions, and’ ... my own money ... I’ve never asked anyone for a dime’ ... although offered ? ... I never’ accepted anyone’s financial help ...
... here, ... a pop quiz’ ... who’s favorite conflicted attorney, told everyone in 2009’ That WGM was representing equity ... ? ... then move forward’ ... the rest ? ... falls into place’ (or should)
AZ
~ Nope, Not Even Close ~
... P’s and K’s, along with their Rate of Return, are prospectus aligned with the Original Debt Issue’ ...
AZ
~ Read The GSA, Filing # 5885’, Submission 9901’ and Plan 7’s Approval ~
as well as recognize the extremely relevant and continued dual tracking litigation that was active in D.C. ... now completed ...
while a few were reading the nuance of the room, shaking hands in an elevator, ... and, considering body language in a court room ? ... there was a much more relevant process going on (dual tracking) in D.C. ... (the road king was never in any danger) ...
The Capital Loss is a place holder’... the numbers have increased ...
~ Know What You Own ~ and ~ Hard Work, ALWAYS Pays Off’ ~ ... this ? these discussions ? aren’t HARD, ... They are free’ in an effort to help ? ... And to shine a light on the obvious, ... Propaganda Machine’ ... (dont_b_kruel ... did anyone buy Allied Nevada ? ... my goodness’ )
... hedge funds and private equity ... hedge funds and private equity ... and Us’ ...
AZ
~ Nah, IMO ? This Isn’t Anything To Be Concerned With ~
AZ
~ Bob, No I’m Sure That Will Be Corrected Upon Schwab's Receipt of any’ Distribution Directive ~
The more relevant observations would be that ... Schwab ... properly placed released preferred tracking markers in ... “Fixed Income” ... which would be accurate ...
The P’s are a Fixed Rate, ... aligned with the original Debt Structure Issued, ... non-cumulative ... @ $0.0775 ...
The K’s as a derivative of a P’ ... and’ are a bit different in structure and in rate of return ...
AZ
~ Well ? I've Got A Feeling That ~
The separations between the WMI-LT (the propaganda machine) ... and ... WMIH-Corp will soon become more apparent' ...
In My Own Opinion ? and Conclusions ? ... WMIH-Corp has always been and s@@n will be ... "The Tell" ...
A Quarterly Dividend Payment' aligned with the Original Debt Structures' ... Could be announced for the next Quarterly Dividend Date' 12/01/2017' ...
A release of a quarterly dividend issue, by WMIH-Corp the newco' ... activates their own ability to actually be able to access the Original Debt Structure' ...
Dividends issued associated with the Original Debt Structures' ... are paid in arrears' ... and paid quarterly' ...
and IF ? paid in arrears on 12/01/2017, for quarterly period 06/30/2017 to 09/30/2017 ... this would also allow the company to then have had access the Debt Structure for the same time period, quarter' 06/30/2017 to 09/30/31/2017 ... so again, in my own opinion' ...
a dividend issue allowing the newco to again, access the Debt Structure for period 09/30/2017 to 12/31/2017 ? would be issued at the next date of 03/01/2018' ... (always in arrears) ...
... the next date for a "non-cumulative" dividend would be 12/01/2017' ...
remember, the dividends are "noncumulative" by design, because they are aligned with "debt" ...
P - Series are fixed rate at $0.0775
K - Series are the greater of either or' ... libor plus ? or a fixed rate of $0.04
(currently I believe the $0.04 would be used)
AZ
~ They’ ARE NOT Listed As Subs ~
... They are listed as ... “Operating As Subs Of WMI Holdings Corp.” ... always out of Delaware, and transitioned from the original parent’ ... the reason for the company’s May 2015’ Reincorporation to Delaware ...
Last Responce’ ... until it becomes apparent that some actual, DD has been done ... or even attempted ... ? ... on the subject
Or ? ... just wait it out ... IDC’ ... either way
AZ
~ Well ? You' Would Have Been Toast Had 6' Got Done ~
... The continuing "dual tracking litigation" needed to be wrapped up' ...
AZ
~ Your Welcome, That ? Is Exactly Why These Securities' Were Kept Separated In Your Account ~
Your issued "tracking markers" are specifically aligned with your individual ownership of the different securities' ...
... believe me', There ain't a bad one in the bunch' ... just as long as you released' your holdings at the March 2012' reorganization' ...
at this point in time ? ... it doesn't matter whether one owns class 19's ... or ... class 22's ... it was the class 16's that got the screwin' having been issued NO markers', NO newco' shares', and their return "capped" at a specified time line' ...
... watch' the newco' ... there are to many involved for any secrets' ...
AZ
~ A, (wamkq) Original - K' - Series Security Has A Different Interest Return and a Different Base Format ~
A P' Series Security aligned with an original WMB Debt Issue REIT' (Real Estate Investment Trust) ... is a FIXED RATE' @ $0.0775 annual return' ... non-cumulative ... non-cumulative, because it is an original "debt structure" issue" ...
A K' Series Security is a bit different' as stated' below' ...
Dividend returns associated with these WMI (now WMIH-Corp) Original Debt Issues' moving forward, activate the forward moving process' ...
... Watch the newco (WMIH-Corp) for the "tell" ...
~ Know What You Own ~
AZ
Washington Mutual, Depositary Shares each representing a 1/40,000th Interest in a Share of Series K Perpetual Non-Cumulative Floating Rate Preferred Stock, liquidation preference $25 per depositary share, redeemable at the issuer's option on or after 9/15/2011 at $25 per depositary share plus delared and unpaid dividends, and with no stated maturity. Non-cumulative floating rate distributions are paid quarterly on 3/15, 6/15, 9/15 & 12/15 to holders of record on the first day of the month is which the payment is due. The floating rate distributions will be paid at a rate equal to the greater of the 3-Month LIBOR plus 0.70%, or 4.00%. Dividends paid by the preferred are eligible for the 15% tax rate on dividends under normal restrictions and are also eligible for the dividends received deduction for corporate holders (see page S-28 of the prospectus for further information). In regards to payment of dividends and upon liquidation, the preferred shares rank equally with other preferreds and senior to the common shares of the company. See the IPO prospectus for further information on the preferred stock by clicking on the ‘Link to IPO Prospectus’ provided below.
~ JJ' Hello, and I Hope You Are Well ~
It is good to see you here' ... I have to leave shortly', for a busy day ahead ...
However, quickly Back to your question' ...
First as you know, I do not use the term "escrows" ... I always refer to my percentage of Original Estate Ownership as, ... "tracking markers" ... a true counting mechanism'
Then ? ... as my tracking markers are listed in my own accounts as specific and separate considerations ? ... I follow along with the specific terms and assignments ...
My K' Series Markers are listed as, ... "Washington Mutual PFD Series K" ...
My P' Series Markers are listed as, ... "Washington Mutual, Inc. 7.75%" ...
My uq' Common Share Estate Ownership Markers are listed as, ... Washington Mutual, Inc. ...
These separations of Class Released participations, have always made sense to me' ...
AZ
~ ItsMyOption, IMO ? Yes, I Do Believe So ~
However, only NOW though, ... Now that the Settlement and its requirements are completed' ...
I'm hoping that everyone will read all of the presented text, However, in an effort to answer you, ... I will refer to this particular portion of the explanation of the potential for a Dividend Distribution' ...
Read this slowly' ... The Company (WMIH-Corp) CAN NOT ... "the Company shall not declare or pay dividends with respect to, or redeem, purchase or acquire any of, its equity capital securities during the next succeeding Dividend Period" ...
So, ... my conclusion would be that, ... with the distribution of an assigned dividend' ? ... Not only would ... we' ... benefit' from receipt of the distribution, ... but the new company (WMIH-Corp) would benefit moving forward as well' ...
(e) If full dividends on all outstanding shares of the Series Preferred Stock for any Dividend Period have not been declared and paid, (e) If full dividends on all outstanding shares of the Series Preferred Stock for any Dividend Period have not been declared and paid, the Company shall not declare or pay dividends with respect to, or redeem, purchase or acquire any of, its equity capital securities during the next succeeding Dividend Period, except dividends in connection with the Series Preferred Stock or other shareholders’ rights plan, if any, or dividends in connection with benefit plans. except dividends in connection with the Series Preferred Stock or other shareholders’ rights plan, if any, or dividends in connection with benefit plans.
~ The TPS' "Exchange Event" ? PLUS A Failed Plan 6 ? ~
Was extremely financially GOOD' for us' ... and' quite a financially loss' negative, ... for JPMC' ...
~ The REFUSAL' of the WMB Noteholders (the "Settling" ad-hoc "Steering Committee") ... to accept a Plan 6' attempt at a debtor presented Class 12 General Unsecured Nomenclature ? ...
Was extremely financially GOOD' for us' ... and' quite a financially loss' negative, ... for JPMC' ...
Again, ...
~ Here, Maybe This Will be Helpful to Everyone ~
Understand that had Plan 6 been approved ?, ... JPMC' was to receive in its sole discretion, full right, title, and complete ownership of the Original WMB Debt Issued, Trust Preferred Securities' ... (documented)
... However, Thankfully' Plan 6 FAILED' ... and within the failure, the new company, WMIH-Corp as the reorganized WMIIC / WMI, became the successor owner' ... (documented)
FIRST; Understand The "Exchange Event"
“Exchange Event" means the occurrence of any one of the following at a time when the WaMu Preferred Securities are issued and outstanding:
(i) WMB becomes undercapitalized under the Prompt Corrective Action Regulations;
(ii) WMB is placed into conservatorship or receivership;
(iii) the OTS, in its sole discretion, directs an exchange of WaMu Preferred Securities into the Series Preferred Stock, in anticipation of WMB becoming undercapitalized under the Prompt Corrective Action Regulations in the near term or of taking any supervisory action that limits the payment of dividends by WMB.
SECOND; Consider and Review The (Original WMB Debt Issued) Trusts Being Referred to'
Washington Mutual Preferred (Cayman) I Ltd. 7.25% Perpetual Non-cumulative Preferred Securities, Series A-1 (to be exchanged into depositary shares representing Series J Perpetual Non-Cumulative Fixed Rate Preferred Stock of WMI);
Washington Mutual Preferred (Cayman) I Ltd. 7.25% Perpetual Non-cumulative Preferred Securities, Series A-2 (to be exchanged into depositary shares representing Series J Perpetual Non-Cumulative Fixed Rate Preferred Stock of WMI);
Washington Mutual Preferred Funding Trust I Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series I Perpetual Non-Cumulative Fixed-to-Floating Rate Preferred Stock of WMI);
Washington Mutual Preferred Funding Trust II Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series L Perpetual Non-Cumulative Fixed Rate Preferred Stock of WMI);
Washington Mutual Preferred Funding Trust III Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series M Perpetual Non-Cumulative Fixed Rate Preferred Stock of WMI); and
Washington Mutual Preferred Funding Trust IV Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series N Perpetual Non-Cumulative Fixed-to-Floating Rate Preferred Stock of WMI).
THIRD; Take The Time To Understand, The Assigned Dividend Distribution Mechanism
Section 4. Dividends.
(a) Holders of shares of Series Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of the funds legally available therefor, non-cumulative cash dividends in the amount determined as set forth in Section 4(c), and no more.
(b) Subject to Section 4(a), dividends shall be payable in arrears on March 15, June 15, September 15 and December 15 of each year commencing on the first such day after the issuance of the Series Preferred Stock (each, a “Dividend Payment Date”). Each dividend will be payable to holders of record as they appear on the stock books of the Company on the first day of the month in which the relevant Dividend Payment Date occurs or, if such date is not a Business Day, the first Business Day of such month. If any Dividend Payment Date is not a Business Day, then dividends will be payable on the first Business Day following such Dividend Payment Date with the same force and effect as if payment were made on the Dividend Payment Dates. Each period from and including a Dividend Payment Date (or the date of issuance of the Series
Preferred Stock) to but excluding the following Dividend Payment Date (or the Redemption Date) is herein referred to as a “Dividend Period.”
(c) On a Dividend Payment Date, dividends, if, when and as declared by the Board of Directors, will be, for each outstanding share of Series Preferred Stock, at an annual rate of 7.25% on the per share liquidation preference of the Series Preferred Stock. Dividends payable for any period greater or less than a full Dividend Period will be computed on the basis of twelve 30-day months, a 360-day year, and the actual number of days elapsed in the period. No interest will be paid on any dividend payment of the Series Preferred Stock.
(d) Dividends in the Series Preferred Stock are non-cumulative. If the Board of Directors does not declare a dividend on the Series Preferred Stock or declares less than a full dividend in respect of any Dividend Period, the holders of the Series J Preferred Stock will have no right to receive any dividend or a full dividend, as the case may be, for the Dividend Period, and the Company will have no obligation to pay a dividend or to pay full dividends for that Dividend Period, whether or not dividends are declared and paid for any future Dividend Period with respect to the Series Preferred Stock, the Common Stock or any other class or series of the Company’s preferred stock;
(e) If full dividends on all outstanding shares of the Series Preferred Stock for any Dividend Period have not been declared and paid, the Company shall not declare or pay dividends with respect to, or redeem, purchase or acquire any of, its equity capital securities during the next succeeding Dividend Period, except dividends in connection with the Series Preferred Stock or other shareholders’ rights plan, if any, or dividends in connection with benefit plans.
~ Here, Maybe This Will be Helpful to Everyone ~
Understand that had Plan 6 been approved ?, ... JPMC' was to receive in its sole discretion, full right, title, and complete ownership of the Original WMB Debt Issued, Trust Preferred Securities' ... (documented)
... However, Thankfully' Plan 6 FAILED' ... and within the failure, the new company, WMIH-Corp as the reorganized WMIIC / WMI, became the successor owner' ... (documented)
FIRST; Understand The "Exchange Event"
“Exchange Event" means the occurrence of any one of the following at a time when the WaMu Preferred Securities are issued and outstanding:
(i) WMB becomes undercapitalized under the Prompt Corrective Action Regulations;
(ii) WMB is placed into conservatorship or receivership;
(iii) the OTS, in its sole discretion, directs an exchange of WaMu Preferred Securities into the Series Preferred Stock, in anticipation of WMB becoming undercapitalized under the Prompt Corrective Action Regulations in the near term or of taking any supervisory action that limits the payment of dividends by WMB.
SECOND; Consider and Review The (Original WMB Debt Issued) Trusts Being Referred to'
Washington Mutual Preferred (Cayman) I Ltd. 7.25% Perpetual Non-cumulative Preferred Securities, Series A-1 (to be exchanged into depositary shares representing Series J Perpetual Non-Cumulative Fixed Rate Preferred Stock of WMI);
Washington Mutual Preferred (Cayman) I Ltd. 7.25% Perpetual Non-cumulative Preferred Securities, Series A-2 (to be exchanged into depositary shares representing Series J Perpetual Non-Cumulative Fixed Rate Preferred Stock of WMI);
Washington Mutual Preferred Funding Trust I Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series I Perpetual Non-Cumulative Fixed-to-Floating Rate Preferred Stock of WMI);
Washington Mutual Preferred Funding Trust II Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series L Perpetual Non-Cumulative Fixed Rate Preferred Stock of WMI);
Washington Mutual Preferred Funding Trust III Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series M Perpetual Non-Cumulative Fixed Rate Preferred Stock of WMI); and
Washington Mutual Preferred Funding Trust IV Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series N Perpetual Non-Cumulative Fixed-to-Floating Rate Preferred Stock of WMI).
THIRD; Take The Time To Understand, The Assigned Dividend Distribution Mechanism
Section 4. Dividends.
(a) Holders of shares of Series Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of the funds legally available therefor, non-cumulative cash dividends in the amount determined as set forth in Section 4(c), and no more.
(b) Subject to Section 4(a), dividends shall be payable in arrears on March 15, June 15, September 15 and December 15 of each year commencing on the first such day after the issuance of the Series Preferred Stock (each, a “Dividend Payment Date”). Each dividend will be payable to holders of record as they appear on the stock books of the Company on the first day of the month in which the relevant Dividend Payment Date occurs or, if such date is not a Business Day, the first Business Day of such month. If any Dividend Payment Date is not a Business Day, then dividends will be payable on the first Business Day following such Dividend Payment Date with the same force and effect as if payment were made on the Dividend Payment Dates. Each period from and including a Dividend Payment Date (or the date of issuance of the Series
Preferred Stock) to but excluding the following Dividend Payment Date (or the Redemption Date) is herein referred to as a “Dividend Period.”
(c) On a Dividend Payment Date, dividends, if, when and as declared by the Board of Directors, will be, for each outstanding share of Series Preferred Stock, at an annual rate of 7.25% on the per share liquidation preference of the Series Preferred Stock. Dividends payable for any period greater or less than a full Dividend Period will be computed on the basis of twelve 30-day months, a 360-day year, and the actual number of days elapsed in the period. No interest will be paid on any dividend payment of the Series Preferred Stock.
(d) Dividends in the Series Preferred Stock are non-cumulative. If the Board of Directors does not declare a dividend on the Series Preferred Stock or declares less than a full dividend in respect of any Dividend Period, the holders of the Series J Preferred Stock will have no right to receive any dividend or a full dividend, as the case may be, for the Dividend Period, and the Company will have no obligation to pay a dividend or to pay full dividends for that Dividend Period, whether or not dividends are declared and paid for any future Dividend Period with respect to the Series Preferred Stock, the Common Stock or any other class or series of the Company’s preferred stock;
(e) If full dividends on all outstanding shares of the Series Preferred Stock for any Dividend Period have not been declared and paid, the Company shall not declare or pay dividends with respect to, or redeem, purchase or acquire any of, its equity capital securities during the next succeeding Dividend Period, except dividends in connection with the Series Preferred Stock or other shareholders’ rights plan, if any, or dividends in connection with benefit plans.
~ Know What You Own ~
AZ
~ Dmdm, Regarding Your Question' ? ~
Maybe I can help, ... Your Question ?: "P's and K's own the WMI Preferred Funding Trusts along with the TPS."
The Answer Is NO' ... The Reit Series', Original WMB Debt Issued Securities went through their, ... "Exchange Event" ... and became, WMI Preferred Securities' ...
So, at the 8:00am 09/26/2008 "Exchange Event" the WMB Debt Issued Transferred, and WMI became the designated owner of the, Trusts' ...
The shareholders' were and continue to be the recipient of the aligned dividends' ...
However, ... Now, As the reorganized WMI' ... WMIH-Corp actually owns these original debt issued trusts' ... and' ... the WMIH-Corp BOD's is responsible for the issuing of their dividends' ...
The Trusts are registered in Delaware, and are ... "Operating as Subs of WMI Holdings Corp" ... the word operating as the operative word' ...
AZ
~ Yes', "Very possible, and probable", IMO, ALSO' ~
AZ
~ ItsMyOption, Thanks and This Response To Ron, Gives Additional Information Regarding The Reits', Now A Class 19' ~
... IMO' ? it HAS NEVER' taken to much of a stretch of the imagination to figure out just who ? all of the "bangers' and twisters" around here' and other areas', are ? and have actually been' associated with' ... ? ...
The Original WMB' Reit Series Securities were sold as another form of a hybrid security' ...
These securities were sold as WMB' Debt' with a WMB' embedded equity association, allowing them to ALSO' exceed their original purchase price original participation' ... $100,000.00 per' security' ...
Does this sound familiar ? ... Yeppers' it should' ... these securities were reasonably similar to the WMI' produced PIERS hybrid Securities' ...
only while a WMB' Reit Series was sold as a WMB' Debt' hybrid, ... A PIERS Security was sold as a WMI Debt' hybrid ...
However, The WMB Reit Series had an "Exchange Event" embedded within its original offering' prospectus' ... which obviously was activated when WMB was seized by the OTS' ... and', they immediately converted the WMB' Reit Series Securities to a WMI Preferred' Class' ...
Yes, There was big, big, money involved', billions of Dollars' and Euro's ... and just like the Original WMI produced, WMB Noteholder Program Supporting Trusts', ... JPMC' ... thought that the Reit Series Supporting Trusts came with the bank' and would also be theirs' ...
... JPMC" was PROVEN" LEGALLY WRONG' on both counts' ... and obviously received ... NEITHER' ...
~ Ron, Yes, That Is 100% Correct ~
The Original WMB' Reit Series Securities were sold as another form of a hybrid security' ...
These securities were sold as WMB' Debt' with a WMB' embedded equity association, allowing them to ALSO' exceed their original purchase price original participation' ... $100,000.00 per' security' ...
Does this sound familiar ? ... Yeppers' it should' ... these securities were reasonably similar to the WMI' produced PIERS hybrid Securities' ...
only while a WMB' Reit Series was sold as a WMB' Debt' hybrid, ... A PIERS Security was sold as a WMI Debt' hybrid ...
However, The WMB Reit Series had an "Exchange Event" embedded within its original offering' prospectus' ... which obviously was activated when WMB was seized by the OTS' ... and', they immediately converted the WMB' Reit Series Securities to a WMI Preferred' Class' ...
Yes, There was big, big, money involved', billions of Dollars' and Euro's ... and just like the Original WMI produced, WMB Noteholder Program Supporting Trusts', ... JPMC' ... thought that the Reit Series Supporting Trusts came with the bank' and would also be theirs' ...
... JPMC" was PROVEN" LEGALLY WRONG' on both counts' ... and obviously received ... NEITHER' ...
AZ
~ So, WHO ? Owns (41.6) Released Class 19's ? (Yep, I do') ~
Here are the Reit Series Supporting Trusts' ... Now' ? Financially Supporting, A Class 19' Security' ... yeah doggg''
So, Take some time and look at some of these financial (able to be overfunded for tax puposes') monsters' ... originally produced as WMB Debt' ... BUT' ... They went through the "Exchange Event" and became a WMI' (parent corp) ... Preferred Security' ...
Washington Mutual Preferred (Cayman) I Ltd. 7.25% Perpetual Non-cumulative Preferred Securities, Series A-1 (to be exchanged into depositary shares representing Series J Perpetual Non-Cumulative Fixed Rate Preferred Stock of WMI);
Washington Mutual Preferred (Cayman) I Ltd. 7.25% Perpetual Non-cumulative Preferred Securities, Series A-2 (to be exchanged into depositary shares representing Series J Perpetual Non-Cumulative Fixed Rate Preferred Stock of WMI);
Washington Mutual Preferred Funding Trust I Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series I Perpetual Non-Cumulative Fixed-to-Floating Rate Preferred Stock of WMI);
Washington Mutual Preferred Funding Trust II Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series L Perpetual Non-Cumulative Fixed Rate Preferred Stock of WMI);
Washington Mutual Preferred Funding Trust III Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series M Perpetual Non-Cumulative Fixed Rate Preferred Stock of WMI); and
Washington Mutual Preferred Funding Trust IV Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series N Perpetual Non-Cumulative Fixed-to-Floating Rate Preferred Stock of WMI).
AZ
~ Bob Nope, I'm Not Taking Anything Poorly' ~
I can simply tell that there are those attempting to enter into the discussion, that haven't taken any time at all to actually review the relevant material, ... or actually take the time to, ... ~ Know What They Own ~ ... So, In My Opinion ? ... attempting to have a discussion ? ... is sort of a waist of everyone's time' ...
Neither WMI' or WMB' actually owned the Reit Series Supporting Trusts' ... nor' ... were either WMI' or WMB' legally responsible to report the valuations and earnings' on their submitted balance sheet' ... (documented)
The Original WMB (debt) Reit Series Securities' ... transitioned to a WMI Preferred Security' at the "Exchange Event" ... which came with an extremely relevant embedded recital' ... which has some very, very, serious and distinct wording placed within it, such as, ... The Company, "Promises" ... and ... Covenants" ... their amazing' percentage of returns' ... (133.33% PLUS' 100%) ... or, a value equivalent of common shares' ... (documented)
Now ? ... WMIH-Corp is the reorganized WMI' and the Class 19's, as well as their original support' obviously still exist ...
Oh, and I see a quick correction is already needed' ... A Reit Series Security Had A Participation Cost of $100,000.00 each' ...
AZ
~ UPDATED, "Embedded Derivative Function" Numbers ~
On 09/30/2016’ ... WMIH-Corp reported an ... embedded derivative liability of $58,261,000.00 (the pps was perfidiously enhanced) ...
(added:) On 12/31/2016' ... WMIH-Corp reported an ... embedded derivative asset of $80,651,000.00 ...
While on 03/31/2017 ... WMIH-Corp reported an ... embedded derivative asset, ... of $98,680,000.00 (again, the pps being purposely depressed)
And' Yes, ... regarding the now 9 Years of “Trust” Generated Accumulated Cash”, ...
And Yes, ... to a Delaware Registered WMI-LT Pass-Through mechanism, able to be utilized while the LT is able to remain active, ...
And Yes, ... to a large portion of the original “Trusts” having a 10 year life span’, the timing of the last ones which were actually produced, now ending in Nov 2017’ ...
And Yes, ... I believe WMIH-Corp needs to couple its own “Equity Interest” ... with our (the releasing (41.6) members), owned percentage of the original estate’ ... (WMIIC / WMI) ...
And, ... NO, I DO NOT believe that WMIH-Corp, is LEGALLY able to couple what ... WE’ OWN, ... to what ... THEY’ OWN, ... with any semblance of either a, ... ”Falsely Enhanced, or a Falsely Depressed”, ... PPS (price per share) ...
merely an accounting convenience provided to the newco’ by way of the ... "embedded derivative function" ... of the rights offering replacement credit facility ...
As I have posted, ... The ... "embedded derivative function"’ ... provided by the KKR replacement credit facility allowed for this accounting and balance sheet manipulation ... However, IMO, ... it no longer matters’ nor’ is this needed any longer ...
To the best of my calculations, ... the pps transition, must occur using a WMIH-Corp closing PPS’ somewhere in between the adjusted close on ... 09/30/2016’ (updated:) ... and' the adjusted close on, ... 12/31/2016
AZ
~ Guys, Direct From The Horses' Own Mouth ~
Repeat after Me' ... "Material Differences, Exist" ...
* Material differences, including with respect to its business operations, financial performance, asset size and other factors, exist with respect to the pre-petition operations and financial position of WMI and its subsidiaries as compared with the post-emergence operations and financial position of WMIH and its subsidiaries. In order to address such differences, in preparing these and future financial statements, management has concluded that it is appropriate to use the financial information of WMIH’s wholly-owned subsidiary, WMMRC, as the basis for its pre-emergence financial reporting. Information in these financial statements labeled as “Predecessor” refers to periods prior to the adoption of fresh start reporting, while those labeled as “Successor” refer to periods following the Company’s reorganization and emergence from bankruptcy.
~ GO4, Yes I Agree ~
At this point in time, Yes, ... I Agree with you, ...
Yes, ... regarding the now 9 Years of “Trust” Generated Accumulated Cash”, ...
Yes, ... to a Delaware Registered WMI-LT Pass-Through mechanism, able to be utilized while the LT remains active, ...
Yes, ... to a large portion of the original “Trusts” having a 10 year life span’, the timing of the last ones actually produced ending in Nov 2017’ ...
Yes, ... I believe WMIH-Corp needs to couple its own “Equity Interest” ... with our (the releasing members), owned percentage of the original estate’ ... (WMIIC / WMI) ...
And, ... NO, I DO NOT believe that WMIH-Corp, is LEGALLY able to couple what ... WE’ OWN, ... to what ... THEY’ OWN with any semblance of either a, ... ”Falsely Enhanced, or a Falsely Depressed”, ... PPS (price per share) ... a convenience provided to the newco’ by way of the ... embedded derivative function ... of the rights offering replacement credit facility ...
As I have posted, ... The ... embedded derivative function’ ... provided by the KKR replacement credit facility allowed for this accounting and balance sheet manipulation ... However, IMO, ... it no longer matters’ nor’ is it needed any longer ...
To the best of my calculations, ... the pps transition, must occur using a WMIH-Corp closing PPS’ somewhere in between the adjusted close on ... 09/30/2016’ ... and the adjusted close on, ... 03/31/2017
On 09/30/2016’ ... WMIH-Corp reported an ... embedded derivative liability of $58,261,000.00 (the pps was perfidiously enhanced) ...
While on 03/31/2017 ... WMIH-Corp reported an ... embedded derivative asset, ... of $98,680,000.00 (again, the pps being purposely depressed) ...
AZ
~ It Doesn't Matter, Look At The Reported Balance Sheet ~
I just posted a rough breakdown of the reported WMIH-Corp financials' as of 09/30/2017 ...
WMIH-Corp, In its current SEC REPORTED state of financial affairs, ... WMIH-Corp's Balance Sheet' doesn't qualify them to actually even be on the NasDaq' ...
... irrelevant of the shares out, as associated with the pps' ... a reverse split ?, ... DOES NOT DO A THING' to enhance the company's SEC Reported financials' ...
AZ
~ Currently' A R/S Is The Least Of WMIH-Corps Problems ~
Has everyone actually reviewed the most recently filed WMIH-Corp SEC 10-Q', for period ending 09/30/2017 ... ? ...
$732,738,000.00 reported, asset value'
- $577,220,000.00 reported, restricted cash'
- $111,877,000.00 reported, derivative asset - embedded conversion feature'
---------------------------------------
= $43,641,000.00
(this number does not include roughly $32million in WMMRC' currently in Run-Off, so the value continues to diminish')
(206,380,800 shares issued and outstanding as of September 30, 2017)
... Oh Yeah, and don't forget that the restricted cash comes with immediate dilution, and the embedded derivative asset is nothing more than a slick ability to report FAKE money ...
WMIH-Corp 10-Q For period ending 09/30/217
https://www.sec.gov/Archives/edgar/data/933136/000156459017023336/wmih-10q_20170930.htm
AZ
~ This ? Is The Result Of Forced Subordination 510(b) ~
I've been saying the same thing for a few years now, (2011 - 2017) ... The Approved Plan 7, was the result of the Failed Plan 6', readjusted to adhere to proper subordination, Bankruptcy Rule 510 and its subsets' ...
(The Road King' was NEVER' in any danger)
AZ
~ Thanks Niceseashell and Ron ~
The requirement for the uplist to the Nasdaq, ... was originally one of the KKR B’ Series Replacement Credit Facility Requirements ...
... in my own opinion ? ... All of this was All planned for from the beginning ... control the narrative / control the pps ... KKR gets let loose’, ...
AZ
~ My Own Opinion On The Matter ~
And Yes, ... Among many things WaMu ?, ... I ALSO Own’ Class 19’ released ownership “tracking markers” (a lot) ...
So take the original base values of the Original WMI Preferred Offering and their Supporting Trusts’ ... read the original Preferred Offering (196 pages) ... then, read a participatory prospectus ... research them as to their original WMB affiliations, ... as well as their transition to a WMI Preferred association at the exchange event’ ...
then, study and find them currently listed as ... “Operating As Subsidiary’s Of WMI Holdings Corp” (Always out of Delaware) ... then consider their continued interest bearing capabilities, ... conservatively apply a 11.9% loss ratio ... (Dunn & Phelps) ... and then apply a Court Assignment of .0195% FJR’ ... on your claim:, ... not to be considered ... ‘in your claim”, ... from Plan 7’s implementation ...
Personally, I Figure they’ are All now at their original 10 year maturity
... and there you go’ ...
AZ