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Believe me, i intend to..........
Thanks Justice. I was totally unaware of the WMB Preferred stock issue. Will begin trying to shed some light on this also.
Did you seriously believe the recent ??BANK OF SCOTLAND?? capital raise had anything to do with escrows? Who's next....Apple, Google or maybe Alibaba??? Presenting that type of nonsense as DD, with dates of payment too, is IMO a disservice to posters who spend hours doing actual DD to share it here. At least let the theories posted have some shred or semblance of credibility.
I was actually thinking about that Safe Harbor angle also,...imo you are correct, those assets would not be part of the WMB Receivership and as such not reportable.
I'm no English expert but when a document bluntly refers to an entry as an Unrecorded/Discovered Asset, that's exactly what they meant.
Thanks for the additional clarity!
No it means the exact opposite. The FDIC can't withhold WMB Receivership funds to create a shortfall and must seek to get the most cash for any WMB assets it liquidates.
What IMO makes most of us here ""legit"" is that we provide some type of coherent evidence in what we post, rather than idiotically claiming that every capital raise by JPM, Bofa, Citi, GS, DB, Bank of Scotland (YES B.o.S., that happened!!!) and every other financial entity under the sun is to somehow pay escrows.
True, it a $40.2B in Asset Related Equity Adjustment....I keep mixing it up with the $26.4B Net Assets/(Deficit) At Inception.
With the retention of the Bond collateral the FDIC made a total Non Cash Adjustment of $40.2B..........$26.4B (Net Assets At Inception) + $13.8B (Bond mortgage asset pool).
If we're correct, I don't understand how the FDIC's been able to not report these assets since 2009.
The FDIC, by law, cannot hold onto any assets for use outside of WMB issues and must seek to maximize returns for assets liquidated.
The repudiation rules are meant to ensure that as the Receivership is being resolved there are not additional burdensome costs to the process in terms of Interest payments and other fees.
This rule though cannot skirt Safe Harbor protections by gifting assets to assuming banks such as JPM.
I believe assets are being way undervalued and/or concealed using creative accounting methods.
AIMHO
Any thoughts on the $26.4B Asset related equity adjustment and why it's categorized as an Unrecorded/Discovered Asset in Note 8?
I did read that section and my understanding is the FDIC can repudiate the Bond contracts with respect to continuing Principle and Interest payments and Trustee rights in event of a Bond default.
Here IMO the asset still could not have been sold/transferred to JPM as per Safe Harbor rules but rather they are retained by the FDIC, without the further burden of continued payments on the Bond.
I don't see anywhere in this document where the Bond's Mortgage assets could be treated similarly to the TPS in how they were deemed as "essential capital" to WMB and thus acquired by JPM, without the associated liability.
There is also case law that limits the FDIC's repudiation powers in that they are not unlimited, re there could be a loss to the Trustee upon sale of the assets at FV but not an outright seizure (Bonds were rated AAA).
QUOTE: "In a case involving repudiation of certain zero-coupon bonds issued by a savings association, a United States district court has held that actual direct compensatory damages for repudiation of a marketable security would be measured by the fair market value of the debt as of the date of the repudiation, which amount could be less or more than accrued principal and interest. If the ruling in that case were to determine the Mortgage Bond Indenture Trustee's (and therefore the Issuer's) "actual direct compensatory damages", the amount paid to the Mortgage Bond Indenture Trustee (and therefore the Issuer) upon any repudiation of the Mortgage Bonds could be less than the outstanding principal balance of the Mortgage Bonds and accrued interest to the date of payment."
1) Could you please explain why the FDIC categorized a $26.4B Asset related equity adjustment entry as an Unreported or Discovered Asset in Note 8???
FDIC Inception Balance Sheet
2) Based on the documentation, it seems the $13.8B in WMB bonds were secured by a specific overcollateralized asset pool that was pledged to it's Trust, which also retained liquidation rights for said pool. Does that not eliminate that liability from the FDIC's books???
WMB Bonds (pg 19)
TIA
That sounds like everything's on track for a smooth merger and transition.
Thanks for the update.
Excerpt from "Status of Washington Mutual Bank Receivership" on FDIC website.
Quote: "It also preserves all claims of the Receiver against other persons who caused losses to WAMU prior to its failure, including claims relating to restitution orders and all regulatory and supervisory claims of FDIC-C. The Receiver anticipates that it will make a final distribution at a later date. It is unlikely that the Receiver will have sufficient funds to distribute to holders of receivership certificates issued to WAMU subordinate note holders or equity holders."
Where does it say shareholders or commons???
Who are the equity holders of the WMI estate at present???
Just as I thought............
What does the FDIC have to do with the cancellation of old WMI shares and their reissue as Equity Interests!?!........ZERO!
APR was "THE LAW" and yet it was disregarded...the POR is the only "LAW" here.
The argument makes no sense whatsoever!
WMI Issued: Commons, Preferred (PQ + KQ) and Reits (Series I, J, L, M, + N) STOCK
Debtor Issued: Preferred and Common EQUITY INTERESTS
For some this is difficult to grasp and accept.
That $299B in assets referred to the total assets that were seized with WMB in 2008. Of that amount ~$258B were ""sold"" to JPM for the infamous $1.88B. There's a reason why they're not including the numbers. It's because it will prove that they are holding $40-$41B in assets.
IMO
FDIC Inception Balance Sheet
In la la land that might happen, I can assure you this is not.
Simple question...Do you believe old WMI Commons, Prefs and Reits along with all their associated docs cancelled and voided in 2012?
It's a simple Yes or No.........
I'm not challenging S4V nor that the DTC could be the source of possible Safe Harbor distributions to Equity.
My only unwavering disagreement with the "mainstream" line of thought here is the 75%/25% split...period.
I've posted the unedited info from the Debtor's and Wmilt documents that prove OLD Equity is gone...dead!
That being the case it leaves zero doubt that this Commons fantasy hold no water, making 75%/25% our reality.
The last "resurrection" took place just over 2000 years ago,... there ain't gonna be another!
This theory that "Commons own the WMI estate" crashes and burns with one simple fact....they were Cancelled.
The Preferred, Commons and Reits STOCK were replaced by new instruments, ie Preferred and Common Equity INTERESTS .
The LT is just the means through which these assets will be returned to their rightful owners at the 75%/25% ratio.
Stay tuned for how the theory will evolve next!
Then how come $266M in certain WMIIC's investments were liquidated and eventually transferred to pay WMI's Creditors if they were separate bankruptcies???
Just add this to the ever growing pile of ....
From DS...pg 63
After the Petition Date, the Debtors were required to liquidate the $266 million of investments held by WMI Investment to comply with section 345(b) of the Bankruptcy Code, which governs investment requirements for bankrupt companies. The conversion of these assets to cash was disclosed in the Schedule of Cash Receipts and Disbursements included as part of the MORs filed with the Bankruptcy Court and the SEC with respect to November 2008 through December 2008, as “Cash Receipts” from the “Sale of Assets/Securities.”
The FDIC only referenced that asset once, I believe, in 2009 and has not mentioned it since. We can't be sure if it's a Safe Harbor asset or a Receivership asset that could be used to pay it's claims. Either way it leaves a substantial amount of assets for equity if correct.
$26.4B....Safe Harbor Asset
$26.4B - $2.4B = $24B....Receivership Asset
$13.78B WMB Note Claim....secured by SPE issued, overcollateralized mortgage pool
Based on the current FDIC Unrecorded or Discovered Asset of $26.4B, it could possibly be $20B+. I'm not ready to alter my estimate until I'm comfortable that it is 100% correct.
The $13.8B Note claim is covered by an assigned mortgage pool, leaving that $26.4B DA possibly for the DB's $2.4B claim and the rest for Equity(???).
From wmitrust.com, not some general overview document. The following may clear your confusion.
LTA = ALL Debtor assets
On ED only CERTAIN assets were transferred!!!
2. What are the Liquidating Trust Assets?
The assets that are to be held and distributed by the Liquidating Trust (the “Liquidating Trust Assets”) comprise all of the assets of Washington Mutual, Inc. (“WMI”) and WMI Investment Corp. (“WMI Investment” and together with WMI, the “Debtors”)) as of March 19, 2012 (the “Effective Date”),
On March 19, 2012 (the "Effective Date"), the Plan became effective and certain of the Debtors' assets were transferred to a newly formed Delaware liquidating trust (the "WMI Liquidating Trust") as further described in the Plan. To view a copy of the Form 8-K that was filed by WMI (which changed its name to WMI Holdings Corp. on the Effective Date) with the SEC on the Effective Date, please click here.
What are you even talking about? D West claimed that WMIH now owns legacy WMI assets. If that is the case why haven't they made these assets public?
They are not blocked by bankruptcy and must reveal ALL material info. This has nothing to do with the 33/34 Securities act whatsoever. Quoting it over and over doesn't make it relevant.
I ask again...WMIH is not in bankruptcy and is a fully reporting Nasdaq company about to merge...why haven't they made these supposed assets public? This is definitely "Material Information" that could affect the acceptance of the merger since it potentially gifts billions to KKR, Fortress and other Series B holders for minimal compensation.
Per CBA09.......
QUOTE: "1) WMI is the parent and rightful benefit to any / all future value of it's wholly owned subsidiaries. If you have any experience in PSA you will see that they are set up to ensure the "Retained Assets" are in fact retained within the SPE # 1 / SPE/Trust # 2.
I want to make this abundantly clear, sharing from my experience, generally the Parent's bank account is where the funds are first received from PSA accounts when the "Accounts Removable Provision" is triggered. Then the Parent has control and funnels whatever money's it deems necessary back to it's subsidiaries. The Parent's control part is the "Operative Word." As no expressed contract (s) are in force so as to direct the Parent as to distribution with funds received. This adds further protection to avoid substantive consolidation by the courts."
CBA09 post
QUOTE: "Although the trusts involved here are different and have multiple owners or investors, this type of scenario also applies to WMI – now - WMIH. The management of the relationship between WMIH, the trusts, the accumulated value of the trusts, and any income stream from the trusts, that WMI protected from creditors and protected from the bankruptcy with securitizations and safe harbor, now belongs to the reorganized WMIH – not the former WMI, not the current WMILT, and not the former shareholder."
Question: Wouldn't WMIH, a fully Nasdaq compliant company about to conduct a major merger be required to report all assets of the company? Since they are no longer in bankruptcy there should be no reason why these assets are not be made public if they indeed own them...that doesn't seem legal IMO.
The scenario you described above is what would have happened IF POR 6 had passed. All residual assets would have passed onto WMIH with shareholders receiving nothing as you suggested. This obviously did not happen as evidenced by our continued presence to this date.
WMIH does not own or is entitled to any assets of the former WMI since they are the "Successor" to WMI, not it's "Successor in Interest", which is the WMILT. While both may seem the same they are totally different in terms of rights and ownership of property.
Safe Harbor protects assets from seizure when an entity is at it's most vulnerable position. It DOES NOT strip an owner of it's property rights and pass them along to a new and separate entity. The WMILT, once the bankruptcy is closed, will have ZERO impediments in reclaiming Safe Harbor assets of the former WMI as there will no longer be any Creditors to protect them from.
Finally, as CBA09 suggested, the interests held by WMI would have been laid out in the Trust Offering documents. When those agreements were made WMIH was not even in existence. Unless they stated that in the event of a bankruptcy all Trust interests would pass onto the reorganized company, ie WMIH, that point is moot. To date, such language has never been presented as true.
There are indeed 3 potential sources of income for our Equity Interests and yes they are not all equal.
1) The bankruptcy: here imo the least returns will be received since these assets are limited to what was passed to the LT on the ED.
2) The FDIC: Here is where things become confusing, in that based on official documents the FDIC "holds" a $26.4B Discovered Asset (DA) and a $13.8B Bond liability. The bond liability is over-secured by an MBS aaset pool which is controlled by a Trustee, so imo that debt claim is covered and will cost the FDIC nothing. That leaves the $26.4B DA which could be a Safe Harbored Asset formerly pledged to WMI or both WMI/WMB. This could provide a substantial return to WMI and is not a "residual" amount by any means.
3) Safe Harbor assets: These assets are the most unclear as to the totals involved and is based on mere speculation. What most here believe is that WAMU SPE's retained substantial %'s of Participating Interests is Trust assets. That being true, this will hold by far the greatest returns for our Preferred and Common Equity Interests.
Now to where I differ greatly from the "experts"......
Their premise is that PQ and KQ Prefs were backed by specific Trusts and as such they are entitled to only the returns from those Trusts. They also claim that Commons as former "owners" of the WMI estate are entitled to the remaining Safe Harbored assets. These two claims are patently false and easily proven so in that Prefs were never directly backed by Trusts and both Commons and Prefs and all their supporting documents were subsequently CANCELLED in 2012. To date I am yet to see any proponent of this inane theory refute any of my previous claims, the obvious reason being, they can't because it's false and not supported by any credible evidence. The Commons theory is completely destroyed once one accepts that they no longer exist and their former rights made null and void.
The proceeds of Safe Harbor Participating Interests held by WAMU SPE's like WMAAC and WMMSC etc were pledged to WMI. The SPE's received monthly payments for their interests and this cash was forwarded to WMI either directly or via WMIIC. Nowhere in any Trust offering were Commons ever cited as the beneficiaries of these Trust Interests. With WMI no longer being an existing entity, it's "Successor in Interest" would therefore be the rightful recipient of those cash interests, ie the WMILT. Since old WMI Commons no longer exist, Commons will NEVER regain control over legacy assets, they are gone, done and over with. The only surviving document that details how the NEW owners, Equity Interests, of the WMI estate will be treated is the POR 7. This document supersedes APR and therefore ALL returns will be allotted accordingly...75% to Preferred Equity Interests and 25% to Common Equity Interests, once the LT can legally reclaim those bankruptcy remote assets.
Links to actual documented evidence...........
FDIC Assets
Liquidation of Prefs
Prefs not backed by Trusts
Commons and Prefs Cancelled
I have always been 100% specific of what POR 7 cancelled and that was Old WMI issued common and preferred stock. Whatever Trusts were formed by WAMU would have continued performing to this day or closed once they reached maturity. Any interests WMI owned in these Trusts/assets will be accumulated until they can be legally released to the WMILT, the sole Successor in Interest to WMI.
So what?
Am I supposed to take posters seriously that to date can't even accept that old WMI stocks were cancelled?
Sorry but I highly doubt it.
From Series R Prospectus NOW IRRELEVANT SINCE IT WAS VOIDED AND OF NO EFFECT BY POR 7
Liquidation Rights....Pg S-6
Upon our voluntary or involuntary liquidation, dissolution or winding-up, holders of Series R Preferred Stock will be entitled to receive out of our assets that are legally available for distribution to stockholders, before any distribution is made to holders of our common stock or other junior securities, a liquidating distribution in the amount of $1,000 per share of Series R Preferred Stock plus any declared and unpaid dividends, without accumulation of any undeclared dividends. Distributions will be made pro rata as to the Series R Preferred Stock and any other parity securities and only to the extent of our assets, if any, that are available after satisfaction of all liabilities to creditors.
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.
Series R (PQ) and K were never tied to Asset Trusts like the TPS were. They depended solely on the performance of subsidiaries and how much distributions were made to WMI. All now irrelevant since these documents were voided by the POR!!!
From Series R Prospectus....Pg S-17 (same applies to Series K)
Our ability to pay dividends on the Series R Preferred Stock will depend upon the operations of our subsidiaries
We are a holding company and our principal source of cash is dividends and other distributions from our banking and non-banking operating subsidiaries. If we are unable to receive dividends from our operating subsidiaries, we may not be able to pay dividends on the Series R Preferred Stock. Federal laws and regulations limit the amount of dividends and other distributions that our banking subsidiaries, Washington Mutual Bank and Washington Mutual Bank fsb, are permitted to pay or make, and, although Washington Mutual Bank fsb may currently pay dividends to Washington Mutual Bank without prior approval from the OTS, such approval is currently required in connection with the payment of a dividend or the making of a distribution by Washington Mutual Bank to us. Each of Washington Mutual Bank and Washington Mutual
100% incorrect. Both Prospectus's stated that P's and K's were never backed by any Trusts (except the TPS) but rather by the financial performance of WMI, the parent. Again misleading info being posted as fact and no attempt made to actually read the document.
For the billionth time, Commons were CANCELLED and will never be able to reclaim their former rights. History can't be rewritten.
C) Yes. Any residuals from 3), follow the trusts they were designed to create income for. The P's have certain SPE securitization trusts that feed and collateralize it 100%. The K's as well.... After that, the bulk of remaining SPE trusts, benefit the legacy commons 100% as they did before Sept 2008. To this day, they are still performing 100%. None are bankrupt. Old symbols replaced with new symbols - but the symbols still track the SAME trusts ownership income allotments.
Nice article with an even more interesting conclusion. As far as we know WAMU SPE's did retain ownership interests, thus making them more likely to qualify for Safe Harbor protections, based on this article.
QUOTE: "The Krol decision is an important decision for participants in the CMBS market. First, the decision is further support that Section 546(e)’s safe harbor provisions apply where financial institutions act simply as a mere conduit for funds. Under the majority approach, as adopted by the Krol court, a financial institution does not need to acquire any ownership interest in the funds in order to qualify for the safe harbor protections. Second, the Krol decision recognizes the economic reality of CMBS transactions, and brings within the protection of Section 546(e) loan payments where the loan has been collateralized. Third, the decision provides more security for CMBS investors since it increases the scope of the safe harbor protections of Section 546(e)."
Have you? You keep referring to it but never attempt to make it clear how it even applies...that's not DD.
Do enlighten us ""uninformed"" posters who haven't read it and please explain it's relevance!
Here is where your argument falls flat...IF POR 6 was passed, ALL Equity (Commons and Prefs) would have been cancelled and we would have ZERO recourse and receive nothing from the estate.
Here the bankruptcy has the ultimate effect on the assets of WMI or WMB whether they were Safe Harbor assets or not, ie the processes are not 100% independent of each other.
Old Equity, as I have proven without doubt, no longer exist as originally issued but rather we now possess Equity Interests that are guided by one document, the POR 7.
WMI owned the assets/interests prior to the bankruptcy being filed in 2008 so therefore did the bankruptcy process strip WMI's sole "successor in interest", the WMILT of it's ownership rights???
The answer to that question is obviously a resounding no and in addition it will be an unprecedented act in this process where cancelled securities (Commons + Prefs) can reclaim rights they formerly held before cancellation.
If there are excess assets also available from the FDIC Receivership, their allocation to Equity will also be distributed according to the processes laid out in the POR since the FDIC is bound by ALL agreements in the plan.
This is why I'm 100% confident that Commons will never reclaim their former rights to the estate,...apart from that I make no further predictions!!!
Yes a different company with different management and services. BMC Software which KKR is purchasing does offer services which Mr Cooper would require to digitize it's business.
BMC Software
I don't disagree that there are many issues still "up in the air", some being less likely than others but still possible. My problem stems from those that refuse to accept facts as presented and continue to spout nonsense that have no footing in reality!!!
Possible future application or business partnership with Mr. Cooper's move into a Digital Mortgage business model?
KKR to Buy BMC Software From Private-Equity Led Group
KKR & Co. has agreed to buy BMC Software from an investor group led by private-equity firms for an undisclosed amount.
KKR said Tuesday it is buying the Houston-based software company from a group that includes Bain Capital Private Equity and Golden Gate Capital along with Insight Venture Partners, hedge fund Elliott Management Corp. and GIC.
BMC, founded in 1980, was taken private in September 2013 in a roughly $7 billion deal. The company has more than 10,000 customers and about 6,000 employees across the world.
The software company had been looking at combining with CA Inc., a software company based in New York, but those talks ended last year, The Wall Street Journal had reported.
Before it went private, BMC had been fighting with activist investor Elliot Management, which didn't want BMC to stay independent.
Yes i agree we do not have all the facts regarding certain issues, for example what assets are left and their current value etc. What is not in doubt is that WMI issued Commons and Preferred shares were cancelled thus making the, "Commons owns the WMI estate" 100% wrong. I believe most here can read and understand the quotes below from the DS, which by the way can also be found in the POR and several other documents..........
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.
Is it because facts are offensive to those who believe the Commons bs?