QUOTE: "In addition, the January 19 Order set a trial date on the change-in-control issues raised in the Trust’s omnibus objections for February 26-28, 2019."


Note, the CIC issue is associated with the Employee Claims...NOT with the official transfer of WMB-->JPM. Just another "red herring" claim.



QUOTE: "Employee Claims Litigation

Certain former employees of WMI and WMB filed proofs of claim in the Debtors’ chapter 11 cases asserting claims (the “Employee Claims”) for payments pursuant to various employment contracts and employee benefit plans, including, without limitation, claims for “change in control” benefits and other severance benefits as a result of the termination of the employees’ employment following the seizure of WMB’s assets and the sale of substantially all of such assets to JPMC."

The CIC issues being adjudicated in Feb., 2019 have nothing to do with WMB's transfer to JPM. It has to do with the Employee Claimants legal argument that a CIC of WMB has occurred so they are entitled to their payment. Apparently there was a clause in their contracts that stated if WMB was ever seized and a CIC occurred they would be paid that severance. Nothing to do with JPM as claimed...just more nonsense from....

Also WMB will not be removed from the WMI Tax Group because of the Tax sharing agreement with JPM. If WMB is removed JPM could receive 100% of any Tax returns received instead of the 80% they now receive. The LT is entitled to 20% of all returns so WMB will not be removed. I await actual proof to be refuted...not empty rhetoric.




Document page 12 of the LT's last 10K. See LT website (pdf pg 21)




The Trust and counsel to certain employee claimants have agreed to amend the existing scheduling orders in the claims reconciliation litigation on several occasions. The most recent scheduling order amendment approved by the Court, dated January 19, 2018 (the “January 19 Order”), extended the deadline for the completion of non-expert discovery related to the Employee Claims to November 7, 2018 and the deadline for the completion of expert discovery related to the Employee Claims to December 12, 2018. In addition, the January 19 Order set a trial date on the change-in-control issues raised in the Trust’s omnibus objections for February 26-28, 2019. As of the date hereof, the Trust has responded to 23 sets of requests for production of documents and 14 sets of interrogatories, has reviewed over 850,000 documents from approximately 120 custodians, and has produced more than 84,000 documents.

Seems listing a bunch of, NOW, irrelevant past events qualifies as DD for the "misunderstood" and "misrepresented".

He's gone "dark" for a while now. Would love for him to chime in on current issues.

All stock/shares are generically considered "securities", what was meant is the difference in how they were referred to by WMI and financially supported in terms of Dividend payments. Here are excerpts from the Series R Prospectus.........




QUOTE: "Our ability to pay dividends on the Series R Preferred Stock will depend upon the operations of our subsidiaries….S-17

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"






QUOTE: "We are subject to restrictions on paying cash dividends….S-18

On March 7, 2006, Washington Mutual Preferred Funding (Cayman) I Ltd. issued $750,000,000 of 7.25% Perpetual Non-cumulative Preferred Securities and Washington Mutual Preferred Funding Trust I issued $1,250,000,000 of Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities. On December 6, 2006, Washington Mutual Preferred Funding Trust II issued $500,000,000 of Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities. On May 21, 2007, Washington Mutual Preferred Funding Trust III issued $500,000,000 of Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities. On October 18, 2007, Washington Mutual Preferred Funding Trust IV issued $1,000,000,000 of Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities. These securities are collectively referred to herein as “Preferred and Trust Securities.” Payments to investors in respect of the Preferred and Trust Securities are funded by distributions on certain series of securities issued by Washington Mutual Preferred Funding LLC, one of our indirect subsidiaries, with similar terms to the relevant series of Preferred and Trust Securities, which we refer to as the “LLC Preferred Securities."





QUOTE: "The market price of the Series R Preferred Stock will be directly affected by the market price of our common stock, which may be volatile…..S-19

Each share of Series R Preferred Stock will be convertible at the option of the holder thereof into 47.0535 shares of our common stock, subject to anti-dilution adjustments."





QUOTE: "The Series R Preferred Stock will rank junior to all of our and our subsidiaries’ liabilities in the event of a bankruptcy, liquidation or winding up….S-21

In the event of bankruptcy, liquidation or winding up, our assets will be available to pay obligations on the Series R Preferred Stock only after all of our liabilities have been paid. In addition, the Series R Preferred Stock will rank in parity with the other series of preferred stock and will effectively rank junior to all existing and future liabilities of our subsidiaries and the capital stock (other than common stock) of the subsidiaries held by entities or persons other than us or entities owned or controlled by us. The rights of holders of the Series R Preferred Stock to participate in the assets of our subsidiaries upon any liquidation, reorganization, receivership or conservatorship of any subsidiary will rank junior to the prior claims of that subsidiary’s creditors and equity holders. As of September 30, 2007, we had total consolidated liabilities of approximately $306 billion. In the event of bankruptcy, liquidation or winding up, there may not be sufficient assets remaining, after paying our and our subsidiaries’ liabilities, to pay amounts due on any or all of the Series R Preferred Stock then outstanding."

What are these Trusts that extend until 2040???

That means they will be at least 32 years old by then.

The series R + K were Perpetual, but they are Preferred Stock, not Preferred Securities!!!

Exactly!!! The Series R Prospectus stated that the Pref Stock price was directly related to and affected by the Commons pps. Dividends paid to Preferred Stock solely depend on the health of the parent, in our case that was WMI. Dividends paid to Preferred Securities, like the TPS, depended on the performance of their supporting Trusts.

Look at how Liquidating Trusts Assets (LTA's) are described in the LT Agreement.........


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”).


In the POR, i believe, it stated that "CERTAIN" assets of the Debtors (WMI and WMIIC) were transferred to the WMILT on the "Effective Date" (ED).


What these two statements, in conjunction say IMO, is that only CERTAIN LTA's (LTA's comprise ALL assets of WMI + WMIIC) were transferred to the WMILT on the ED. This does not preclude that the remaining LTA's could be transferred at some future date. It's speculative, but also a plausible interpretation.

This could mean as of the effective date, Bankruptcy Estate assets like Tax returns, Run off Notes, Disputed Reserves etc were transferred to the LT to be distributed accordingly.

I am more concerned with the Inter-Company agreements regarding SH assets which WMI/WMIIC had with it's Subs that funneled cash to the parent and whether they are still valid or were voided.

The only one referenced that i know of were the Inter-company claims between WMI and WMIIC which were specifically transferred to the LT along with the Debtors assets in the POR.

Re the WMIH stock swap.....The problem with that is the Participating Interests in those Trusts were already purchased by 3rd party investors, while the Asset Trusts are independent entities controlled by Trustees.

How i seeing this more and more is WMIH utilizing it's NOLS, 10M Prefs, remaining 2.5B shares and NSM's massive $500B+ portfolio to raise cash and effect larger mergers in the years to come. A short-medium term play IMO.

If it turns out like most here predict, i may be the most shocked of all pro escrow holders, who knows!!!

Do you grasp the difference between being the sole or majority beneficiary of a Mortgage Pool valued at say $5B and owning a minor Participating Interest (5%-10% etc) in that pool?

I'll say it again....WMI and/or it's Subs retained CASH producing Interests in Mortgage assets, NOT the Trusts or actual assets themselves.

These could include Principal + Interest or Interest Only Strips etc. Review one of previous WMI's 10K filings for reference.

This is one of the ways they could hide retained "off-balance interests" (ie CASH producing Interests), by reporting only the revenue stream.

Who swaps liquid CASH for unstable Shares or even worse, Preferred Equity for quarterly Divies that may or may not be paid???

Please!!!

BOB, again i suggest you and everyone else read the Prospectus's for the Preferred R and K Series like i actually did.

What we were fed over the past few years regarding their status, financial support and dividend payments were all FALSE.

Do you really believe those who hold Prefs would prefer new Shares in WMIH + divies over being paid off with CASH!...seriously???

Where are these $10's to $100's of Billions in Mortgage assets to come from that will benefit WMIH???

WMI/WMIIC NEVER owned such assets!!!

This is exactly what will happen IF we were paid with unrestricted WMIH shares for any "assets".

Those like myself who do not agree with this would immediately sell off those shares.

If enough people do the same we could end up cratering the pps, with ""help"" from the MM's of course!

This would create further panic among other retail holders who may also sell off these shares.

All the while the HF's sit back and scoop up all the shares they want on the cheap.

Hypothetically speaking....NO THANKS!!!

Why would any CASH producing interests be sold for volatile WMIH Shares that have no guarantee of holding their value or a company purchase an Interest that generates say $1B/Mth in revenue for $12B (hence the "discount" referenced)???

I am stating that i do not believe WMI nor WMIIC held actual Mortgage Assets but rather held Interests in the form of Principal + Interest Strips, Interest Only Strips or such types of products.

These generate CASH and as such will be converted into CASH which seems to be the most sensible avenue for liquidating such Interests.

As with any asset sale, the buyer will obviously attempt to garner the best price possible, which MAY or MAY NOT be entertained by the seller in the form of a discount.

Re the 3.5B shares and 10M Preferred,..this equity will ultimately be used to effect further merger transactions and be sold to investors to raise capital for further expansion activities, as virtually all companies do, IMO.

I stand corrected, it was $100M that AAOC valued WMIH at and engineered the Rights Offering so as to exclude all retail holders. With the exception of the inflated $2.5B valuation, the core premise remains unchanged, though much less validated. Their sole intent was to exclude all others and reap all estate benefits for themselves.

If you look at the conversion ratios for Pref and Commons, a stark trend emerges. All the Prefs registered 90%+ releases, while Commons only had a 70% participation. I am confident that very few, if any, retail holders held 10K+ shares of PQs/TPS or 200K+ in KQs that were released. In that event it was obviously the HF's that owned the majority of these Pref shares.


For the TPS, 3.73M of 4M (93.2%) shares provided releases


For Series R, 2,906,421 of 3M (96.9%) shares provided releases


For Series K, 18,166,565 of 20M (90.8%) shares provided releases


For commons 1.194B of 1.705B (70%) shares provided releases

Assets that belong to WMI or are in SH cannot be seized by FDIC and lumped together with the 1.9B cheap price and given to JPM. But that does not mean it cannot be sold, in light that we have a liquidation trust whose job is to sell all assets and return cash to escrow. And the buyers can be JPM or KKR or DB or CITI or Softbank, or any player out there. And that assets will be used to fuel NSM + WMIH to build a gigantic mortgage company.

Yes legally they should not have been seized if they were actually seized along with WMB assets. I do not however believe these "INTERESTS" in MBS's will have any significant effect on WMIH if they are bought. These MBS interests are cash producing securities so a sale would obviously be made at a discount to any buyers. WMIH will grow by further mergers and originating new loans/MBS's, NOT purchasing legacy WMI assets.



So WMIH does not have the assets but it has something to link with those assets because for a long time, WMIIC was part of WMIH but it is an empty shell and the real assets are over WMI/WMILT.

The LT owns WMI/WMIIC assets, how WMIH could ever parlay equity interests in the asset-less and now dissolved WMIIC is beyond me.



So like you said, AAOC has no incentive to give away those assets to a public company namely WMIH. It will let WMIH use but not own the assets. And so do we because we are the same owners as AAOC and we all sit at the same table.

IF any assets are "given away", the biggest beneficiaries will be those who never participated in the bankruptcy process or Released,...KKR etc. Most importantly though, i do not believe these assets are of that great a quantity that it could have such a substantial impact on WMIH's post merger bottom line. IF there are assets, IMO, they will be sold for CASH, not Shares of WMIH and distributed by or via the LT.



During the BK proceeding, on paper, the hedgies have to let shareholders own the WMI assets and what is left in WMB. All of this is because they committed IT and we rejoice. But under the table, through various funds, they could have accumulated WAMPQ, WAMKQ, WAMUQ, WAMHQ when some of us sold off because we were scared and don't know the insiders news and what is going on. The hedgies just have to be clever not to buy the entire stock back then, like they did with WAHUQ when one of our guy (Nate???) tried to buy and cannot buy and discovered IT.

AAOC primarily hold the vast majority of all Preferred shares (Wampq, Wamkq + TPS) that were Released. This occurred while they also were slowly reducing their majority holdings in Piers. Either outcome they benefited!

From a study i read today the $1.9B was the Premium paid for the value of the WMB's Deposit Base. It is difficult to exactly predict the FDIC since they can modify P&As to suit each Receivership differently. This we know was done for a fact and IMO, large sections of WMB's original P&A are redacted for a reason!!!

Seems to me the P&A between the FDIC and JPM was a combination of all three types.......





Basic P&As

In basic P&As, assets that pass to acquirers generally are limited to cash, cash equivalents, and marketable securities. Optional loan pools may be offered. The premises of failed institutions
(including furniture, fixtures, and equipment) often are offered to acquirers on an optional basis. The liabilities assumed by the acquirer will include the portion of the deposit liabilities covered by FDIC insurance and may also include all deposits, if that is the least costly bid:

Basic P&A Agreements

Benefits
-Customers with insured deposits suffer no loss in service.
-Customers with insured deposits have new accounts with the new institution, but old checks can still be used.
-Customers with insured deposits do not lose interest on their accounts (up to $250,000).
-The AI has an opportunity for new customers.
-The AI has a 30 day option to purchase individual loans at book value.
-The FDIC can use this method when there is not enough time to complete due diligence.
-The FDIC costs are less than a deposit payoff.

Other Considerations
-Receivership must liquidate the majority of the failed institution’s assets.
-Uninsured depositors may or may not suffer losses.
-The FDIC’s cash outlay increases.
.





Whole Bank P&As


The whole bank P&A structure emerged as the result of an effort to persuade acquirers of failed institutions to purchase the maximum amount of a failed institution’s assets. Bidders are asked to bid on all assets of the failed institution on an “as is” discounted basis (with no guarantees). This type of sale is beneficial to the FDIC for three reasons. First, loan customers continue to be served locally by the AI. Second, the whole bank P&A minimizes the one-time FDIC cash outlay by having the AI purchase all assets, with the FDIC having no further financial obligation to the AI. Finally, a whole bank transaction reduces the amount of assets held by the FDIC for liquidation:

Whole Bank P&A Agreements

Benefits(all the benefits of Basic P&As, plus the following)
-Loan customers continue to be served locally by the AI.
-The one time FDIC cash outlay is minimized.
-The amount of assets held by the FDIC for liquidation is greatly reduced.
-The expenses associated with liquidating assets are also greatly reduced.

Other Considerations
-May not prove to be the least costly method compared to other types of resolutions....NO
-Can be a negative bid....YES






P&As with Optional Shared Loss


An optional shared loss P&A is a resolution transaction where the FDIC, as receiver,agrees to share losses on certain types of assets with the AI. This agreement is similar to the whole bank P&A except for the sharing provision on the assets purchased. During the most recent crisis, the FDIC has offered loss share where the AI accepts 20 percent of the losses, or more, depending on the bid. Shared loss assets are typically distressed assets of the failing institution that otherwise might not appeal to potential acquirers without some sort of incentive or protection from losses. Under a shared loss option, the FDIC splits defined losses and expenses on certain assets with the acquirer. Shared loss assets have typically been single-family residential loans, commercial loans, commercial real estate loans, and owned real estate (some earlier agreements included additional types of loans). The shared loss option also reduces the FDIC’s immediate cash needs, is operationally simpler, and moves assets quickly into the private sector. Additionally, loss share bidders may be able to submit a value appreciation instrument (VAI) along with their bid. The VAI grants to the FDIC a warrant to purchase a certain interest in the bidder's stock at a certain price on a certain date. This enables the FDIC to participate in any increase in the market value of the bidder's stock that may result from entering into the transaction:

P&A Agreement with Optional Shared Loss

Benefits (all the benefits of Basic P&As, plus the following
-Reduced risk for the AI and can lower the FDIC’s cost.
-Reduces the FDIC’s immediate funding needs.
-Assets remain in the private sector.

Other Considerations
-Requires additional administrative duties for both the AI and the FDIC.
-Time consuming as agreements generally last 8 to 10 years...YES
-The FDIC does not control the assets, yet retains a large portion of the potential loss...???

It should be relatively clear to everyone that the Debtors, JPM and "possibly" the FDIC, SEVERELY AND PURPOSELY undervalued both WMI and WMB assets during the Financial Crisis of 2008.

This tactic is nothing novel to bankruptcies and is actually routinely used by Debtors and/or Creditors to justify the extinguishment of Equity shareholders, thus eliminating them from the process.

I am relatively confident that WMI held Co-Ownership Agreements with many of their Subs and the assets covered by these agreements were, and still are protected by Safe Harbor rules.

This, IMO, would have excluded any such assets from seizure and sale to JPM by the FDIC, and most importantly, nullification due to the WMI bankruptcy and or WMB Receivership processes.

On some issues i do, but on certain major issues i absolutely don't!

With the lack of concrete factual info about WMI/WMIIC retained and/or Safe Harbor assets one should look at the situation from a "Common Sense" perspective.

We know that according to POR V.6 Equity was set to be cancelled and the newco, WMIH, all set to be owned by the large Hedge funds that somewhat controlled and manipulated the process.

Why were they all, AAOC etc., willing to fork out $2.5B to gain control of WMIH, (100M shares X $25pps) a company that, after POR V.7, was valued at just $200-$300M?

Also, they stipulated that there was to be a minimum $2M buy in which would have obviously excluded all retail PIERS holders and left WMIH fully owned by Hedge Funds.

Using that "Common Sense" approach one would ask,...Why would they attempt to secure full ownership of the reorganized WMIH? Was it for the NOLS, to keep WMIH privately owned or some hidden value only they were aware of?

IMO, the case can be credibly made that with their, at times, unfettered access to the inner workings of the bankruptcy process that the "Prize" was ultimately the legacy assets of the WMI/WMIIC Estate.

I believe that prior agreements WMI held with Subs, whose assets were NOT SOLD to JPM could still be active and/or WMI assets inadvertently seized by the FDIC could also be returned.

This narrative that somehow WMIH, and not the WMILT, will be the arbiter of WMI assets for "Releasing Participants" does not hold water simply because between POR V.6 and V.7,...Equity survived!

Also, the notion that the WMILT will not be able to reclaim WMI bankruptcy remote assets and that the "Retained Assets" referred to by the Debtors were limited to Tax Returns is, IMO, equally as ludicrous.

If that's true the FDIC could actually be the source of the majority of the benefits to Equity (Prefs + Commons) aside from WMIH of course. Everything over ~$15B is ours @ 75%/25%!!!

100% Correct.....pg 11 of P&AA



3.6 Assets Essential to Receiver.


(a) The Receiver may refuse to sell to the Assuming Bank, or the Assuming Bank agrees, at the request of the Receiver set forth in a written notice to the Assuming Bank, to agrees, at the request of the Assuming Bank's right, title and assign, transfer, convey, and deliver to the Receiver all of interest in and to, any Asset or asset essential to the Receiver as determined by the Receiver in its discretion (together with all Credit Documents evidencing or pertaining thereto), which may include any Asset or asset that the Receiver determines to be: the


(i) made to an officer, director, or other Person engaging in the affairs of Failed Ban, its Subsidiaries or Affiliates or any related entities of any of the foregoing;

(ii) the subject of any investigation relating to any claim with respect to any item described in Section 3.5(a) or (b), or the subject of, or potentially the subject of, any legal proceedings;

(iii) made to a Person who is an Obligor on a loan owned by the Receiver or the Corporation in its corporate capacity or its capacity as receiver of any institution;

(iv) secured by collateral which also secures any asset owned by the Receiver; or


(v) related to any asset of the failed Bank not purchased by the assuming bank under this Article III or any liability of the Failed Bank not assumed by the Assuming Bank under Article II.

(b) Each such Asset or asset purchased by the Receiver shall be purchased at a price equal to the Repurchase Price thereof less the Related Liability Amount with respect to any the the date of Related Liabilities related to such Asset or asset, in each case determined as of notice provided by the Receiver pursuant to Section 3.6(a). The Receiver shall pay the Assuming Bank not later than the twentieth (20th) Business Day following receipt of related Credit Documents and Credit Files together with interest on such amount at the Settlement Interest Rate for the period from and including the date of receipt of such documents to and including the day preceding the day on which payment is made. The Assuming Ban agrees to administer and manage each such Asset or asset in accordance with usual and prudent baning standards and business practices until each such Asset or asset is purchased by the Receiver. All transfers with respect to Asset or assets under this Section 3.6 shall be made as provided in Section 9.6. The Assuming Ban shall transfer all such Asset or assets and Related Liabilities to the Receiver and all claims of any Person
without recourse, and shall indemnify the Receiver against any
claiming by, through or under the Assuming Ban with respect to any such Asset or asset, as provided in Section 12.4.

While i understand your skepticism it must be noted that as part of Credit Enhancing MBS's most banks did retain participating interests in the Trusts they created, including WAMU. The issue at hand is whether those interests were sold off or voided by the seizure of WMB or whether they are still active to date.

IMO, there may still be some remnants of these interests that can be returned to our "Markers" at some point when the major issues are resolved. I do agree though that there are issues that are truly "misunderstood" and "misrepresented" but those i now tend to readily ignore.

36% goes to NSM + 64% that comprises of KKR, all the Hedge Funds and those who Released and were issued shares in 2012 for a total of approximately 1.11B shares. That figure includes the initial 200M upon emergence, the Series B converted shares and NSM's merger shares. The ratios work out perfectly.

Here is the calculation using the specific ratios provided in the agreement. NSM's 36% ownership can then be used to calculate how many shares WMIH's 64% represents...............

399.61M X 64% / 36% = 710.42M


Quote: "subject to an overall proration to ensure that 32% of the total outstanding Nationstar shares are exchanged for the stock consideration"



Meaning 32% x 97.73M shares = 31.27M NSM shares can be converted to receive WMIH merger shares.

31.27M x 12.7793 = 399.61M The total amount of WMIH merger shares that can be issued to former NSM holders.

Fortress elected to receive shares for 32.46M NSM shares in the Bloomberg article.

As a fraction of total NSM O/S Fortress owns: 66.46M/97.73M x 100% = 68%

The prorated max NSM shares Fortress can elect to receive for WMIH shares: 68% x 399.61M = 21.26M NSM shares.

21.26M x 12.7793 = 271.69M Prorated max WMIH merger shares Fortress can receive.

The only way fortress can convert 32.46M NSM shares to WMIH merger shares is if that fraction of the remaining holders decide to receive only cash to make up Fortress's 11.2M NSM share shortfall...(32.46M - 21.26M = 11.2M)

Wasn't meant for present use but rather if at some point in the future we are issued LTI's. Seems to me Escrows and LTI processes are different depending on if you are paid by check or broker deposit. Can't hurt to err on the side of caution.

From the WMILT 10K filed last month (pg 16).....even though they reference "Claims", i believe this could also apply to any LTI's issued with distributions made by check. Take all precautions...........




Undeliverable distributions will result in the cancellation of a holder’s entitlement to a distribution.

A distribution may be undeliverable (or deemed to be undeliverable) to a holder of an Allowed Claim where (i) such holder does not negotiate a check received by such holder on account of an Allowed Claim and the check is cancelled, (ii) such holder does not provide documentation required under the Plan, including releases and relevant tax forms or (iii) such holder does not advise the Trust of a change of address or other relevant delivery information. Such undeliverable distributions will result in the cancellation of such holder’s entitlement to a distribution.

TPS GONE???????????

Yes since 2008 with the EE!!! They were considered core capital to WMB so the securities got converted to WMI Pref STOCK and the actual TPS benefits stayed with JPM. All laid our in the TPS Prospectus's and the Blackhorse v JPM court filing. I suggest you read them.



First HOW many shares are they NSM to receive? OH and why has THAT NUMBER NOT ALREADY BEEN PUT OUT AS A FIXED NUMBER SO THEY WE ALL KNOW FOR FACT? HMMMMMMMMMMMMMMMM is it yet to be determined?????????????

100% WRONG. NSM's according to the merger conversion will end up with 399.6M shares equaling 36% of WMIH and current holders/KKR holding 710.4M equaling 64%. Already been calculated many times here using basic and readily available merger info.



Is this theory possible?...sure, but as i examine it's merits, it seems more and more unrealistic.

The biggest problem with your theory is that according to the terms of the merger agreement, participating NSM shareholders will own 34% of the post merger WMIH.

When this ""swap"" supposedly takes place, their ownership percentage will be severely diluted with the issuance of 100's of millions of shares.

Additional shares will then also have to be issued to former NSM shareholders and possibly others to maintain their agreed ownership percentages.

I believe there may be some legacy assets, but where will this huge quantity of assets come from to warrant such a dilution of the WMIH share structure???



BTW...the TPS are gone...they have belonged to JPM since the Exchange Event,..and was affirmed by the bankruptcy court.

The S4 filing is regarding the WMIH--NSM merger and merger related issues, not some supposed plan to swap legacy assets for WMIH shares. Speculation is one thing but at least lets keep them realistic.

WMIH also owned the equity interests in WMMRC, just like WMIIC, yet they received little to none of the Run-Off proceeds, the majority/all of which went to the WMILT.

Seems to me these equity interests have everything to do with the STOCK WMI held as owner of these Subs, and not regarding any beneficial interests in Trust assets WMIIC held.



QUOTE: "The Liquidating Trust Assets consisted of all of the assets of the Debtors as of the Effective Date, other than:

WMI’s equity interests in (i) Investment (all the assets of which were contributed to the Trust or were transferred to JPMC pursuant to the Global Settlement Agreement)"

IMO the WMIIC that was transferred to WMIH was nothing more than an empty shell, which they dissolved and likely formed the new Wand entity.

When WMB was seized, WMI's equity interests in WMB were worthless, except for the NOLS they generated when abandoned.

WMMIC equity interests minus the assets contributed to the LT would also be worthless, using that same logic.

Didn't you find it odd that when you asked about an address change her first question was if you owned PIERS???

If it was as claimed she would have told you to inform your broker immediately since it would not matter what you owned.

This tells me that the LT is only concerned about the addresses of LTI holders, not Escrows. It proves nothing about us receiving LTI's as otherwise claimed.





QUOTE: "Hi you called yesterday about a request for information". gg4, " yes I wanted to report a change of address". Nancy, "Are you a Piers owner?". gg4 "No I own preferred and commons". Nancy "THERE IS NO NEED TO REPORT THAT TO US JUST TO YOUR BROKER"

How is this different from what i wrote you yesterday?

Does your broker manage, liquidate, litigate over or distribute LT Assets???

All our brokers are mere storage spaces for cash and/or shares distributed by the LT.

Obviously shares of WMIH can't be mailed to you so it will be sent to your account.

As jerry said, LTI's are not recorded in one's brokerage account's but rather mailed directly to each person.

Escrows are for SHARES and LTI's for CASH...we currently have Escrows, NOT LTI's....yet!

redistribute: distribute (something) differently or again

Piers now hold the LTI's, when they are passed onto Equity, that's called a redistribution...that simple.

Aren't those WMB Notes and have absolutely nothing to do with WMI? The TPS are JPM's and the WMB Notes a ?JPM? and/or FDIC issue. How does that affect us???

It is possible that we could actually receive a larger distribution from the FDIC than we do from the WMILT.

It all depends how much assets the FDIC retained that belonged to WMB and how much those assets can be liquidated for.

Help to know that they are NOT fully released in the GSA/POR according to Sect.- 1.183.

In addition they could have legally withheld critical WMB assets from sale to JPM to protect their interests, in the P&AA.

I honestly would not mind receiving a constant flow of cash periodically but am aware many here would prefer a lump sum payment for various personal reasons.

I'm hoping that within the POR those intercompany agreements between WMI/WMIIC and FDIC retained WMB SPE's are still valid so that the LT can benefit.

Also if the FDIC can either shed the WMB Notes to JPM or liquidate assets to pay all claims and still possess excess cash, we will also benefit.

Hopefully this is the reason why they requested an additional 3yr extension to wrap up these matters. I have little doubt that we will be issued LTI's at some point.

Read the LTA per the role of the Delaware Trustee (DTC). It strictly prohibits them from being involved in any of the LT's activities re Trust assets or making distributions etc, unlike the case quoted by NF. Their inclusion was mandatory since the LT was incorporated in Delaware, a Delaware Trustee had to be hired for them to operate basically. It's all easily verifiable on pages 35-37, Section 6.11 Resident Trustee.

To be clear i believe we will receive cash from beneficial interests WMI/WMIIC held in ""assets"" it's SPE's and/or subs retained and possibly from the FDIC once claims are paid. As they stated in the WAMPQ Prospectus, WMI was funded mainly by dividends and distributions from it's banking and non banking subs. It is very difficult to quantify this but i've, from day one, believed we would see $2-$10B, even though more is not impossible.