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Could it be to buttress the merged company's financial position or to settle NSM's ~$1.8B debt?
*not sure if my debt figure is accurate
The FDIC's repudiation authority cannot be exercised on assets securitized prior to December 31, 2010.
The FDIC, in its regulation codified at 12 CFR 360.6 (the “Securitization Safe Harbor Rule”), set forth criteria under which, in its capacity as receiver or conservator of an insured depository institution, it will not, in the exercise of its authority to repudiate contracts, recover or reclaim financial assets transferred in connection with securitization transactions.
Asset transfers that, under the Securitization Safe Harbor Rule, are not subject to recovery or reclamation through the exercise of the FDIC's repudiation authority include those that pertain to certain grandfathered transactions, such as, for example, asset transfers made prior to December 31, 2010 that satisfied the conditions (except for the legal isolation condition addressed by the Securitization Safe Harbor Rule) for sale accounting treatment under generally accepted accounting principles (“GAAP”) in effect for reporting periods prior to November 15, 2009 and that pertain to a securitization transaction that satisfied certain other requirements.
In addition, the Securitization Safe Harbor Rule provides that asset transfers that are not grandfathered, but that satisfy the conditions (except for the legal isolation condition addressed by the Securitization Safe Harbor Rule) for sale accounting treatment under GAAP in effect for reporting periods after November 15, 2009 and that pertain to a securitization transaction that satisfies all other conditions of the Securitization Safe Harbor Rule (such asset transfers, together with grandfathered asset transfers, are referred to collectively as Safe Harbor Transfers) will not be subject to FDIC recovery or reclamation actions through the exercise of the FDIC's repudiation authority.
Agreed on your point but re the FDIC issue and what they may currently hold. I think there is ample evidence of unsold and yet unliquidated "WMB" assets that were retained by the FDIC. Done as stated and allowed for per the P&AA.
Wamu June, 2008 10Q...pgs 48-51/97
FDIC Inception Balance Sheet
Post 519292
Excellent summation of this case dugit69, more so because you quoted actual documents and presented the info in a clear and concise manner. Agree 100%!
The problem for commons was that the bankruptcy never showed sufficient funds to satisfy Pref's (P, K + Reits) in full.
If Prefs were all represented by the Reits counsel, commons would have been permanently cancelled and received nothing.
This was the bargain that was made by the EC to get Reits (TPS) to agree to the settlement.
Is it absolutely fair, probably not, but something was better than receiving nothing at all.
With regard to the DC Action, WMI v FDIC/(JPM), again the board has been misled.
The ruling was that the DC court would reserve it's judgment in deference to the GSA.
This meant that the court would only rule if the parties did not reach an amicable agreement under the GSA,...they eventually did!!!
The GSA/POR took priority over the DC court decision which was delivered, with prejudice, and acknowledged the GSA had priority.
I know this because I actually read the court's decision, not just claimed I did.
QUOTE: "With regard to WMI's FDIC claims, the DC Action as it is known, was settled via the 7th amended, confirmed, class ballot approved Plan. For a reminder, the DC Action, regarding the FDIC-R's denial of WMI's claims against the receivership, were included in the settlement.
A Prospectus last I checked was a Document, all of which were also cancelled and of no force and effect...now useless pieces of paper! Some of you guys literally read nothing or only what supports a certain view.
QUOTE: "More specifically the "P"'s & "K"'s will flow according to their Trust prospectus."
b. Cancellation of Preferred Equity Interests
Notwithstanding the provisions of Section 23.1 of the Seventh Amended Plan, on the Effective Date, all non-REIT Series Preferred Equity Interests shall be deemed extinguished and the certificates and all other documents representing such Equity Interests shall be deemed cancelled and of no force and effect.
Cancelled shares and documents have no claims or rights...period!
Eventually the reality of what the text clearly says will sink in, if it hasn't already.
Just to be clear...I am not 100% sure that there are even $2-$10B in Safe Harbor assets that could return, much less more.
We could see some return from the bk estate worth ~$100M or so if all goes well.
The bulk, if it exists, will come from SH and/or the FDIC imo.
All I'm trying to show is that whatever comes back won't all go to OLD COMMONS according to APR simply because those OLD COMMONS were cancelled in 2012 and the exception to APR adopted by all parties .
All Old WMI issued stock = Cancelled (Pref, Reits + Commons)
POR issued Equity Interests = Owners of WMI Estste bk and bk remote assets @ 75%/25% as prescribed in POR.
Of course they weren't cancelled doc, even though that's exactly what the POR states was done.
And posted in ALL CAPS so you must be 100% correct.
Facts and Evidence vs Opinion
Well done!
Past tense...they were but no longer are.
The last link in the legal chain of title are the new Preferred and Common Equity Interests issued to those who released on the ED in 2012.
Original WMI issued Preferred, Reits (formerly TPS) and Common stock are ancient history, they are not the same as our current Equity Interests.
A similar scenario had POR 6 been passed, except that we were issued new markers representing our ownership stake with modified rights to each class.
I honestly don't see why this is so difficult for some here to grasp.
Edit: sorry but my English may be different. "were/are" seems to me says old wmi were beneficiaries and are still same to date. Old EI vs New EI, are not equivalent.
Maybe this time?......but not likely!
At some point reality is bound to set in.....hope this helps.
Question: How does common stock that was legally CANCELLED in the POR reclaim rights that they formerly possessed before CANCELLATION and voiding of their legal documents???
Evidence: 4. Cancellation of Existing Securities and Agreements
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;
Evidence: a. Cancellation of Common Equity Interests
Notwithstanding the provisions of the Seventh Amended Plan, on the Effective Date, all Common Equity Interests shall be deemed extinguished and the certificates and "ALL" other documents representing such Equity Interests shall be deemed cancelled and of no force and effect.
Definitions
CANCEL: abolish or make void (a financial obligation) or to annul or revoke (a formal arrangement which is in effect).
EXTINGUISH: render (a right or obligation) void (law).
VOID: not valid or legally binding
What POR did you read that has 100's of redacted pages? The P&AA was redacted and has nothing to do with cancelling shares, which is what I was referring specifically. Still waiting for that elusive answer of how voided shares can inherit anything. At least try making some sense!
No I absolutely don't but I can read, comprehend and most importantly on this specific subject, I consulted with a qualified professional who does, albeit in General Practice, not Bankruptcy law.
What exactly would those "redacted docs" provide when the info is already public?
I will repeat again, for the millionth time.....
1) Old Pref and Common stock were cancelled
2) New Pref and Common Equity Interests were issued with rights that supersede the "old rights" of the cancelled stock.
3) These new Equity Interests are the Successors in Interest to the entire WMI estate, ie both bankruptcy and bankruptcy remote assets.
4) Assets returned to Equity will be divided 75%/25% till all assets are distributed, not based on unsubstantiated wishful thinking by certain posters and selective application of the law.
If there is some actual factoid that refutes my prior statements by all means present it, rather than baseless MB fueled rhetoric.
Which party caused you to sign the release using force or threats?
There were two options, to sign or not, each with certain consequences.
That's not coercion.
You are conflating my statement with one example i used. Both are separate issues or the same depending on the situation. Making up stories about escrows is relatively harmless since they are not tradeable. Making up stories about WMIH owning $100's billions in assets is "pumping" and could have serious consequences for some investors.
Again, show where i've ever stated that $2-$10B is proven...you can't because i've never did, unlike some who continue to state commons were not cancelled. That is provably false because there is evidence that says otherwise!
What part of "provably false info being claimed as fact" do you guys don't get?
Can you prove 75%/25% does not apply even though it's documented and supports my view?
Secondly, nothing posted about ESCROWS will cause anyone to go out and invest unwisely into WMIH. Escrows can't be sold or traded last i checked and has nothing to do with WMIH to date.
Can you trade escrow shares? NO...so that is a moot point!
When have i ever claimed $2-$10B is a FACT?...NEVER
Reread my post....."provably false info being claimed as fact"...that does not mean everything any one posts.
Here are just two examples of many.....
1) Commons are NOT cancelled... provably FALSE
2) Preferred stock was backed by specific Trusts...provably FALSE
Do you get it now???
QUOTE: "when provably false information is posted and claimed to be factual"
Show where any of the highlighted text is applicable to anything posted? There are several posters however who even when faced with evidence still harp away with nonsensical bunk while lecturing us about "experience".
So are you saying that when provably false information is posted and claimed to be factual, no one should attempt to correct or challenge it whatsoever?
Case in point, the claims by some who state that WMIH is set to gain $100's of billions in legacy Mortgage assets. Could this possible cause some newbies or less informed posters to have a false view of WMIH's future financial performance that may result in poor decisions being made?
There were many settlements made where the Term Sheets were redacted or not made public. All we can go on is what was presented in the POR, with it's sometimes vague language. This IMO is why i believe the FDIC will eventually release all or our share of any WMI owned property (Safe Harbor or otherwise) that was held by WMI subs or WMB SPE's.
You are correct Dm, WAMU did indeed retain MBS's and other investments in the form of Trading Assets and Available for sale Securities (no "Held to Maturity").
As of June 30, 2008, these assets totaled ~$28B ($2.31B + $25.76B respectively), all measured at Fair Value as of June, 2008.
IMO, the Trading Assets were liquidated prior to and during the bankruptcy process to pay Creditors, but the Afss were definitely not.
These assets were, i believe, seized along with WMB but could not be sold since most of them were MBS's ($19.4B) the rest being Investment securities ($6.33B).
These assets were held by WAMU SPE's and therefore protected from seizure and sale to JPM.
Reference document: WAMU 10Q, dated June 30, 2008...pgs 48-51 of 97.
Basically, everything each party said they would do in the POR.
If any entity reneges on any agreement, their releases are voided and they could be subject to litigation.
The EC were parties to the POR representing Common, Preferred and Reits.
In essence the FDIC is not fully released by us, Equity, until they fulfill all agreements made.
EC = Equity
Section 1.183 Released Claims...pg 23 of Confirmation Order
QUOTE: "provided, however, that “Released Claims” does not include (1) any and all claims that the JPMC Entities, the Receivership, the FDIC Receiver and the FDIC Corporate are entitled to assert against each other or any other defenses thereto pursuant to the Purchase and Assumption Agreement, which claims and defenses shall continue to be governed by the Purchase and Assumption Agreement, (2) any and all claims held by Entities against WMB, the Receivership and the FDIC Receiver solely with respect to the Receivership, and (3) subject to the exculpation provisions set forth in the Plan, any avoidance action or claim objection regarding an Excluded Party or the WMI Entities, WMB, each of the Debtors’ estates, the Reorganized Debtors and their respective Related Persons; and, provided, further, that “Released Claims” is not intended to release, nor shall it have the effect of releasing, any party from the performance of its obligations in accordance with the Confirmation Order or the Plan.
Agreed LG. The assets ultimately belonged to WMI and now to our Markers since WMI no longer exists. Our current Markers are subdivided into Preferred and Common Equity Interests with modified rights, different to those that existed prior to the ED.
As you said Safe Harbor protects assets from the FDIC, Creditors and even from the owners. The big difference is that once all impediments are gone those assets will return to their owners based on the prevailing agreements ie what Preferred and Common holders agreed to when WE RELEASED!!!
This resistance to the reality of this has more to do with ego's rather than being based on facts and evidence. I do not believe anyone was coerced to sign those releases and therefore we have to abide by what we voluntarily agreed to.
The FDIC will be FULLY released by the all parties to the POR 7 (Debtors, EC, CC/AAOC and JPM) when they fulfill all agreements made therein.
Could someone please decipher what the following "complex" arrangement of words could possibly means? Please help!!!!!!
From WAMU DS....pg 182 of 269
4. Cancellation of Existing Securities and Agreements
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;
WAMU DS pgs 162-164 of 269
a. Cancellation of REIT Series
Notwithstanding the provisions of Section 23.1 of the Seventh Amended Plan, on the Effective Date, all REIT Series shall be deemed extinguished and the certificates and all other documents representing such Equity Interests shall be deemed cancelled and of no force and effect. For the avoidance of doubt, Section 23.2 of the Seventh Amended Plan shall have no effect on, and shall not result in the extinguishment or cancellation of, the Trust Preferred Securities and, in accordance with the Global Settlement Agreement, JPMC or its designee is the sole legal, equitable and beneficial owner of the Trust Preferred Securities for all purposes.
b. Cancellation of Preferred Equity Interests
Notwithstanding the provisions of Section 23.1 of the Seventh Amended Plan, on the Effective Date, all non-REIT Series Preferred Equity Interests shall be deemed extinguished and the
certificates and all other documents representing such Equity Interests shall be deemed cancelled and of no force and effect.
a. Cancellation of Common Equity Interests
Notwithstanding the provisions of the Seventh Amended Plan, on the Effective Date, all Common Equity Interests shall be deemed extinguished and the certificates and "ALL" other documents representing such Equity Interests shall be deemed cancelled and of no force and effect.
Sometimes repetition is required before reality sets in..........
Apparently not holding fantastic views of $100's of billions in returns to escrows make one a "paid agitator", one who did not release and several other pejorative names. These are the antics of the class of clowns.
What a great example of rewriting history and the LAW! There are no selective applications of the LAW to certain assets and not others.
Commons are CANCELLED!!!
APR was VOIDED!!!
It is apparent that some absolutely do not decipher anything at all. If actual documents were read, instead of listening to MB poster(s), more accurate info would be gleaned.
Mattchew....riddle me this!
If 75%/25% is not applicable, how does APR still apply and Commons gain control of it's former rights when they were CANCELLED!!!
Based on this "dotish" argument being perpetuated, all cancelled stock ever would have recourse to retrieve Safe Harbor assets.
...pffffft'...
WMB preferred Stock...not WMI's
Those who actually read documents and understand would know the difference.
All TPS assets and "stock" were transferred to JPM as per the "Exchange Event in 2008. Essentially the investors interests were converted to WMI Prefs (Reits) and the TPS actual stock and assets went to JPM. JPM was assisted because the court ruled that the TPS assets were "core capital" of WMB.
bk...would really appreciate your critique on my question posed.
No vociferous debate will ensue from your response!
TIA
We will NEVER see $299B returned to our markers, that is an WMIH board fantasy. The Receivership has $16.2B in claims(Notes +DB)so that amount must be surpassed before Equity sees a cent. If the Noteholders reach an agreement to settle for less prior to closure, any excess will filter to us. Claims must be paid off fully, ie all $13.8B or the negotiated amount before Equity benefits.
Absolutely Bill48...you succinctly described who I was referencing in my accurate post...Just Saying.
Hence my ultra conservative guesstimate of $2-$10B..........
Nice post Dmdm, as always. Even though I may differ with you on the amount of possible returns, I am with you 100% regarding your reasoning and logic. Looking forward to a positive resolution soon.
List of noted failures.
1) The NOLS are gone when CIC occurs
2) P's + K's were backed by Trusts
3) Commons own the WMI estate
4) Commons were not cancelled
5) WMIIC bankruptcy assets were separate from WMI
6) The J. Carreon proffered testimony states that when the CIC occurs the NOLS will be eliminated
7) APR is still applicable to WMI Estate distributions to Pref and Commons
8) WMIIC is Eclipse
Before lecturing, accurate knowledge is required!
...pffffft'... LOL
The conservator would be the FDIC-C correct?
Could this Unrecorded asset also have bene the $24.4B (fair value) in Available for sale securities WAMU held as of June 30th, 2008???
In the first 6 months of 2008 they provided a $1.6B roi and were comprised of highly rated MBS's ($18-$19B) and other Investment grade securities (~$6B).