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A portion of the cash component used towards the acquisition of NSM was raised by issuing unsecured senior notes, not via a bridge loan.
"WMIH Corp. (the “Company” or “WMIH”) issued a press release announcing the pricing of its offering by Wand Merger Corporation, a direct wholly-owned subsidiary of the Company, of $1.7 billion aggregate principal amount of senior unsecured notes in an offering exempt from the registration requirements of the Securities Act of 1933, as amended. Upon consummation of the proposed merger with Nationstar Mortgage Holdings Inc. (“Nationstar”), the notes will be assumed by Nationstar.
https://www.sec.gov/Archives/edgar/data/933136/000119312518208383/d786963d8k.htm
==================================================================
WMIH Corp. Announces Pricing of Offering of $1.7 Billion of Senior Notes
"The proceeds of the offering will be deposited in escrow, with such proceeds to be released to finance the consummation of the Merger subject to the satisfaction of customary conditions."
https://www.sec.gov/Archives/edgar/data/933136/000119312518208383/d786963dex991.htm
==================================================================
"The proceeds from the Notes were funded into escrow, which upon release will be used, together with the proceeds from the issuance of the Company’s common stock and the Company’s cash and restricted cash on hand, to consummate the Company’s previously announced acquisition of Nationstar Mortgage Holdings Inc. (“Nationstar”) and the refinancing of certain of Nationstar’s existing debt and to pay related fees and expenses..."
https://www.sec.gov/Archives/edgar/data/933136/000119312518217898/d505504d8k.htm
....WMIH made a bridge loan to purchase the assets of NSM, and stated categorically that assets far outweighed liabilities...the loan was for over 2 billion dollars, and backed by assets of WMIH, supposedly...
A portion of the cash component used towards the acquisition of NSM was raised by issuing unsecured senior notes, not via a bridge loan.
....WMIH made a bridge loan to purchase the assets of NSM, and stated categorically that assets far outweighed liabilities...the loan was for over 2 billion dollars, and backed by assets of WMIH, supposedly...
According to ron_66271, RICO = $900 billion to be paid.
nosch
I wish we would find out of the AMOUNT OF RICO SETTLEMENT NEGOTIATED AND AGREED UPON TO BE PAID FOR WAMU ...TO WAMU SHAREHOLDERS BY FDIC AND JPM....RICO IS USUALLY = X3 BUT I THINK THIS TIME IS PRICE X2...THAT MEANS JPM MAY HAVE TO PAY $60 OR RICO $90 FOR CLASS 22 ACCORDING TO OUR POR7 RICO CLAUSE....REMEMBER THAT???....SWEET...NO????...BEST
Those supposed assets has been explained, ad nauseam.
A transcript from the July 2, 2010 court hearing.
http://www.sidedraught.com/stocks/WashingtonMutual/Transcripts/2010%20July%2020/08-12229-20100720.pdf
Pg. 71 of 133
"We also have in there the part (b) of what is to be retained, and that is because in negotiations that we had with all of the settling parties, with the equity committee last week, with the FDIC, we did talk a great deal about the concept
of the retained assets. Now, it's my position, Your Honor,
that the examiner doesn't need to do much with the retained
assets other than say the assets are retained and therefore the
liquidating trust can go ahead and pursue them. They will
still be there; they can be carried through. But I understand
that the equity committee is very interested in having a
neutral third party do an investigation of those retained
assets."
""part (b) of what is to be retained""
The explanation/definition of what part (b) is...
Pg. 70 of 133
"Moving on, the next step is part (b), and that would be "such other claims and causes of action which shall be retained by the Debtors, and the proceeds thereof, if any, distributed to creditors and equity interest holders pursuant to the Plan, and the claims and defenses of third parties thereto," and we've defined that as the "Retained Asset Component""
Part (b) = "Retained Asset Component" = "such other claims and causes of action which shall be retained"
==================================================================
Part (b) = "Retained Asset Component" = "such other claims and causes of action which shall be retained by the Debtors, and the proceeds thereof, if any, distributed to creditors and equity interest holders pursuant to the Plan, and the claims and defenses of third parties thereto,"
The retained assets being referred to are NOT...
Money
Real estate
Securities
Commodities
Gold
Silver
MBS
Does anyone remember in late 2012 how the WMI Liquidating Trust went after Goldman Sachs for discovery? They preserved the right to do so, to go after such third parties, per the part (b) definition.
Date Filed: 11/30/2012
Motion by WMI Liquidating Trust for an Order Authorizing an Examination of Goldman Sachs Pursuant to Bankruptcy Rule 2004
http://www.kccllc.net/wamu/document/0812229121203000000000001
"1. WMILT seeks authorization to conduct discovery into potential claims against Goldman Sachs for breach of contract and related causes of action. Evidence recently developed by WMILT's Litigation Subcommittee suggests that these claims could be a source substantial value to WMILT's remaining creditors and WMI's former equity holders."
Sadly, nothing every became of it.
Akin and Gump are discussing the scope of what the Examiner can examine and what he cannot examine:
"We also have in there the part (b) of what is to be retained, and that is because in negotiations that we had with all of the settling parties, with the equity committee last week, with the FDIC, we did talk a great deal about the concept of the retained assets! Now, it's my position, Your Honor, that the examiner doesn't need to know much with the retained assets other than say the assets are retained and therefore the liquidating trust can go ahead and pursue them. They will still be there; they can be carried through. But I understand that the equity committee is very interested in having a neutral third party do an investigation of those retained assets."
Remind everyone again, when will the NOLs go away?
What would your definition of ridiculous be? Is a minimum of $40 billion returning be considered "fair & reasonable" or would this fall under the category of be "ridiculous"?
~ The WMI Equity Class Specific Distribution Returns Will Be “Fair & Reasonable”, They WILL NOT Be Ridiculous ~
Yes, tell us the numbers again. What is it, $900 billion?
Want My Numbers for WMB and It's Assets?
Those supposed assets has been explained, ad nauseam.
A transcript from the July 2, 2010 court hearing.
http://www.sidedraught.com/stocks/WashingtonMutual/Transcripts/2010%20July%2020/08-12229-20100720.pdf
Pg. 71 of 133
"We also have in there the part (b) of what is to be retained, and that is because in negotiations that we had with all of the settling parties, with the equity committee last week, with the FDIC, we did talk a great deal about the concept
of the retained assets. Now, it's my position, Your Honor,
that the examiner doesn't need to do much with the retained
assets other than say the assets are retained and therefore the
liquidating trust can go ahead and pursue them. They will
still be there; they can be carried through. But I understand
that the equity committee is very interested in having a
neutral third party do an investigation of those retained
assets."
""part (b) of what is to be retained""
The explanation/definition of what part (b) is...
Pg. 70 of 133
"Moving on, the next step is part (b), and that would be "such other claims and causes of action which shall be retained by the Debtors, and the proceeds thereof, if any, distributed to creditors and equity interest holders pursuant to the Plan, and the claims and defenses of third parties thereto," and we've defined that as the "Retained Asset Component""
Part (b) = "Retained Asset Component" = "such other claims and causes of action which shall be retained"
Well, there is a quote from court transcripts about hw the assets will be there and we can go after them.
Kindly quit trolling on semantic minutiae
The last WMI Liquidating Trust Quarterly Summary Report states that, "Any outstanding LTIs and escrow markers will be canceled".
That means all escrow markers will be canceled.
http://www.wmitrust.com/wmitrust/document/8817600191101000000000001
Our Equity Class, Completely Separated Cusips, (Tracking Marker Class Designated), Are Not Able To Be Cancelled by the WMI-LT, ... the WMI-LT refers to the Cusips aligned with the Creditors Debt that the WMI-LT has properly paid ... (Tranche 1 through Tranche 4, Class 16 PIERS being the last), ... those are the Cusips the WMI-LT refers to as being cancelled ...
Read pages 9 through 14.
C. The Underwriters’ Claims
http://www.kccllc.net/wamu/document/0812229190412000000000002
Pg. 30 - 31 https://www.sec.gov/Archives/edgar/data/1545078/000119312519294873/d834622dex991.htm
E. Cancellation of LTIs and Escrow Markers/Escrow CUSIPs
"61. With the final distribution being made to holders of Allowed Claims within Class 18, all Liquidating Trust Interests which were issued pursuant to the Plan to holders of Allowed Claims or reserved on account of holders of Disputed Claims, and subsequently transferred to holders of Allowed Claims as payments flowed down and in accordance with the Bankruptcy Court-approved Plan and waterfall, will have been satisfied and there will be no remaining beneficiaries of the Trust other than potential charitable organizations. To the extent that “escrow markers/escrow CUSIPs” have been administratively issued for tracking purposes, WMILT submits that cancellation thereof is appropriate in order to avoid inconsistency and misunderstanding in the marketplace. WMILT submits that such cancellation of escrow markers/escrow CUSIPs will not prejudice any party as no additional distributions will be made."
~ MB, Be “Assured”, I Am Right’, The Plan 7’ DS Is My Point Of Reference ~
The WMI-LT can only Cancel the Cusips aligned with the Creditors that it paid off
AZ
Disbursing Agent: With respect to (a) the initial distribution of...
"the initial distribution of"
"the initial distribution of"
"the initial distribution of"
REORG IS THE DISBURSING AGENT FOR LTI/CASH
Disbursing Agent: With respect to (a) the initial distribution of (i) Cash
pursuant to Article III of the Plan to holders of Allowed Administrative Expense Claims and, to
the extent applicable, Allowed Priority Tax Claims as of the Effective Date, (ii) Cash to holders
of Allowed Priority Non-Tax Claims as of the Effective Date, (iii) Cash to holders of Allowed
Convenience Claims, Allowed WMI Claims, Allowed Trustee Claims, and the fees and expenses
owed to certain Creditors’ professionals pursuant to Section 41.18 hereof, in each case as of the
Effective Date, (iv) Creditor Cash pursuant to Section 31.1 hereof, and (v) Runoff Notes,
Liquidating Trust Interests and Reorganized Common Stock to or for the benefit of holders of
Allowed Claims and Equity Interests, as applicable, the Reorganized Debtors or the Reorganized
Debtors’ designee and (b) with respect to all other distributions, the Liquidating Trustee or any
Entity in its capacity as a disbursing agent. The Disbursing Agent also shall, at the election of
JPMC, make the distribution to each Releasing REIT Trust Holder set forth in Article XXIII of
the Plan from Cash or stock transferred by JPMC to the Disbursing Agent for that purpose. In
their role as Disbursing Agent, the Reorganized Debtors shall hold Cash, Creditor Cash, Runoff
Notes, Reorganized Common Stock and Liquidating Trust Interests as agent only, and shall not
have any ownership interest in such cash, stock or interests.
The letter states that it's come to her attention that an internet link in a letter she sent to the court on August 13, 2019 is inaccessible. Therefore, she is providing a copy of the document, ‘Closing Argument of the Equity Committee’ (In re Washington Mutual, Inc. et al.) (December 7, 2010)
You have any idea what this is???????????
Saturday, November 16, 2019
misc Letter Sat 2:34 PM
Letter to Judge Richard G. Andrews from Alice Griffin regarding Copy of Document Cited in Letter Dated August 13, 2019 ('Closing Statements of Equity Committee'). (Griffin, Alice)
The Escrow CUSIPs and Escrow Markers are one and the same.
Pg. 30
E. Cancellation of LTIs and Escrow Markers/Escrow CUSIPs
http://www.kccllc.net/wamu/document/0812229191114000000000001
So, What Exactly Is The WMI-LT “Canceling” ?
... I’ll tell everyone what’, ... Absolutely Nothing’, ..,
... Not, “escrow markers”, ... because there is no such thing, ...
... Not, “Escrow Cusip’s”, ... because the WMI-LT Never controlled anyone’s “Escrow Cusip’s” ...
Are things becoming clearer ... ? ...
AZ
Pg. 22
1. Books and Records
Pursuant to Section 3.3 of the Liquidating Trust Agreement, upon the distribution of all Liquidating Trust Assets, Liquidating Trust Agreement, Section 3.3. See also, Liquidating Trust Agreement, Section 4.10. Rather than reserving significant funds necessary to preserve books and records for an additional six (6) years, especially because WMILT has already preserved all such books and records (including those of the Debtors) for almost eight years, pursuant to Section 9.9 of the Liquidating Trust Agreement, the Trust Advisory Board shall amend the Liquidating Trust Agreement, to remove the obligation to further preserve such books and records no earlier than one (1) year following the dissolution and wind-up of WMILT.
http://www.kccllc.net/wamu/document/0812229191114000000000001
Don't forget?, also', the $24 billion dollar payment ~?~ from the FDIC' to the Estate @ for the WMI property that it ?... had illegally seized. That' ?... payment was to happen by the 'drop dead date' of ? ...March 2017' so they're a little late.
Since? ~ the payment is to * the Estate $ would the 75%/25% ratio still apply?
~ Mr Gold, ... Yepperini Those Two’ Are, “Hi-Lar-I-Ous” That’s for Sure ~
But seriously, ... none of us would ever be able to know all of the numbers ...
WMI filed for its reorganization with $32 billion reported and $8 in liabilities ... But’, ... WMI paid everyone off with its “Cash & Tax Refunds” ... so, ? ... that’s my conservative reference to Dev, earlier, regarding WMI’s $30 billion (ish) ... all in’ ...
Then, WMI settled with the FDIC for the wrongful taking of its property, ... known as the GSA ... so, how much was that, ? ...
Then the WMB Noteholders won their litigation ... the FDIC holds those claims ...
Then there are the ABS-Certs, ... how much is there, ? ...
Also, the numbers in Plan 7’s DS are variables, so they should be approached with the use of an application of common sense ? ...
Then there’s the interest accumulation plus an FJR assignment ... my oh my’ ...
Is there quite a lot in my opinion ... ? ... sure’ ... BUT’ ... The Cases Need To Be Closed’, ... FIRST
AZ
WMIH’s Amendment of Series B Preferred Conference Call on December 12, 2017
11:17
Brian O’Neill: Accent Realty
[Q: Brian] I’d like to ask you a question in relationship to the, the other side of this, the issue of WMIH which is the payment of Escrow. Does WMIH expect to receive any funds, whatsoever, if WMI, the Liquidating Trust income of say,… i think i’ve heard figures of 2.5% or is there any indication that there’s going to be any payment to you as well as Escrow?
[A: Bill Gallagher] I don’t think that has anything to do with WMIH Corp, uh, Brian. Any of that is for either the Liquidating trust or other Estates or Companies that are not related to this.
[A: Tom Fairfield] So, is your question…do you…is there the potential for WMIH Corp to receive further funds from the Liquidating Trust from the original Bankruptcy?
[Q: Brian] I just…i want to know whether there’s any connection between the two? So, if i ask the question whether you’re expecting to receive any income from that, for planning purposes…whether there would be, you know,…it’s still a possibility? Is it still a possibility that you would receive that income?
[A: Tom Fairfield] No. The only interest that the WMIH Corp has remaining in the Bankruptcy is there was a small litigation trust which has been substantially resolved. And, we’ve received our share of the proceeds. But, there’s a very minor immaterial amount of money remaining. And, if it isn’t spent on expenses we could receive a de minimis further payment. And, that’s it. There’s no other expectation of money from the Bankruptcy.
[Q: Brian] Follow up question, if i may? I was curious to know, just recently,…believe it was yesterday or the day before, KKR did a…created a BDC platform with FS Investments. And, this…the reason why i’m relating this to WMIH is because i think if it is a BDC rather than a Merger and Acquisition, whether this would be a possibility of involvement of WMIH in the process of managing the monies from the Trust? And, whether we were in fact involved in that particular creation of that platform?
[A: Tom Fairfield] We’re not in a position…that’s a KKR platform so, it does not involve WMIH. And, so, we’re not in a position to speak to what KKR’s plans are for that platform, but it does not involve WMIH Corp.
[Q: Brian] Well, we are involved in W…we are involved in KKR? Isn’t that the fact?
[A: Bill Gallagher] KKR is our largest investor through the Series B and they have other interest so, they are a strategic investor in WMIH. We’re not an investor in any KKR businesses.
[Q: Brian] Ok, i just wanted the clarification of the word ‘Partnership’ versus Merger and Acquisition because essentially it’s so convoluted in the organization of KKR that, the term ‘Partnership’ is we could be indirectly involved in that Partnership.
[A: Tom Fairfield] So, we have no legal Partnership with KKR, just to be clear. KKR owns an investment in WMIH. They own Series B Preferred Stock. They also own some warrants and they own Series A Preferred Stock. And, they have…there are two employees who sit on our Board of Directors. But, it’s not a legal Partnership. It is a relationship through the contracts related to those stock holdings. It’s not a legal Partnership.
[Q: Brian] Can i sneak a quick one in?
[A: Bill Gallagher] I think we have to move on Brian, really. We want to give other people a chance to ask questions, please.
[Q: Brian] Any involvement with…
[A: Bill Gallagher] Back in the Q.
[Q: Brian] I’ll try, thank you.
[A: Tom Fairfield] You’re welcome.
Just adding some old information.
In a shareholder information release (stockholders meeting or earnings conference), I distinctly remember them saying that there were no additional monies coming to the newco.
I also remember language in the agreement creating the newco that defined what the had at inception containing the concept ‘and nothing else’.
Can anyone confirm or deny
That is 'if'...
3.2 Dissolution of the Liquidating Trust.
"If at any time the Liquidating Trustee determines, in reliance upon such Trust Professionals as the Liquidating Trustee may retain, that the expense of administering the Liquidating Trust so as to make a final distribution to the Liquidating Trust Beneficiaries is likely to exceed the value of the assets remaining in the Liquidating Trust, the Liquidating Trustee may apply to the Bankruptcy Court for authority to (i) reserve any amount necessary to dissolve the Liquidating Trust, (ii) donate any balance to a charitable organization (A) of the type described in section 501(c)(3) of the IRC, (B) exempt from United States federal income tax under section 501(a) of the IRC, (C) that is not a “private foundation”, as defined in section 509(a) of the IRC, and (D) that is unrelated to the Debtors, the Reorganized Debtors, the Liquidating Trust, and any insider of the Liquidating Trustee, and (iii) dissolve the Liquidating Trust."
https://www.sec.gov/Archives/edgar/data/933136/000090951812000099/mm03-1212_8ke101.htm
Quote:" As provided for in the Plan and Liquidating Trust Agreement, any funds remaining on hand immediately prior to the dissolution of the Trust will be donated to one or more charitable organizations."
LMAO!! That's what we waited 11 years for??
HHHHHHHHEEEEEEEEEEEEEEEEEEEEEEEEEEEELLLLLPPPPP! Oh my God Im gonna faint....
Filed 3/28/2012
ANOTHER JEWEL LTIs
" the transfer by such beneficiaries to the Liquidating Trust of the Liquidating Trust Assets
(other than the Liquidating Trust Assets allocable to the Liquidating Trust Claims Reserve) in exchange for
Liquidating Trust Interests. "
5.2 Liquidating Trust Assets Treated as Owned by Liquidating Trust Beneficiaries. For all
United States federal income tax purposes, all parties (including, without limitation, the Debtors, the
Reorganized Debtors, the Liquidating Trustee, and the Liquidating Trust Beneficiaries) shall treat the transfer
of the Liquidating Trust Assets to the Liquidating Trust as (1) a transfer of the Liquidating Trust Assets
(subject to any obligations relating to those assets) directly to the Liquidating Trust Beneficiaries and, to the
extent Liquidating Trust Assets are allocable to Disputed Claims, to the Liquidating Trust Claims Reserve,
followed by (2) the transfer by such beneficiaries to the Liquidating Trust of the Liquidating Trust Assets
(other than the Liquidating Trust Assets allocable to the Liquidating Trust Claims Reserve) in exchange for
Liquidating Trust Interests. Accordingly, the Liquidating Trust Beneficiaries shall be treated for United
States federal income tax purposes as the grantors and owners of their respective share of the Liquidating
Trust Assets (other than such Liquidating Trust Assets as are allocable to the Liquidating Trust Claims
Reserve, discussed below). The foregoing treatment shall also apply, to the extent permitted by applicable
law, for state and local income tax purposes.
FOLLOWED BY ACTION SHOULD TAKE PLACE SOON IMO.
http://www.kccllc.net/documents/8817600/8817600120328000000000001.pdf
This is from the WMI Liquidating Trust June 30, 2017 Quarterly Summary Report - filed 7/28/2017.
Note 9: Investment in Subsidiaries
"Since the Effective Date, the Trust had five (5) dormant subsidiaries without any active business operations. The subsidiaries adopted a plan of liquidation in October 2012. The assets held by these subsidiaries were comprised solely of cash and cash equivalents. On June 23, 2017, four of the subsidiaries were merged with and into the last remaining subsidiary, WaMu 1031 Exchange. Prior to such mergers, such subsidiaries distributed their remaining cash to the Trust. The Trust received $444,333 on June 27, 2017. The last subsidiary, which no longer has any assets, is expected to be dissolved by December 31, 2017."
http://www.wmitrust.com/wmitrust/document/8817600170728000000000001
Based on actual documents (FINALLY) there is now some proof that assets are possibly being hidden...YES I SAID IT!!!
Now, WHAT AND HOW MANY Assets / Interests did WM Rainier LLC and WAMU 1031 Exchange own?????????.
Here are the documented facts...…….form your own opinions.
1) In June of 2017 WM Rainier LLC was merged with and into WAMU 1031 Exchange with the resulting entity being referred to as the SURVIVING CORP..
2) All stock of WM Rainier LLC (owned by LLC) was cancelled while all stock of WAMU 1031 remained intact at Effective Date of Merger...WMILT AS THE "SOLE SHAREHOLDER", BENEFICIALLY HELD ALL SHARES OF WAMU 1031 AS OF THE MERGER.
3) Merger approved by a BOD (what BOD???) and "SOLE SHAREHOLDER"; ie the WMILT.
4) Director and Officer of SURVIVING CORP. seems to be Doreen Logan (Snr. VP) and Yana Soriano (Asst. Secretary).
5) At the Effective Date of the Merger, the SURVIVING CORP. owns ALL PROPERTY AND ASSETS of the merged entities, including TITLE TO ANY REAL ESTATE OR INTERESTS THEREIN conferred by DEED OR OTHERWISE.
6) The merged entities (WM Rainier + WAMU 1031) agrees to transfer TITLE AND POSSESSION of ALL PROPERTY, RIGHTS AND INTERESTS to the SURVIVING CORP., IT"S SUCCESSORS OR ASSIGNS, at any time, from time to time or WHEN REQUESTED.
NOTE: Point 6 would have already been implemented since the merger occurred in mid 2017. Whatever assets that both entities may have possessed are now likely with the SURVIVING CORP..
Do you care to explain Note 7, then? The Escrow CUSIP and the "escrow markers" are one and the same.
Note 7: Disputed Equity Escrow
"Holders of equity interests who timely returned required releases and documentation were given “escrow markers” to effectuate a redistribution, if any, of shares of Reorganized WMI common stock. Such escrow markers will be canceled after the final redistribution described above."
=================================================================
"In conjunction with the final distribution from the DEE and the pending close of the cases, the Trust performed an internal tax review of the DEE. In this review, it was determined that the DEE owed federal income taxes due to the increased value of the shares of common stock that were redistributed in August 2015. In October 2019, the DEE monetized approximately 38,000 shares of Reorganized WMI common stock in order to satisfy the related tax liability. After giving effect to the foregoing, approximately 91,000 shares of Reorganized WMI common stock remained on deposit in the escrow. The Trust has filed returns for the DEE and awaits a response as to any additional assessment and whether related share monetization is required. The Trust will then make its final redistribution, close the escrow and cancel the “escrow markers”."
http://www.kccllc.net/wamu/document/0812229191031000000000005
~ Dimples, Simply Because These Terms Are “NOT” The Same ~
The “escrow markers” the WMI-LT says it’s going to “cancel”, (Note 3 of the WMI-LT’s QSR), is referencing a term that doesn’t exist ... the WMI-LT doesn’t have any “escrow markers” ... To Cancel ...
and, the WMI-LT Can Not use the correct term, ... Escrow Cusip’ ..: because the WMI-LT Does Not Control them ...
So. No these terms are not the same ... and this is important, That’s the reason why I posted this ...
AZ
Enlighten me. How will i respond?
You know what he'll respond with, right?
The Escrow CUSIP and the "escrow markers" are one and the same.
From the latest quarterly summary report...
Note 7: Disputed Equity Escrow
"Holders of equity interests who timely returned required releases and documentation were given “escrow markers” to effectuate a redistribution, if any, of shares of Reorganized WMI common stock. Such escrow markers will be canceled after the final redistribution described above."
=================================================================
"In conjunction with the final distribution from the DEE and the pending close of the cases, the Trust performed an internal tax review of the DEE. In this review, it was determined that the DEE owed federal income taxes due to the increased value of the shares of common stock that were redistributed in August 2015. In October 2019, the DEE monetized approximately 38,000 shares of Reorganized WMI common stock in order to satisfy the related tax liability. After giving effect to the foregoing, approximately 91,000 shares of Reorganized WMI common stock remained on deposit in the escrow. The Trust has filed returns for the DEE and awaits a response as to any additional assessment and whether related share monetization is required. The Trust will then make its final redistribution, close the escrow and cancel the “escrow markers”."
http://www.kccllc.net/wamu/document/0812229191031000000000005
I noticed that too. There must be some truth to that Escrow CUSIP stuff...Hmmmmmmm
I had already posted it once before, a couple of weeks ago.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=151853901
Why are you ducking my response?
Hmmm?
From the same document...
Note 7: Disputed Equity Escrow
"Holders of equity interests who timely returned required releases and documentation were given “escrow markers” to effectuate a redistribution, if any, of shares of Reorganized WMI common stock. Such escrow markers will be canceled after the final redistribution described above."
=================================================================
"In conjunction with the final distribution from the DEE and the pending close of the cases, the Trust performed an internal tax review of the DEE. In this review, it was determined that the DEE owed federal income taxes due to theincreased value of the shares of common stock that were redistributed in August 2015. In October 2019, the DEE monetized approximately 38,000 shares of Reorganized WMI common stock in order to satisfy the related tax liability. After giving effect to the foregoing, approximately 91,000 shares of Reorganized WMI common stock remained on deposit in the escrow. The Trust has filed returns for the DEE and awaits a response as to any additional assessment and whether related share monetization is required. The Trust will then make its final redistribution, close the escrow and cancel the “escrow markers”."
http://www.kccllc.net/wamu/document/0812229191031000000000005
~ I’ll Go Ahead And Answer, The Term “escrow markers”, Does Not Exist ~
In my opinion, ... the reference to the cancellation of “escrow markers” placed within Note 3 of the WMI-LT’s QSR, was purposely made up’ and used to upset ...
... What Everyone Received for their Plan 7 release submissions, ... was a 9 digit “ESC Cusip”, for their Class 19 “P”s, ... their Class 19 “K”s, ... and their Class 22’ commons ...
AZ
http://www.kccllc.net/wamu/document/0812229190926000000000001
8:31
Judge Mary Walrath: Is this the only matter left then, (*referring to Nutmeg), other than the Griffin…
Brian Rosen: Yes, your Honor. We would file an application to close the case. Bring that on. Now, I realize that based upon our history in the case, your Honor…
Judge Mary Walrath: Ha Ha Ha.
Brian Rosen: …someone might oppose that application to close the case under the theory that there are in fact additional assets available for distribution. You and i and others have talked at, round and round, several times over. We are unaware of any additional assets, although people keep talking about that. But, we would like to bring that to closure and we would like to close the case.
HE said, it wouldn't interrupt his timeline for doing so.
Hosen's words, not mine.
It's likely they would have to give up some of those shares.
1 WAMPQ = 19.8005825 WMIH
1 WAMUQ = 0.03349842 WMIH
Per the ratio, those in Class 19 (P's) received more transitional shares than those in Class 22 (Q's).
If they are put into Class 22, where they might be allowed, wouldn't they be able to still keep those shares?
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=151423223
"Did I miss anything?"
Why are the UW's wanting to stay in Class 19?
In regards to what the "retained assets" are... 70/71 of 133
"Moving on, the next step is part (b), and that would be "such other claims and causes of action which shall be retained by the Debtors, and the proceeds thereof, if any, distributed to creditors and equity interest holders pursuant to the Plan, and the claims and defenses of third parties thereto," and we've defined that as the "Retained Asset Component""
==================================================================
"We also have in there the part (b) of what is to be retained, and that is because in negotiations that we had with all of the settling parties, with the equity committee last week, with the FDIC, we did talk a great deal about the concept of the retained assets. Now, it's my position, Your Honor, that the examiner doesn't need to do much with the retained assets other than say the assets are retained and therefore the liquidating trust can go ahead and pursue them. They will still be there; they can be carried through."
http://www.sidedraught.com/stocks/WashingtonMutual/Transcripts/2010%20July%2020/08-12229-20100720.pdf
The "retained assets" = "Retained Asset Component" = "such other claims and causes of action which shall be retained by the Debtors, and the proceeds thereof, if any, distributed to creditors and equity interest holders pursuant to the Plan, and the claims and defenses of third parties thereto,"
THEY (assets) WILL STILL BE THERE....The legal group Akin and Gump are discussing the scope of what the Examiner can examine and what he cannot examine. We also have in there the part (b) of what is to be retained, and that is because in negotiations that we had with all of the settling parties, with the equity committee last week, with the FDIC, we did talk a great deal about the concept of the RETAINED ASSETS.
Now, it's my position, Your Honor, that the examiner doesn't need to know much with the RETAINED ASSETS other than say the ASSETS ARE RETAINED and therefore the liquidating trust can go ahead and pursue them. They will still be there; THEY CAN CARRIED THROUGH. But I understand that the equity committee is very interested in having a neutral third party do an investigation of those retained assets.
Or, those individuals have finally woken up and simply chose not to lie to themselves anymore about the situation.
BE CAREFUL FOLKS!!!!!! some here will build reputations and be positive and will be in sheep's clothing for years and THEN turn to wolves and negative at the very WORST TIME!!!!!!!!
LIKE YOU ARE WITNESSING RIGHT NOW imho
It's not confusing. It was written exactly how it was supposed to be read.
I agree, it was written in a confusing way. But you summed it up nice and concise.
Good times ahead.......
WHAT - DOES - COOP - HAVE - TO - DO - WITH - ROSEN - FILING - AN - APPLICATION - WITH - THE - COURT - TO - CLOSE - THE - BK - CASES?
BBANBOB, I doubt Rosen will file today, because then COOP might get some question on this during the Quarterly Earnings call.... I think COOP moved up the earnings call so that they don't have to talk about this, then Rosen will file right after...
JMHO
Eclipse is/was Nationstar Mortgage Holdings (NSM).
My View: Eclipse = Marker Holders/Eclipse Holds Shares To Be Issued To Marker Holders Which Has NOT Happened Yet/Possibly Next Week and/or Simultaneous to BK Closing-We Shall Soon See What Transpires
https://www.sec.gov/Archives/edgar/data/933136/000119312518045989/d539539dex105.htm
Ladies and Gentlemen:
You have advised each of Credit Suisse AG (acting through such of its affiliates or branches as it deems appropriate, “CS”), Credit Suisse Securities (USA) LLC (“CS Securities” and, together with CS and their respective affiliates, “Credit Suisse”), Jefferies Finance LLC (“Jefferies”), Deutsche Bank AG Cayman Islands Branch (“DBCI”), Deutsche Bank Securities Inc. (“DBSI”, together with DBCI, “DB”), HSBC Bank USA, National Association (“HSBC Bank”) and HSBC Securities (USA) Inc. (“HSBC Securities” and, together with HSBC Bank, “HSBC” and, together with Credit Suisse, Jefferies, DB, HSBC and any Additional Commitment Party (as defined below), collectively,
the “Commitment Parties”, “we” or “us”) that Wand Merger Corporation (“Buyer” or
“Borrower”), an affiliate of WMIH Corp. (“WMIH”; WMIH together with Buyer, “you”), intends to acquire (the “Acquisition”), directly or indirectly,
all of the outstanding equity interests of the entity previously identified to us by you as “Eclipse”, a Delaware corporation (the “Company”).
You have further advised us that, in connection with the foregoing, you intend to consummate the other Transactions described in the Transaction. Description attached hereto as Exhibit A (the “Transaction Description”).
Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description or Exhibit B (the “Term Sheet”; this commitment letter, the Transaction Description, the Term Sheet and the Summary of Additional Conditions attached hereto as Exhibit C, collectively, the “Commitment Letter”).
__________________________________
CONFIDENTIAL EXHIBIT A
Project Eclipse
Transaction Description
Wand Merger Corporation (“Buyer”), a newly formed shell entity which is an affiliate of WMIH Corp. (“WMIH”), intends to acquire, directly or indirectly, all of the outstanding equity interests of the entity previously identified to us by you as “Eclipse” (the “Company”) from the equity holders of the Company.
__________________________________
CONFIDENTIAL ANNEX C-I
Form of Solvency Certificate
Date:
Reference is made to Credit Agreement, dated as of [•] (the “Credit Agreement”), among [•] (the “Borrower”), the lending institutions from time to time parties thereto (the “Lenders”), and [•], as Administrative Agent.
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. This certificate is furnished pursuant to Section [•] of the Credit Agreement.
Solely in my capacity as a financial executive officer of WMIH and not individually (and without personal liability), I hereby certify, that as of the date hereof, after giving effect to the consummation of the transactions in connection with the Bridge Facility:
1. The sum of the liabilities (including contingent liabilities) of WMIH and its restricted subsidiaries, on a consolidated basis, does not exceed the present fair saleable value of the present assets of WMIH and its restricted subsidiaries, on a consolidated basis.
2. The fair value of the property of WMIH and its restricted subsidiaries, on a consolidated basis, is greater than the total amount of liabilities (including contingent liabilities) of WMIH and its restricted subsidiaries, on a consolidated basis.
3. The capital of WMIH and its restricted subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof.
4. WMIH and its restricted subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations beyond their ability to pay such debts as they become due (whether at maturity or otherwise).
For purposes of this Certificate, the amount of any contingent liability has been computed as the amount that, in light of all of the facts and circumstances existing as of the date hereof, represents the amount that would reasonably be expected to become an actual or matured liability.
IN WITNESS WHEREOF, I have executed this Certificate as of the date first written above.
Here’s the article…
https://www.businessinsider.com/r-jpmorgan-builds-up-apartment-loan-leader-from-wamu-rubble-2015-7
JPMorgan found a $30 billion 'unexpected bonus' in the remains of Washington Mutual
Jul. 1, 2015, 1:47 AM
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Read the article. ("That's how JPMorgan's apartment-lending business grew so much during the crisis: The bank bought assets from Washington Mutual and Citigroup Inc at low prices, which are generating solid income now.")
JPM didn't lift up their couch cushions and said,"Lo and behold, look what we found, 30 billion".
The “unexpected bonus” was that the portfolio of these mortgages on apartment buildings, that JPM acquired, earned strong returns.
HOT meat..Maybe you could mention to the board your thoughts on why JPM felt the need to brag about finding 30 billion in the rubble of WM` while a judge was still handling a bankruptcy case that is not finalized ? That article still bugs me the most after over 11 years of waiting for the judge to put the hammer down. Do you think the judge would appreciate someone bragging about finding someone else's money while they are still working on the biggest bank failure in our history? just wondering...
Is that proof positive or are your speculating?
The company has stated in it's SEC filings ever since 2012 that WMIIC had no assets and no operations.
Whatever WMIIC had it WAS transferred to a DST during Nov/Dec year 2017.
Sold out?
Billions?
Or, SG simply got us the best deal they could considering all things.
3) SG either sold us out or there are billions coming
Simply put –
The P’s, K’s, and U’s stock; and the Prospectus that govern those securities were cancelled. Those securities were replaced with Escrow CUSIPs for those who signed releases. Along with that a new payout matrix was formed. (75%/25%)
Like you’ve said,
(quote) “I always say' ...
~ Know What You Own ~
I Don't EVER say',
~ Know What You Used To Own ~ ?” (end quote)
Windfall, This Is How I View These Issues ~
A Released Class 19', ... can only be in receipt of, what it was originally specific to' ... a WMI Preferred and then Court Ordered To be a combination of the TPS REITs, and again an original WMI Preferred' ... so, the TPS REIT Cash and the WMI preferred Covertibility' option ...
A Released Class 22', ... is a direct derivative of the original WMI common share estate ownership, ... the only actual numbers I have found are those associated with the Judges approved, signed, and backdated "Stipulation" associated with the WM Capital Trust, which was not a considered part of either the BK's or the reorganization' ... the WM Cap Trust was a prime example of a segregated financial institution ... the PIERs were merely a debt offering' ...
... "WMIH" is the current and present tense, WMI', now reorganized parent corp., ... and a released wamuq' Class 22, was an original owner of the entire WMI estate' ...
and the TRUSTEEs (plural) were and will remain in a legal holding pattern, ... "Until The Cases Are Closed" ...
ADDED; regarding your question of the "interest", ... the interest generation is the reason Judge Walrath approved the original claims as ... variables' ...
AZ
There's been a few message board individuals whom have contacted the FDIC over the past year or so in regards to the Purchase and Assumption Agreement. The FDIC reply was that the P&AA closed in 2014 and that JPMorgan was not going to be paying anything more.
Is it your belief that the FDIC has no responsibility to the stakeholders who THEY SHAFTED?
And WHY does the PA&A state that JPM will pay Book Value, for what they want?
Honestly, yes i do. Did JPMorgan get a good deal? Yes. Was it right? I don't agree with it.
But, wishful feelings of JPMorgan making some "Final Payment", is not going to change what happened.
RB, With the FDIC mandate to MAXIMIZE value, do you really think the FDIC gave it all away for a mere 1.8B?
Brian Rosen has stated that he intends to file an application to close the case by the end of October. When this happens will you finally put to rest this "Final Payment" nonsense?
Before B. Rosen can file to Close the Cases.
~Oct 31-ish.
The GSA must be consummated with "the Final Payment" to WMI Class 22 for "WMB and it's assets" before B. Rosen can file to Close the Cases.
The GSA is integral to the Plan, and the Plan must be fully administered before B. Rosen can file to Close the Cases.
Class 19 has a claim against WMI and is also a releasing party. The FDIC and JPM need for Class 19 to be satisfied ASAP also.
I don't know "the Final Number", but its multiplied by X. Where X is greater than one.
Expecting; 2X or 3X.