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~ WaMu' - WMI & WMB to' WMIH & WMILT ~
... This is a bit long, but hopefully helpful, ... I present this in hopes this will help the larger group, I will do my best to simplify the process which leads us through to today ...
So, First we need to establish a few facts and details, prior to moving forward' in a common sensible fashion ...
... The OTS / FDIC seized the banking subsidiary of Washington Mutual Inc' ... WMB' (09/25/2008)
Moving the Parent Corporation and its Subsidiary, WMI and WMIIC to file for Bankruptcy Protection in Delaware (09/26/2008)
So we then had two distinct entities, ... The FDIC issues', and the Delaware Bankruptcy issues' ... each having to follow legal procedures set before them' so, lets separate the process
The FDIC's mandate upon the seizure of a financial institution was to;
a:) protect and secure the WMB personal account holders (remember, WMB didn't cost the FDIC a dime)
b:) acknowledge and resolve any WMB debt and note' holders (WMB Bonds, any debt and any WMB Liability Issues)
c:) finalize the seized financial institutions assets and distribute them accordingly
c-1:) accordingly to the receiving banks initial agreement (P&AA)
c-2:) and finally release dividends' to the original estate (the FDIC refers to a distribution as a dividend)
==================================================
The Delaware Bankruptcy Courts mandate upon the Filing for Protection was to;
a:) protect all WMI' creditors and secure the return of the debt in the best way possible
b:) return any excess to the original debtors estate
So, a basic understanding of the separations of the TWO Separate Process Legal Requirements is helpful'
==================================================
So, a basic understanding of the WMI / WMIIC Bankruptcy Process is helpful, as I posted and is now on the bulletin board for all to review' (First Day Filings)
Plan 6 had two versions submitted to the court, which as we know, simply addressed the WMI / WMIIC = debtors and debtors in possession estates, and as we know, both Plan 6 submissions failed' ... Plan 6 did not address any WMB issues' ... Plan 6 focused on the WMI / WMIIC creditor class issues only' and the Bond Holders wanted to be included within the cash distribution at the reorganization determinative to a class 12 designation' ... (that' - wasn't going to be legally possible)
legally, this couldn't be accomplished because the WMI / WMIIC Bankruptcy Court was not in a position to address most of the WMI BK' creditor class issues, ... then move to address an FDIC WMB Seizure issue, the Bonds', again, a WMB issue ... and then return to an ending WMI creditor class ... the hybrid class 16 piers ... again, that could just not be legally allowed'
So, ... if the WMB Bonds and other issues, were allowed to be included ? ... legally, they had to fall in a recovery line below all of the WMI BK' creditor classes ... which of course, could not be accomplished without first "capping" the hybrid class 16' piers securities ...
So, ... Now move to Tranche 5, after acknowledging that a Tranche 4, class 16 security is now limited to a return of a Liquidating Trust Interest Only' (a designated LTI)
Tranche 1 through Tranche 4 are WMI creditor classes,
Tranche 5' ... is WMB seized bank' issues' ... class 17a, (senior bonds), class 17b (senior subordinated debt, and subordinated debt), and class 18 (General Unsecured settled claims / Rule 510(b))
Tranche 6' ... is releasing equity' ... class 19 and class 22 the owners of the Entire WaMu Estate' ... again, all things ... WMB, WMI and WMIIC related' ... everything WaMu' ... uncapped to finalization receiving distributions simultaneously at a 75% / 25% split'
... WMI Investment Corp' Filed for Chapter 11 Bankruptcy Protection ... First ... at 10:15 PM on 09/26/2008, leaving WMI to subsequently File for Chapter 11 Bankruptcy Protection ... Second ... at 10:16 PM on 09/26/2008
... The "First Day Filings" ... 09/26/2008 - 12/08/2008 / including the B-6 filed in January 2009' after being allowed an extension to file' ... addressed the foundational basis for the pre planned event which would entail the financial future of an ultimate reorganized company' ... consisting of the, Original "Debtors" ... and ... "Debtors in Possesion" ... (WMI & WMIIC)
... WMI's asset value was initially secured within WMI Investment' prior to the Bankruptcy Filings, as stated by Stewart Landefeld', ... The Executive Vice President of Washington Mutual, Inc. ... "on behalf of the WMI BOD's" ... and ... "under the penalty of perjury"
... in early 2009, ... neither the Judge, The US Trustee, The Weil Attorney Group, and Mike Willingham & Esopus Creek, gave a hoot' about any pink sheet purchases of WaMu securities, after the fact' ... Nope', Not Hardly' ... this all began, due to the filing of a solvent debtor, (WMI(s) $32 b assets > $8 B liabilities), ... legally listing equity participants, and transitioning those listed, to general unsecured / unliquidated claimants' ... with Plan 6 planning on eliminating all of equity from participating in the new reorganized company ... with only "Cash" being considered with the Monthly Operating Reports' ... (the MOR's) ... the control of the cash only aspects of WMI, were accomplished quite easily' ...
... in early 2010, (January) Equity and Representation are to be approved, and an amended B-6 needed to be filed
... A&M and its extensive staffing, including sub contractors' ... was Court assigned to manage and maintain ... "nunc pro tunc" ... on behalf of both debtors' ... naming William Kosturos as Chief Executive Officer in the 03/29/2012 WMI LT's 8-K
... Plan 7's mediated and settled result, reversed Attachment H' - the Pay Out Matrix, now leaving ... all equity' (both pre' bankruptcy, listed after the filing as general unsecured / unliquidated participants, ... to be excluded had Plan 6 been approved) ... again, now including all equity' participants, both pre and post the filings for BK protection' ...
... So, ... the minimum $2 million dollar buy in went out the window, and all equity became included in the final result'
... March 6, 2012 ... The WMI LT becomes effective and is designated to provide TWO distinct functions' ... 1) ~ to complete the Courts Orders in distribution to recipients of the issued Liquidating Trust Interests (LTI's) ... and ... 2) ~ to perform its designated function as a Pass-Through mechanism ... (again, as a marker holder received for my signed release, ... I will never be issued an LTI ... however' ... The WMILT will definitely need to do business with me within their "Pass-Through" function due to my ownership of the Original Debtors Estate' ...
If you got down to here ? ... Thanks for Reading'
AZ
~ More WaMu' Misrepresentations ? 100% False ~
I don't usually pay any attention to certain things etc', however' this statement being made, is 100% incorrect' ... and I felt this important enough to address'
"...the $2.7B in assets in the FDIC "receivership" have nothing to do with WMI/WMIIC/WMILT/shareholders/escrow holders or WMIH."
~ The WMB / WMI - WMILT / WMIH Process Happened ~
... It doesn't matter what this ... "observer" ... misunderstands or purposely misrepresents ... all of this back lash, began in 2010' when ... equity and its representation were Court Approved, and allowed to participate ... again, Jan 2010' ... at that time in place, equity's inclusion was never expected, and upset the originally planned "restructuring" process ... (restructuring being the operative word) ...
... all that matters is the Truth of what actually occurred ... and, here is what truly matters, ... if a person, released as instructed to do, YOU continue to be an owner of the Original WMI Estate, ... You' are an owner of the "asset value" ... (secured within the WMILT), ... and the "equity value" (secured with the sub of WMIH) ... of WMI Investment ...
WMIH-Corp isn't going anywhere of any financial substance without the Original WMI Estate'
Two WMI Bankruptcy's were filed, ... Sept, 2008
Equity's Representation was approved ... Jan, 2010
WMB Bond Holders were not able to pierce the WMI creditor payout matrix (class 12 requested)
Plan 6' Failed ... July, 2011
The PayOut Matrix was adjusted - Tranche 1 through Tranche 6' ...
Plan 7' Approved ... February, 2012
AZ
~ Equity Owning WMI' ? - Was Not Expected ~
Equity, ending up owning the ... asset value' ... and ... equity value' ... of WMI Investment ? ... again, never expected, ... ouch' right ? ... especially the common uq' shareholders ... upsetting' right ?
When equity representation was approved in January 2010' ? ... I'm sure it messed up that restructuring that had been originally planned for ... not to mention the need to hurry up and file an amended B-6 ...
AZ is thankful to MW, Equity, and S&G
AZ
~ Fine' - WMIH (newco) & WMI (oldco) ALL Wait Together ~
It's their party, ... Citi, KKR, 100 + hedge funds, the BOD's and all of us ... the equity owners of the WMI (oldco) estate they need to move WMIH (newco) forward, ...
... We all wait together' ...
AZ
~ No Marker Return Value ? 100% False' ~
~ Not Hardly ~ Regarding the WMI Estate ownership Tracking Markers received for ones release ? ... Today alone, I have read a few references that releasing equity, or current tracking marker holders, have not received any value for their owned released tracking markers' ...
Absolutely - Nothing - is farther from the truth' ... Now I understand how someone that either didn't release ? or, did not participate in the pre reorganizational WaMu process, wouldn't understand, however, the statement being made is again, 100% false'
I hold a bunch of WaMu related securities, however, I am also, a releasing tracking marker holder, P's, K's, uq's and ... I have received value on two distinct and separate occasions' beyond reorganization ...
The first was in Aug 2012' ... when my markers were utilized as a counting mechanism to distribute additional WMIH shares to me, due to the some only 60% (ish) of original uq's releasing' ...
The second time was in Aug 2015' ... when my markers were utilized as a counting mechanism to distribute the LT's release of 1.4 million shares of WMIH from a DCR' ...
So, I can understand if someone doesn't actually know ? ... because they' don't actually own any portion of the WMI estate ? ... but lets keep things on the up and up'
==========
03/27/2012 ... (the initial transitional WMIH received upon reorganization for your release')
P's X 19.80058250
K's X .49501460
uq's X .03349842
===========
08/03/2012 ... (the additional WMIH distribution due to the uq' lack of releases' received issue)
uq's X .00076346
===========
08/03/2015 ... (the additional WMIH distribution due to the DCR release of 1.4m shares)
P's X .09556289
K's X .00238911
uq's X .000556842
(there were also dimeq distributions, cash and WMIH shares)
AZ
~ Hello, ... First and Foremost ~
ALL of you guys are doing an absolutely excellent job' regarding your discussions of values of both the WMI-LT and WMIH-Corp' and of course, the Original WMI Estate including Investment Corp' ...
the extreme ten digit values, originally secured, were purposely designed to be a bit ambiguous, however, not impossible to review for the serious participant and current WMIH-Corp shareholder' ... the good news is that we' (equity) are all here
MY conclusions lead me to believe that, BOTH' ... BOTH' the original owners of the WMI estate and the current shareholders of WMIH-Corp will do very well ... obviously, KKR, Citi, 100 + hedge funds, the BOD's etc, etc, etc, can also read' a documented process and obviously agree with me' ...
Regarding when ? ... which is the honest question on everyone's mind ? ... I believe we are close' ... Remember, EVERYONE waits together' ... Everyone'
I believe that the process was scheduled to move forward last year in 2015', however, as we all read in October' the process became delayed' ... and then, we received word of the March 2016' Press Release' ... "one last remaining issue" ... as was revealed' ...
So, as I explained earlier, the FDIC' is proceeding parallel to the Tranche Payout Matrix' ...
Simply, ...
a:) Tranches 1 - Tranches 4 = WMI BK creditor class issues'
b:) Tranche 5 = WMB seizure issues
c:) Tranche 6 = Debtors and Debtors in possession owners' All things WaMu'
and then' comes the simultaneous, in place FDIC process ...
a:) address all depositor issues (as was stated, WaMu did not cost the FDIC anything - all depositors were fine)
b:) address any estate creditor issues' (WMI creditors were all paid with cash at reorganization ... and ... currently the "General Unsecured" WMB issues are being settled GSA')
c:) release debtor estate owned cash / and asset valuations to the owners of the original debtors estate (us = equity) on a quarterly basis in amounts exceeding $25.00 ... until the estate is finalized and completed'
AZ
~ yes, ... Yes' It Is ~
Yes, Owning Tracking Markers is a wonderful thing, ...
Tracking Markers designate a releasing participant as an owner of the Original WMI Estate' ... a Tranche 6' participant capable of receiving uncapped amounts of return future'
The "asset value" (secured within the WMI-LT) of Investment' along with the "equity value" of Investment' (secured within WMIH, sub) ... are BOTH' owned by the true owners of the Original WMI estate' ... class 19 & 22 = Tranche 6 - releasing equity'
WMIH-Corp will need to couple the asset value with the equity value of the original estate in an effort to move forward in a financially meaningful way' ...
- watch for the "last remaining issue" to be rectified within class 18' - via' an agreed upon "Global Settlement Agreement"
AZ
~ Regarding WMIH-Corp Moving Forward ~
... Everything is connected' ... no one was ever expected to connect the process' ... TRUE' equity participants were underestimated numerous times within all things WaMu' ...
... Currently, the WMIH trading price maintains the exact same control now, on the naz', as it did on the otc' ... (last years event did not get done)
the good news is, that now that 18's are being reported becoming settled' ... we are close' ... 16's are limited to an LTI return and determined to be document' completed, and 17's are not an obstacle'
everyone waits together
... currently, as revealed in the recent March PR' ... the process is all funneling into a Tranche 5' Class 18' General Unsecured Rule 510(b) settlement as we wait for news of their completed global settlement agreement'
The FDIC is processing, parallel to the Plan's Tranche PayOut Matrix' ...
(Tranche 4' WMI remaining)
class 16 - (WMI, the last creditor) are capped and limited to receiving an LTI return only
(Tranche 5' WMB remaining)
(27.1 & Plan 7 = class 17(a&b) secured to face + FJR to maturity ... deemed to will have released upon the receipt of their distribution)
class 17A - (WMB Bonds) brought their releases' forward from Plan 6 (capped at face plus FJR to maturity)
class 17B - (WMB Bonds) "due to the fact" - had no claims against the estate' (capped at face plus FJR to maturity)
class 18 - Allowed WMB General Unsecured' (Court approved and capped as settled)
(Tranche 6' = The WMI' Owners = Releasing Equity)
class 19 - P's and K's (uncapped returns available)
class 22 - uq's ... 19's and 22's simultaneous 75% / 25% split (uncapped returns available)
================================================
Tranches 1 thru 4 = WMI creditor class issues' (WMI BK issues)
Tranche 5 = WMB issues' ... (WMB Seized Bank Issues)
Tranche 6 = The Owners of the Estate' (All things WaMu)
AZ
~ Fred, I Believe I Can Answer That Question ~
AZ
~ 27.1 Is The Smoking Gun ~
I'll go in reverse, in an effort to make things easier to understand ...
WMIH-Corp can not move forward in a meaningful financial manner, without the Original WMI Estates ... "asset value" ... and ... "equity value" ... currently owned by releasing equity in a Tranche 6' ... and secured within the LT and Investment, respectively ...
Tranche 6' ... releasing equity, can not move forward in a meaningful financial manner until Tranche 5 has been addressed ...
Tranche 5' ... senior subordinated debt, and subordinated debt Rule 510(b) ... is not deemed to have released until their distribution from JPM, and the FDIC has been realized ... Plan 7 ... (capped' face plus FJR returned)
Tranche 4' ... piers, ... don't matter, ... they have been limited to a return of a Liquidating Trust Interest ... only' ...
Now, let's reverse and go forward, ...
Tranche 4 ... capped, ... a WMI creditor class, ... no markers issued and no ownership ... limited to an LTI return only
Tranche 5 ... capped ... WMB, senior and subordinated debt, no markers issued and no ownership, ... and have not yet released, until their distribution has been realized ... receipt of their distribution designates release (Plan 7)
Tranche 6 ... unrestricted returns ... uncapped equity, ... comprised of already releasing participants receiving simultaneous returns at 75% / 25%
WMIH, is currently in a holding pattern until Tranche 5 is determined to have released' ... (JPM & the FDIC) ... their release is realized upon the receipt of their Distribution (Plan 7) ... and ... the returns are allowed to move into Tranche 6' ... subsequently allowing WMIH to begin to move forward in a positive manner'
AZ
~ LG, ... It's Time for Them' to Pay Up. ~
AZ wants his piece of ... "Posit Pie" ... Everyone knows it's there, ... The WMI asset values were initially (2008) secured within WMI Investment, ... While the open Court bankruptcy was settled and reorganized, using only the cash and tax refunds ...
Now, It's time for WMIH-Corp, ... as a publically traded company on the NasDaq, ... to begin to move forward ...
There isn't any need for any more secrets, ... everyone now knows'
AZ
~ The pre planned event for WMIH ~
Is available for all to review, ... The plans that were made, to secure the massive value of WMI within an eventual reorganized company' ... The now, NasDaq publically traded ... WMIH-Corp ... has been available for all to review since the initial filings ...
WMIIC, filing first of course, ... on 09/26/2008 at 9:15 PM
WMI, ... filing second ... on 09/26/2008 at 9/16: PM ... (WMIIC, needed to be placed under the Courts protection ... First ... )
... after the First Day Filings, ... 09/26/2008 - 12/08/2008' ... and moving into early 2009, ... neither the Judge, The US Trustee, The Weil Attorney Group, and Mike Willingham, including Esopus Creek and Venable' ...
gave a hoot' about any pink sheet purchases of WaMu securities, after the fact' - after the filings for BK protection' ... 09/26/2008' ... Nope', Not Hardly' ...
this all began, due to the filing of a solvent debtor, (WMI(s) $32 b assets > $8 B liabilities, ... legally listing equity participants, and transitioning those listed, to general unsecured / unliquidated claimants' ... with a projected Plan 6 approval, planning on eliminating all of equity from participating in the new reorganized company ... with only "Cash" being considered with the Monthly Operating Reports' ... (the MOR's) ... the control of the cash only aspects of WMI, were accomplished easily' ...
When, Mike Willingham, took on the task of saving this massive WMI estate, for the true and listed owners, ... with his purchase of uq' security's in 2009 ... all equity positions ended up being saved and included in the final Plan 7 result ...
The snh's and bond holders were able to continue to profit, beyond the filings, since the WaMu securities continued to be traded, openly on the pink sheets
AZ
... The Amended Articles' ...
were released for all to review last year on 02/27/2015, ... I would hope that anyone involved to a deep level, ... would have at minimum reviewed these ... year old documents' ... in lieu of any type of critical acknowledgement, seriously after the fact' ... which seems to be the constant
I spoke of the stock for value exchange last summer' 2015' ... reaction to research and study is never considered if a participant does not stay current within the filings and submissions' ...
Also, ... And Yes, I have a copy of the document I have referred to' ...
AZ
... WMIH-Corp ... in its current state' ... with it's minimal amount of cash, a debt / dilution financing agreement, and its availability to issue 3.5 billion shares of itself, ... is not enough to come to anyone's bargaining table ... in my own opinion, ... and ... as I have said numerous times' ... comparatively, it just isn't enough' ... and ... as the present tense would dictate' this is obviously correct
However' ... if WMIIC purchases WMIH-Corp shares with the "asset value" currently held within it', ... again, owned by the releasing legacy shareholders, ... the shares of WMIH, which could then be distributed to the actual owners of the WMI asset values held within it' ... the marker holders ... via' the DTC, as we all have experienced ...
Then' ... all things become possible' ... the debt could be addressed along with the movement of the "asset value" to be joined with the "equity value" ...
Again, ... in my opinion, this would need to be a tiered event' as the company's (WMIH) share price would increase with each purchase of its own shares'
AZ
~ WMIH, ... The 2014, AMENDED AND RESTATED ARTICLES OF INCORPORATION ~
The ... Amended Articles, as of 12/31/2014' ... revealed on 02/27/2015 in the 10-K' ... describe how a subsidiary, (WMRRC or WMIIC) can now purchase shares in the parent corporation (WMIH) ...
Considering the events that were completed in 2015' ... The finalization of the rights offering, the move forward of the shareholder meeting, the increase to 3.5 billion shares available, all of the issues needing to be accomplished by July 5th, 2015 ... and then the report of the failure in October ... move us forward within the process, preciously planned for' ...
... As of this week, ... WMIH will reveal the 12/31/2015 10-K, ... We should revisit and consider, the "stock for value" issue that I brought up last year' ...
As we all know, The sub' WMIIC, holds the actual - secured - "asset value" of WMI, again, secured within it at the initial filing, ... While WMIH, holds the "equity value" of the same ... WMI's "asset value" now held within WMIIC, is actually owned by the owners of the WMI Estate, ... the releasing legacy shareholders, ... now, designated by their tracking markers, held in individual accounts ...,
WMIIC, ... is now in the position, and is supported by the Amended Articles, to purchase shares of WMIH-Corp, with the "asset value" held within it, ... accomplishing three very financially important forward moving functions' ...
1st ... WMIIC is now in a position to actually purchase shares in WMIH, with the "asset value" held within it' ...
2nd ... WMIH- Corp would be able to financially benefit by the receipt of the "asset value" now provided with WMIIC's purchase' of shares
3rd ... the actual legacy owners of the assets (marker holders) benefit by the ability to distribute the shares of WMIH, now purchased by WMIIC with asset value owned by the same' releasing legacy shareholders', within their distribution via the DTC'
These financial forward movements involving WMIIC, ... the new company, WMIH-Corp, ...,and the legacy shareholders, defined by their released tracking markers, ... will have zero to do with the forward movement of the WMI LT, or any current holder of an LTI' (a liquidating trust interest) ...
AZ
~ WMIH, ... The 2014 Amended Articles of Incorporation ~
The ... Amended Articles, as of 12/31/2014' ... revealed on 02/27/2015 in the 10-K' ... describe how a subsidiary, (WMRRC or WMIIC) can now purchase shares in the parent corporation (WMIH) ...
Considering the events that were completed in 2015' ... The finalization of the rights offering, the move forward of the shareholder meeting, the increase to 3.5 billion shares available, all of the issues needing to be accomplished by July 5th, 2015 ... and then the report of the failure in October ... move us forward within the process ...
... As this week, ... WMIH will reveal the 12/31/2015 10-K, ... We should revisit and consider, the "stock for value" issue that I brought up last year' ...
As we all know, The sub' WMIIC, holds the actual "asset value" of WMI, secured within it at the initial filing, ... While WMIH, holds the "equity value" of the same ... WMIIC's "asset value" is actually owned by the owners of the WMI Estate, ... the releasing legacy shareholders, ... now, designated by their tracking markers, held in individual accounts ...,
WMIIC, ... is now in the position, and is supported by the Amended Articles, to purchase shares of WMIH-Corp, with the "asset value" held within it, ... accomplishing three very financially important forward moving functions' ...
1st ... WMIIC can now actually purchase shares in WMIH, with the "asset value" held within it' ...
2nd ... WMIH- Corp is able to benefit by the receipt of the "asset value" now provided with WMIIC's purchase' of shares
3rd ... the actual legacy owners of the assets (marker holders) benefit by the ability to distribute the shares of WMIH, now purchased, within their distribution via the DTC'
These financial forward movements involving WMIIC, ... the new company, WMIH-Corp, ...,and the legacy shareholders, defined by their released tracking markers, ... have zero to do with the forward movement of the WMI LT
AZ
~ Regarding, WMIH-Corp and the WMI Liquidating Trust ~
Remember,
... WMIH-Corp owns the ... "Equity Value" ... in WMIIC, ... while the releasing legacy shareholders own the ... "asset' Value" ... in WMIIC, ... so again, ...
The TWO, WMIH-Corp and the WMILT ... remain financially connected, and will need to do business with each other' ... only, at first and in the beginning stages' ...
The Liquidating Trust can not entertain any outside bidders' to attempt to sell legacy shareholder owned' ~ "assets", ~ since the new company - WMIH-Corp owns the actual "equity value" in the same ...
This is a very, very, important part of the pre planned process to be aware of' ...
There has been an obvious concerted effort, to discredit the documented connection between the New Company and the WMILT' ... in the same fashion,, ... the ...
The GSA, DS, and the Approved Plan are misquoted'
MOR's were misunderstood
32.2 was misrepresented
The existing intercompany claims were disregarded
and most important, ... The First Day Filings' ... were never studied'
... etc, etc, etc, etc ... and so on' ... however, doesn't truly matter ... only the Truth matters' ...
WMIH-Corp CAN NOT move forward in any meaningful financially progressive fashion, without addressing the owners of the WMI Original Debtors Estate' ... Releasing Legacy Shareholders OWN the debtors and debtors in possession estate'
AZ
~ Correct' ~ You & Bob Get an A+ ~
Countryroads' and Bban, ... Very, Well Done, ... You are both 100% correct' ...
the bidding considerations, were all done pre' ... and ... to Countryroads point' ... the $8.75 per X 1.7 billion common share ... DID NOT ... include the Pay Off of the Existing Creditors' and also the Preferred Classes' ...
So, ... $8.75 per common X's 1.7 billion shares ... PLUS ... $8 billion in liabilities' as filed ... PLUS ... $789 million class 16's ... PLUS ... $7.5 billion in Preferreds ? ... (ish?)
and ... don't forget' ... at seizure the piers were a $789 million dollar consideration divided by 23 million shares' ... as the time allotted, had not allowed them to reach their prospectus face value of $50.00
AZ
~ MyPennys, Lots of Noise ? ~
Yep' That's for sure ... and ... just as many numbers have been considered' ... truth is ? ... Yes of course, along with everyone else I consider what could be the real numbers, ... we all do' ... its human nature built into an investors mind' ...
I actually use a simplified method as an extremely conservative base amount' ... but first, let me remind you, along with the entire group' ... as I said earlier -
The Original Debtors, WMI & WMIIC' assets belong to the releasing legacy shareholders of the WMI Original Estate, (marker holders) ... which as the returns begin to come in, will be distributed by our own "Grantors Trust - Pass Through Trust" ... the WMI Liquidating Trust' ...
Now, remember' ... WMIH-Corp owns the "Equity Value" while the legacy shareholders own the "Asset Value" ... so again, ... The TWO remain connected and will need to do business with each other' ... The LT can not entertain outside bidders' ... a very, very, important part of the process to be aware of' ...
To state that WMIH-Corp and the WMILT are not connected is just about as silly as someone presenting 32.2 of the Plan' and stopping at the comma, or for someone to not understand that the MOR's were limited to the reporting of the - cash' - only ~ NOT assets' ... or ... how a deposit base is considered a liability, while being an immense infusion of cash at the same time' ... anyway' ... like you, I only read a few ...
Now, back to amounts ? ... I simply consider what the documents state, and as revealed, in Sep 2008' WMI was interested in a bid of around $8.75 per share ... Blackstone got the closest at $8.50 ...
So, during the most tumultuous financial times in the U.S. ... 2007 - 2008 ... WMI wanted something like 1.7 billion shares X $8.75 per, with an unknown "blue sky" for the buyer ... so roughly $15 Billion as a base number' ... again, back in Sept 2008'
... So, have things improved ? ... obviously YES' ... was FJR ruled to be paid ON THE CLAIM (retro ?) ... obviously YES' ... was the Judge just shootin' the breeze with her "$10 Billion Dollar posit" ? ... Federal Court Judges don't shoot the breeze' ...
So, ... if someone were to ask me ? ... my conclusions lead me to believe this dog' is massive ... and ... I'm glad I listened to Rosie, the Judge, and Equity's Representation and released' ... and also ... chose to cracked on this very hard to average my entire holdings down from mid 2012 - Nov 2013' ... I haven't added WMIH shares since Nov 2013' ...
I have also been "Blessed" to not have to have needed to sell any shares' ... as we have all heard, how Life' has happened to so many of our people' ...
AZ
~ WMI, Parent Corp Owned Assets ~
Will be returned to their rightful owners, ... Returned to the releasing legacy shareholders, designated by their ownership of their tracking markers ...
The vehicle that will be utilized to return this value, ... either cash or asset, ... will be the Liquidating Trust, within its Registered Delaware Designation as a "Grantors Trust = A Pass Through Trust
The mechanics used to distribute are disclosed in Exhibit C of the Disclosure Statement, ... either a # 1) cash ... or a # 4) common shares in the newly reorganized company ... method' ...
Remember, ... a legacy shareholder ... marker owner, ... is an owner' ... while WMIH only owns the equity value, keeping the LT from being able to entertain other buyers of the assets' ... owned by releasing participants ...
AZ
~ ES1, Yes, The DETAILS are very Important ~
... The answer, in my opinion is a combination of events' ...
An absolutely tremendous amount of financially critical, information was missed and NOT or NEVER considered, by many with their focus merely being placed upon the WMI' Open Court Portion of the entire process' ... again, that was literally only one half of what truly was going on' ... "the big show" ... while the "important show" ... was overlooked'
Now, it's obvious, and documented, that plans were made to secure the massive WMI' (Parent Corp's) assets within WMI Investment, prior to the OTS / FDIC(s) seizure of WMB' in Sept of 2008' ... and, ... please follow, this is important,
After extensive study, my conclusions are, the original pre plan designed was literally impartial as to who would actually end up owning the future tense, eventual exiting reorganized new company, ... WMIH-Corp' ... I find no indication of any pre planned design being mentioned over ultimate ownership, ... other than the term sheets, the snh's obvious integration and inclusion, and a hybrid creditor / equity class (piers) which had the ability to exceed face value ... ie; the reason the Judge had to cap them' ... again' Footnote # 1 and # 2 ... however, I believe the pre planned event for the exiting new company was considered to be handled legally by a Court Monitored and Approved Chapter 11 Reorganization ...
Now, the plans made for the new company ?' ... Again, I honestly have concluded that the original planners, figured the legal process would take care of these future tense issues ... enter attorney group Weil, Goldstein and Rosen etc etc ... in 2008 ? I doubt any of the involved ever considered that there would ultimately be any type of an equity participation ... this was designed to exit bankruptcy, leaving the last creditor class impaired' ... which' ... was actually accomplished however with the ending inclusion of "General Unsecured Claimants' ... and ... Equity Classes' as a simultaneous ending distribution Matrix ... (genius)
So, ... the pre plan is obviously documented, ... the assets are reviewable' ... the new company is now reorganized, and trading freely on the NAS' ... WMIH-Corp ... the BOD's is in place' ... the WMI assets are owned by the releasing legacy shareholders, ...
However, ... for some reason, ... we' continue to remain stagnant' ... something is missing ... something that in my opinion, was calculated to happen last year in 2015, all things considered' ... again, as I said last year, I could see no more obstacles ... believe me, I search every day for a possible reason'
... If I were to speculate ? ... I would say that the holdup has the smell and stink of sloppy work product' ... which I would associate to the seizing entity's ... however, ... there are way to many important participants involved here, for what ever was initially screwed up to not be repaired' ...
So, I'm watching for a WMIH-Corp 8-K to be filed with it's announcement of a plan seeking to acquire the assets of its own subsidiary, ... WMIIC, ... from the owners of the WMI estate' ... again, the releasing legacy shareholders = marker holders' ...
AZ
~ LG, Correct - It was the initiating of a Legal Process ~
Everything is revealed in the sequencing of the documents, ... Both' SEC and KCC ... The OTS / FDIC could only seize the sub WMB, ... and, obviously had zero jurisdiction over what the parent, Washington Mutual, Inc. along with its subs actually owned ...
Citi, made a reference on 09/17/2008' that it would be interested in WMI, after it exited reorganization ... a few days prior to the seizure ... they, were obviously being truthful, and did not forget to pay attention to the entire process
Also, Landefeld reveals on 09/23/2008, that WMI, had already taken (past tense) steps to secure its value, again prior to seizure ... nothing was a surprise ...
It is also revealed that offers to purchase WMI, were coming in at $8.00 per share, ... and JPM's was a split offer ... $5.00 + $3.00 ... and the only alternate bid was made by Blackstone Capital Partners ... Blackstone, 1st offering $8.00' ... then increasing their offer to $8.50 per share ...
However, as revealed in the First Day Filings, ... Washington Mutual, Inc. ... held firm at no less than $8.75 per share as a Sept 2008' base valuation acceptable amount for a bidder to purchase' ...
Now, TWO very, very, important facts, ... had Blackstone Capital increased its offer to buy WMI, another $.25 (25 cents) ? ... or, ... if Washington Mutual, Inc. been allowed to file its pre planned TWO Chapter 11 Filings ? ... JPM. which actually was the bank that needed saving due to its derivative sins, ... would have been left to collapse' ... Remember, ... WMI filed to address creditors, which it accomplished plus interest, ... and ... WMIIC, filed without debt or creditors, designed for the security of WMI's assets, and the eventual exit as a reorganized entity ...
... So, ... moving forward ... Washington Mutual, Inc. wanted $8.75 per share for a purchaser to gain ownership as a base value in Sept 2008 ... 1.7 billion shares times $8.75 per, ... the rest is an easy minimum return calculation for any interested party to conclude' ... and reasonably matches what has now been revealed'
FJR, has now been ruled to be paid retroactive, ON THE CLAIM, ... plus an obvious somewhat recovered economy, ... etc, etc ... plus, plus, plus, ...
So, ... Legacy Releasing Participants, designated by their ownership of tracking markers, ... actually own' ... the original estate, ... and ... as I have stated many times, ... WMIH-CORP, will need to address our (releasing equity) ownership of the assets held within its own sub' ... WMI Investment ... WMIIC' ...
AZ
~ WMIH-Corp, its Subs, the WMI Estate and the WMILT Remain Connected ~
The Connections between WMIH-Corp and the WMI Liquidating Trust, are very important to the Legacy Shareholder, designated by their markers received for their release, but also to the current WMIH-Corp shareholder, to enhance the knowledge of just exactly what a decision to be invested in WMIH-Corp actually means' ... how this new reorganized company came to be' is critical knowledge to the current investor and the legacy marker holder alike ... as the two remain joined'
And let me begin by saying that, ALL of the filings both KCC and SEC submitted from the beginning through to the Reorganized Plan, are 100% consistant within each other, ... These First Day Filings, 09/26/2008 - 12/08/2008 through to, The GSA, DS, and of course, The Plan of Reorganization ...
... So, Listen to exactly what the Executive Vice President of Washington Mutual, Inc. ... STATES' ... under the penalty of perjury ... the following is, as submitted to the Court', written and signed by, - ... The Executive Vice President of Washington Mutual, Inc. ...
Filing # 0013 Filed 10/02/2008
The Declaration of - Stewart Landefeld - ... "in support of" ... (under the penalty of perjury) ... regarding the administrative combining of the TWO Washington Mutual Bankruptcy's" Filed ... WMIIC' and WMI'
http://www.kccllc.net/wamu/document/0812229081002000000000002
Footnote 8;
"Upon information and belief, with limited exception, aside from certain intercompany claims, WMI Investment does not have any outstanding debt as of the date hereof"
Point 26;
"After the Bank Receivership, the Debtors filed these chapter 11 cases to preserve their assets and maximize the value of the estates for the benefit of their creditors."
Point 28;
"The Debtors seek, pursuant to Rule 1015(b) of the Bankruptcy Rules, the joint administration of their chapter 11 cases for procedural purposes only. Joint administration will obviate the need for duplicative notices, motions, applications, and orders and thereby save time and expense for the Debtors and their estate."
Point 29;
"The rights of the Debtors' creditors will not be adversely affected by the proposed joint administration of these cases, and, in fact, will be enhanced by the reduction in costs resulting from the joint administration. The Court will also be relieved of the burden of entering duplicative orders and maintaining redundant files. Finally, supervision of the administrative aspects of these Chapter 11 cases by the Office of the United States Trustee for the District of Delaware will be simplified."
Point 30;
"I believe that the joint administration of the Debtors Chapter 11 cases is in the best interest of the Debtors, their estates, and all parties of interest, and should be granted."
... As so quoted directly from The Executive Vice President of Washington Mutual, Inc. ... Stewart Landefeld ... once again, "under the penalty of perjury'"
... ALL 100% agreed to and signed into the Courts Approval on 10/03/2008 ...
Now, moving forward, ... regarding the intercompany claims mentioned in Footnote 8; above, between the TWO initial Debtors Estates' - WMI and WMI Investment' ... The Approved Plan of Reorganization (Plan 7), specifically addresses these forward moving issues' ... everyone, please read beyond the comma, ...
32.2 Intercompany Claims:
"Intercompany Claims shall be extinguished, unless otherwise agreed or resolved between the parties to a given Intercompany Claim, resolved by the Global Settlement Agreement or released by operation of the Plan. Any such transaction may be effected without any further action by the stockholders of any of the Debtors or the Debtors in Possession."
12/12/2011 The Plan of Reorganization
http://www.kccllc.net/documents/0812229/0812229111212000000000003.pdf
... They told us from the very beginning, what was earmarked to eventually come' back, what would eventually be returned ...
"the Company's equity interests in (i) Investment (all the assets of which will be contributed to the WMI Liquidating Trust, including any intercompany claims), "
... WE' as the legacy shareholders and owners of the original WMI Estate' ... as the documents reveal' ... OWN' ... "all of the assets" (secured within WMI Investment prior to 09/26/2008) ... and the ... "intercompany claims" owed by WMIH-Corp, as have been revealed to us within the filings'
~ So Again, ... in an effort to simplify,
The following, ... THIS' ... is exactly, what the WMI Liquidating Trust, currently states on its informational site' ...
"the Company's equity interests in (i) Investment (all the assets of which will be contributed to the WMI Liquidating Trust, including any intercompany claims), "
So, ... The Company being referred to is = WMIH-Corp which owns the "equity interests" (in its sub' WMIIC)
and' ... (i) Investment being referred to is = WMI Investment
and then, "all of the assets" to be contributed, are the original, WMI assets, ... which as stated, ... "which will be contributed to the WMI Liquidating Trust", ... and then again as stated' , ... "including intercompany claims"' ...
... the very important word, ... including ... is the hinge pin' ... the document actually refers to ~ both' ~ assets and intercompany claims
As the documents distinctly portray, ... The above, are not considered to be either a Liquidating Trust - Interest - or, - a Liquidating Trust - Asset - ... remember the words, ... "other than" ... as placed within the defining initial text' regarding what the LT would encompass'
The above document revealed returns, will utilize the Liquidating Trusts registered function as Delaware Registered' ... "Grantors Trust = A Pass Through Trust' ... to ultimately distribute to the actual owners of the WMI' Original Debtors Estate, utilizing, ... as Exhibit C to the Disclosure Statement describes, either ... # 1) Cash ... or a ... # 4) common shares in the newly reorganized Company' ... (currently, receiving a # 2) a Runoff Note ... or ... # 3) an LTI - is just not possible to be utilized as a distribution mechanism, for a Tranche 5 (General Unsecured Claimants) and Tranche 6 (Releasing Class 19 & 22 Equity) ~ distribution ~ "Footnotes # 1 & # 2
So, ... The Above, is what the LT' states on its site ...
And Again, ... The Below, is what the POR states' ...
32.2 Intercompany Claims:
"Intercompany Claims shall be extinguished, unless otherwise agreed or resolved between the parties to a given Intercompany Claim, resolved by the Global Settlement Agreement or released by operation of the Plan. Any such transaction may be effected without any further action by the stockholders of any of the Debtors or the Debtors in Possession."
... "unless otherwise agreed or resolved between the parties" ... which as the POR reveals of course, agreements were achieved' via the mediated result
... All of The documents are time lined and consistant within their disclosures' ...
AZ
~ Involved in WMIH-Corp ? 108 Hedge Funds = Interesting, Right ? ~
Yes, A Hedge Fund, also knows how to read and sequence an entire document ... not portions of a document'
A Hedge Fund would also not stop reading at a comma, simply for a convenience
A Hedge Fund does not have a need to twist, replace, or manipulate wording' and text ...
many, along with the hedge funds, are here for the return of investment, as both ... owners of the Original WMI estate ? and as shareholders in WMIH-Corp
AZ
~ This, is DIRECT From the' Washington Mutual, Inc. et al Disclosure Statement (DS) ~
(3) CHANGE IN OCI
"Unrealized gains and losses in securities are recorded in Other Comprehensive Income within equity. When that value changes at a subsidiary, WMI's Investment in Subsidiary balance changes as well. However, this is a change on the balance sheet of the subsidiaries and is not reported on WMI's income statement."
"Securities were held at WMI Investment Corp, Marion and WMMRC. The change in balance would result from both changes in values of the securities held as well as the liquidation of the securities and the realization of actual gains and losses."
Filed 01/09/2012 [9365]
http://www.kccllc.net/documents/0812229/0812229120109000000000015.pdf#page=170
AGAIN; ... "and is not reported on WMI's income statement"
AZ
~ WMI's Plan of Reorganization Told Us' ~
... The Planners' told us from the very beginning, what was earmarked to eventually come' back, and what was to be returned ... returned to the "releasing legacy shareholders as the owners of the WMI Estate" ... allowing WMIH-Corp to begin its financially forward movements' ...
Direct Text;
"the Company's equity interests in (i) Investment (all the assets of which will be contributed to the WMI Liquidating Trust, including any intercompany claims), "
The Company = WMIH-Corp
WMIH-Corp = owns the equity interests in (i) Investment
The Owners of the WMI Estate = are the owners of the assets (legacy releasing participants)
Investment = WMI Investment (WMIIC)
"all of the assets" = The WMI assets secured within WMIIC as stated' within the "First Day Filings" ... Sept 26, 2008 - Dec 8, 2008 ...
"of which will be contributed to the WMI Liquidating Trust" = Future Tense' and self explanatory
"including any intercompany claims", = again, revealed in proper fashion' ... (including' - not limited to - that's important)
So, ... BOTH' ... the WMI secured assets, as stated "secured" within WMIIC - and - the intercompany claims ... are to be returned' ...
intercompany claims = funding WMIH-Corp owes to the WMI estate, which allowed the financial completion of the Plan of Reorganization'
AZ
~ So, Regarding The Washington Mutual Liquidating Trust ~
As the study and research of all things WMI (oldco) - WMIH-Corp (newco) - The legal process that brought us here, - and, - the Washington Mutual, Inc. Liquidating Trust - continues, ...
According to the documents revealed, not only is it legally impossible for a releasing legacy equity holder to be issued an LTI (a Liquidating Trust Interest) ... it is actually also mathematically impossible as well' ... Remember, ... a class 16' piers security was "capped" by the Court at $10.52 per share, as a base number, and, was allowed to continue to receive FJR interest "ON THE CLAIM" until satisfied' ... keep the word "capped" in mind as we continue ... it's important'
prior to reading the relevant footnotes, a review the Tranche defined participants will be helpful,
Tranche 4 = Allowed Senior Notes Claims and Creditor Class 16' (piers security's)
Tranche 5 = General Unsecured Claims --- Rule 510(b)
Tranche 6 = Equity Class 19 and Class 22 Legacy Releasing' Participants
So, Moving forward' ...
Tranche 5 and Tranche 6 will never be in a legal or mathematical position to be issued an LTI (Liquidating Trust Interest) as Footnote # 1 reveals' ...
... The Plan of Reorganization "capped" the amount of return available to the class 16's ... The Plan of Reorganization DID NOT change the "face amount" of the security' ... "if proceeds exceed the face amounts issued to current LTI holders" ... and the Courts assigned capped amount ($10.52) plus FJR, ... ON THE CLAIM ... will never' exceed the face amount of the security'
So, of the four available distribution methods disclosed within the documents', The distribution mechanics allowed, ... which again, are defined to, in Exhibit C' of the Disclosure Statement ... adhered to, within Attachment H' of the Plan, ... reaffirmed within Jon Goulding's submission "In Support Of The Plan", ... and approved, within the Courts Signed approval of Plan 7'
So' ... I am obviously never going to get a Runoff Note, ... I'm NOT going to ever get an LTI' ... So, ... I am only in a position to receive a ... number 1) = Cash (distribution) ... or a ... number 4) common stock in the reorganized company (distribution) ... while the Liquidating Trust is allowed to perform its designated function as a ... "Grantors Trust = Pass-Through Trust" ... for tax purposes'
Footnote 1) Liquidating Trust Interests are not issued to holders of subordinated claims and equity interests. Additional LTI's will only be issued to holders of subordinated claims and equity interests if proceeds exceed the face amounts issued to current LTI holders.
Footnote 2) A claim by a holder of an Allowed Senior Notes Claim with respect to Floating Rate Notes against any of the Debtors or the Debtors' estates for interest accrued during the period from the Petition Date up and including the date of final payment of such Claim, in an amount equal to (a) such holders Postpetition Interest Claim minus (b) such holder's Intercreditor Interest Claim.
Again, as I described, ... when the Court "capped" a piers security, the Court eliminated the possibility of a piers security ever being able to "exceed face" amount of the security, with the FJR returns paid over time future', plus the capped base amount' ... again, the Court "capped" the amount of return' of the piers' The Court DID NOT or COULD NOT adjust the designated security's "face amount" ...
again, The last creditor class (piers, class 16) will never be in a position to achieve its original face value, as the footnotes describe, being a requirement for Tranche 5 and Tranche 6 to be in a position to be issued an LTI' ... (Liquidating Trust Interest) ... Interest ... being the operative word'
Again, The Court was never in a position to change the original "face amount" of a class 16 security, however, the Court was within its Chapter 11 Re-Organizational right to limit or "cap" the return available to the creditor class 16 within the Plans Settled Approval
Tranche 4' ... as the footnotes describe, remain handcuffed to the LT, and restricted to receiving an LTI only ... remember, defined to a Liquidating Trust INTEREST ... once again, for discussion purposes, "INTEREST", being the operative word' ...
... Cash returns (distribution method # 1) not considered to be a Liquidating Trust Interest, can flow to Tranche 5 "General Unsecured Claims" (Rule 510(b)) ... while, Tranche 6 holds its position, to be able to receive a distribution method # 1 (cash) ... and ... distribution method #4 (common shares in the reorganized company)
RECAP;
So If; Liquidating Trust Interests are received ? ... they are to be distributed to Tranche 4'
So if; Other Than - a Liquidating Trust Interest is received ? ... Cash ... General Unsecured Claims must be considered'
So if; common shares in the newly reorganized company are received ? ... The only available recipient, are the owners of the markers' (Equity)
So if; Other Than - a Liquidating Trust Interest is received ? ... Cash ... once Tranche 5 has been considered ? ... then that will be distributed to Tranche 6'
... Simply Remember, ... Tranche 4, as described within BOTH' footnotes 1 & 2, are limited to a LT, issued LTI only' ...
Tranche 4 = Allowed Senior Notes Claims and Creditor Class 16' (piers security's)
Tranche 5 = General Unsecured Claims --- Rule 510(b)
Tranche 6 = Equity Class 19 and Class 22 Legacy Releasing' Participants
AZ
~ goodietime, - Regarding WaMu, WMIH, etc' ~
I recently provided a full presentation, (in another area') referencing, another Federal Court and another Federal Judge, utilizing Judge Walrath(s) precedent setting rulings, placed within our Washington Mutual. Inc, - Plan of Reorganization (02/23/2012) with her in depth explanation, justification, and issuing of the - Federal Judgement Rate' - as the Court allowed and proper rate of return to all classes ... YES, ALL CLASSES'
Again, ... the FJR rate was assigned to all classes'... not only the piers class (class 16's) in the WaMu case' ... beyond of course, it being used, to this day as the precedent setting standard' in other on going bankruptcy cases' ...
You are correct, The WaMu, WMILT, WMIH, and its two subs WMIIC & WMRRC' was precedent setting in many, many ways' ...
However, ... NEVER, EVER' forget the distinction also, ... WaMu was able to file for TWO Bankruptcy's ... to accomplish an ending result' ...
Some, showed up LATE' to the WaMu Court proceeding's ... and did not consider and missed a lot' of the correlating, already approved Court Rulings' ...
AZ
... es1 ... maybe this will help ...
at the very beginning of the case - 2008, ... as revealed on KCC, ... the Court approved the Attorney Groups, ... including staff and expenses, ... along with A&M, its staff, and also it's need to secure subcontractors when necesary ...
Legal billings can easy exceed the hours in a day, week, month ... due to the numerous people providing work product' ...
AZ
... Seriously for one to Consider, WMIH, WMILT, and WMIIC ...
... I stand by the Court Process, the Court Filings and Links directed to them, as they have been presented to all ...
The rest, is up to the reader to engage the actual and truthful process as reviewed and dissected ...
Any ~ Novice, ~ Obviously, fueled by inexperience, ... which never once considered the foundation of the actual case, prior to their experiencing the open court hearings, as a viewer only, ... is just ... well, ... everyone gets the picture I'm sure ...
The WaMu case was already active litigation and important defining Court rulings had already been made, prior to equity becoming included ... and, ... obviously a few showing up to sit in the audience of the Delaware Court ...
... A few suggestion ...
Engaging in a socially permitted action with a legal opponent ? ... or, ... shaking the hand of an adversarial attorney ? ... Is acceptable within the confines of being, ... "north of the gate"' ... outside of the Court Room ? ... it is merely considered a sign of weakness ...
A proper review of what is actually occurring within a courtroom ? ... is not acomplished by reading the "nuance of the room" ... only, what the Judge says matters ... not, anyone in the audience's sigh or twitch'
Also, ... On the subject of the presiding Judge ... A Lady' Judge, does not prefer to be addressed as ... "Sir"
Again, ... A novice, ... fueled by inexperience, ... would be the only one considering the "body language" of people involved in a lunch break as true Due Diligence ...
Also, ... The words are important ... WMIIC, is eliminated upon consolidation, ... Not, eliminated upon a settlement, as has been incorrectly presented this morning ...
This is a big deal which involves many ... for the few, ... that continue to have difficulty ? ... let's try a bit harder ... k ? ...
The complete history of this case ? ... or any relevant issue to fully understand what has occurred ? ... is important' ...
AZ
... WMIH's Debt Exceeds it's Current Value ...
WMIH-Corp Owes Debt' to it's original creator = The WMI' Original Debtors Estate' ... which is quite clearly defined throughout the process' ... and within the documents revealed' ... the doc's have been dissected, discussed, and presented numerous times ...
Currently, WMIH's Debt Exceeds its existing value, so yes, WMIH-Corp DOES NEED to make an initial move to enhance its value, and stabilize its financial foundation, prior to being in a position to discuss the purchase of any of the "assets" of its own continually Delaware Registered Subsidiary, ... WMIIC ...
which, of course, continues to be owned by again, ... WMIH's initial creator, ... The WMI' Original Debtors Estate' ... now owned by the releasing participants, ... acknowledged by the markers held their accounts' ... and ... currently represented by the WMI Liquidating Trust' ...
The current, in place financing agreement, The Rights Offering, can not be utilized to address any of WMIH's debt it owes to the Original WMI Estate' ...
WMIH-Corp, other than pre designed' LTI distributions to Creditor Classes, ... also CAN NOT pay off any of debt owed to the WMILT to simply pay off the LT's already issued LTI's remaining in Tranche 4' ... Piers' + FJR, Interest ...
Simply, because the Class 16 - Piers Holders - Retail & Institutional alike, ARE NOT actual owners of the Original WMI Debtors Estate' ... only the Tranche 6, Class 19 and Class 22 holders have that special ownership' distinction' ...
It's complicated, and difficult to understand ... obviously for some, more than others' ... I get that ... doesn't matter, ... the result is the result ... whether individual comprehension is included
It is a shame that the attempt of WMIH' to purchase an operating division of a public company failed, ... the reveal of this first important step will get everything originally planned moving in proper order' ...
Hopefully, we will all soon see and receive an 8-K revealing that WMIH-Corp has secured that initially needed platform ... and ... begin to increase a stabilized value, and, be able to begin to acquire the assets of its own sub WMIIC, and flourish from there'
I'm beginning to believe that maybe, everyone did not release ... hmmmm ?
AZ
... Pick, I hear you ...
Check out the WMILT(s) 03/29/2012 8-K Filed, that I included in the document presentation' ...
It's the singular and only time, that I ever saw WK' referred back to being the President and Chief Executive Officer of WMIIC back to 10/02/2008 as Filing # 0246 allowed, thru to the reorganization ...
That' particular 8-K, with the only reference to this' particular quite interesting - nugget - isn't on the LT's site or on the SEC site' ...
"scriveners error ?" ... or' ... "crack slippage ?"
I stumbled across it in my studies' ... and knew I had never seen it before'
AZ
~ The WMIH-Corp / WMIIC Connection' Supporting Documents ~
As the world watched, On 09/25/2008, The OTS / FDIC seized WaMu, ... or, ... to be factually correct, seized WMB', the banking subsidiary of the massive Washington Mutual, Inc. Estate ... Immediately, and on the very next day, 09/26/2008, the WaMu Estate, filed for two distinct and separate Chapter 11 Reorganization Bankruptcy Filings with the Delaware Court System' ... (initially KCC listed as Filing # 0001 & Filing # 0002)
The first bankruptcy filing was submitted for WMI Investment, recording no debt and no creditors, ... and ... the second filing was for WMI, which recorded assets at $32 billion dollars, with its liabilities recorded at $8 billion dollars' ...
The first of the TWO bankruptcy filings, entered for WMI Investment, was designed to maintain operations, move toward a future reorganization for the company, while the second of the TWO bankruptcy filings, entered for WMI, was designed to address debt, and pay with interest, all outstanding creditors' ...
Since these TWO bankruptcy's were quickly Court Ruled and Approved' to be procedurally joined, and for administrative purposes only, ... both' ... of the company progressions within the legal confines of the Delaware Court System were able to be accomplished ...
As the documents reveal, ... the first filing for WMIIC's chapter 11 reorganization, was never designed to allow creditor claims against it' ... again, ... as it initially filed with zero creditors and zero debt' ... and, as a subsidiary of the Parent Corporation, WMI ... WMIIC was allowed and destined to maintain its re-organizational operations throughout the entire Chapter 11 process, ultimately planning to exit bankruptcy as a reorganized entity' ... again, allowed by the Court to be financially separated from the WMI bankruptcy ...
... However, ... for WMIIC to maintain its operations, throughout the reorganization process, it needed a Court Approved functioning staff ...
William Kosturos, as the 10/02/2008 Court approved and named President and Chief Executive Officer of WMIIC ... along with A&M and it's national staffing and resources, were Court authorized to maintain and continue WMIIC's operations while it remained under Bankruptcy Protection, ... and merely joined procedurally only, (KCC Filing # 0025 - 10/03/2008) ... and for Administrative Purposes, (The Disclosure Statement - 01/09/2012 - [DN 9365]) along with document expedition to accommodate the WMI Bankruptcy ...
William Kosturos and the extensive staffing and resources available of Alvarez and Marsal, were Court approved, at the very onset of the 2008 process' to be placed appropriately, and be able to continue the seamless operation of WMIIC throughout the entire Bankruptcy and Reorganization Process' ... and ... again, Federal Court approved, being allowed to back date' - "nunc pro tunc" - to October 2nd, 2008, as Filing # 0246 reveals'
... Not only do all of the billing statements support this, but so does the sequence of events placed within the filings acknowledge this ... The procedural joining of the TWO BK's caused a tremendous amount of controversy during the Court Hearings and revealed within the relevant documents Filed' ...
Mike W and Esopus Creek' ... understood that' Pandora's Box had been carefully tucked away within WMIIC back in the early days and requested discovery of the joining of the bankruptcy's ... their requests, were consolidated within their (equity's) request for a shareholders meeting, ... and ... a review and discovery, regarding the procedural and administrative only, joining of the Two Bankruptcy Filings'
The end of 2009 and into early 2010 were tumultuous times, as the Court Hearings moved forward', equity's requests for depositions, a shareholder meeting, discovery of the BK joining, ... etc, etc' ... the links to the process are numerous, so I will spare everyone for now, ... what is ultimately important though is Filing # 0013' ...... Filed on 08/23/2010' ... The filing number, like many others was rolled back to the original issue being discussed'
This final Court Ruling on, 08/23/2010 lead to the beginnings of the four standing motions being filed, with the last Standing Motion' ... Filing # 8179 ... being filed on the eve of the Plan 6's Court Hearing to begin' ... July, 2011 ... Plan 6 obviously failed' ... and here we all are' ...
There are serious reasons, as revealed here, that the NASDAQ' saw value in WMIH-Corp and allowed it to be up listed' ... and ... also there was a reason that WMIIC was able to be listed as the Guarantor for the current and in place provided, Citi and KKR Rights Offering' ... Yep' ... the original WMI Debtors Estate Value that had been secured and separated from the WMI bankruptcy within the other WaMu Bankruptcy' ... WMI's own subsidiary, WMI Investment' = WMIIC
Filing # 0001 Filed 09/26/2008
The First of TWO' - WaMu Bankruptcy Filings, WMIIC(s) Filing for Bankruptcy Protection
http://www.kccllc.net/wamu/document/0812228080926000000000001
Filing # 0012 Filed 10/02/2008
The Request for Joint Bankruptcy Administration
http://www.kccllc.net/wamu/document/0812229081002000000000001
Filing # 0025 Filed 10/03/2008
The Courts Signed Approval for Joint Administration (notice the difference)
http://www.kccllc.net/wamu/document/0812229081003000000000002
Filing # 0013 Filed 10/02/2008
The Declaration of - Stewart Landefeld - ... "in support of" ... the administrative BK combining'
http://www.kccllc.net/wamu/document/0812229081002000000000002
Filing # 0065 Filed 10/13/2008
A&M and William Kosturos Request to be the Chief Restructuring Component (William Kosturos is currently the WMILT Trustee) - (don't miss the attachments)
http://www.kccllc.net/wamu/document/0812229081011000000000003
Filing # 0152 Filed 10/24/2008
Supplemental Declaration of William Kosturos - (don't miss the attachments)
http://www.kccllc.net/wamu/document/0812229081024000000000016
Filing # 0246 Filed 11/07/2008
The Request to backdate the naming of A&M and William Kosturos of designated CRO to be backdated to 10/02/2008
http://www.kccllc.net/wamu/document/0812229081107000000000004
Filing # 0013 Filed 08/23/2010
The Final Signed Order' (upon equity's request for discovery of the joining of the BK's) stipulating to "Procedural Purposes Only"
ORDERED: that consolidation of the above-captioned adversary proceedings is for procedural purposes only and shall not affect the parties substantive rights ... again' ... signed 08/23/2010 ...
http://www.kccllc.net/wamu/document/0812229100907000000000005
... I don't believe that anyone wanted a light placed on this WMILT's 03/29/2012 SEC 8-K ... filed a mere 10 days beyond the 03/19/2012 Implementation Date ... which actually named William Kosturos as the President and Chief Executive Officer of Investment ... dating back to Oct 2008 thru to the Reorganization ? ...
WMI Liquidating Trust ... Form 8-K ... Filed March 29, 2012
http://www.sec.gov/Archives/edgar/containers/fix067/933136/000090951812000138/mm03-2712_8k.htm
read, ... ITEM 5.02(c) ... and the reference to ... INVESTMENT ... "this'' ... is in direct reference to WMIIC" ...
Effective 10/11/2008 William Kosturos was named the CRO (Chief Restructuring Officer) of WMI' ... and between 10/20/2008 and the effective date' he was the President and Chief Executive Officer of Investment (WMIIC) ...
(c) Pursuant to the Agreement, William C. Kosturos, age 50, was appointed as the liquidating trustee of the Trust on March 6, 2012. Between October 11, 2008 and the Effective Date, Mr. Kosturos was the Chief Restructuring Officer of WMI, and between October 20, 2008 and the Effective Date, Mr. Kosturos was the President and Chief Executive Officer of Investment.
~ The WMIH-Corp Evolution Thru WMIIC ~
As promised earlier in the week, ... I have put together a series of documented events, that give rise to our planned re organizational future, for our now NASDAQ trading reorganized company ... WMIH-Corp ...
Within this presentation, I'm not discussing any right or wrong' affiliations' ... or ... the financial situation of the FDIC or JPMorgan at the time of the WaMu seizure' ... Sept 2008' ... I have worked hard over these last three plus years, studying and researching what occurred in an effort to help my decisions on whether or not to remain involved to the financial level that I am in the new company' ... my markers received for my submitted releases' are obviously secured in my accounts' ...
With the placement of this thread, I'm only referring to a Legal process that took place, in what appears to me to be a process that allowed for the accomplishment of many things simultaneously ...
Remember, while reading, ... WMIH-Corp owns the "equity value" in its listed' and continually, Delaware Registered' Subsidiary, WMIIC, ... while the Original WMI Debtors Estate' maintains the actual ownership of the "asset value" of WMIIC
Also, ... Many People have painstakingly researched the actual assets' involved with the dissection of many correlated documents' and I Thank Them ALL' for all of the wonderful study and research' ...
However, ... again' with this thread I wanted to address the process that was used within the filing of - TWO - WaMu Bankruptcy's ... One, to protect the company for a future re organizational process within an exit from bankruptcy as a viable company' ... and ... the other designed to address the creditors and the debt' ...
Happy Holidays to Everyone' ... I predict BIG THINGS for all of us, whether a WMIH Shareholder ?, ... a Legacy Marker Holder ? ... or ... like myself ... a holder of Both' ...
AZ
... Both' - WMIH-Corp and WMILT are Important ...
Both' ... WMIH-Corp, ... and ... the Original WMI, Debtors Estate, now, represented by the WMILT, ... were designed and destined to exit reorganization financially well equipped and secured for the future ... within the originally designed, Court Approved, re-organizational restructure process ...
WMIH needs the asset value of its own subsidiary, WMIIC, ... which is currently owned by everyone that released, as the owners of the WMI Estate, ... now ... being represented by the WMILT' ... and ... designated by the markers showing in an individual participants accounts
AZ
... No, Regarding WMIH-Corp, its sub', WMIIC, the LT, the existing Debt, and The DS / Plan' ...
This is not being presented correctly ... WMIH-Corp was not a party to the bankruptcy process, ... WMIH-Corp was the creation of the Plan of Reorganization ... this fact, should not be missed ...
The plans documentation does NOT address the debt WMIH continues to owe currently, to the Original Debtors Estate' now being represented by the WMILT, which again can only be considered, post Plan' implementation Mar 19, 2012, as again, WMIH-Corp, was not an actual party to the BK' ...
The disclosure statement says the obligations "which, pursuant to Section 32.2 of the Seventh Amended Plan, will be extinguished, unless otherwise agreed." Obviously the "otherwise agreed" was invoked because the LT's website (which everyone can and should visit for them self) states that the LT owns the "Intercompany Claims".
http://www.kccllc.net/documents/8817600/8817600140501000000000003.pdf (p. 2, Section 2(e).
The LT is speaking in the present tense; as it should regarding the issue between WMIH and WMILT'
it now owns whatever intercompany obligations WMIIC held during its Chapter 11 case and WMIIC (the corporate entity) is owned by WMIH. Further, if WMIH consolidates with WMIIC the intercompany obligations won't be extinguished because they're not included in WMIIC's assets.
AZ
... WMIH-Corp ... On the Surface ? ...
WMIH currently, as a NASDAQ publically traded financial, isn't much to look at merely on its own ... is it ? ... WMIH currently has some $60m in cash, ... a debt / dilution instrument (the rights offering) ... A subsidiary in Runoff, WMMRC, ... and the ownership of the "equity value" in its other recorded subsidiary, WMIIC ...
WMIH also, has continued debt, which is owed to the Original Debtors Estate, that currently exceeds it's cash on hand and it's entire market cap @ 206m shares trading at $2.40 (ish)
The WMILT, ... owns the asset value of WMIIC, ... and WMIH, will need to do business with the LT, and acquire the asset value of its own subsidiary WMIIC ... in an attempt to move forward, and simultaneously address its current debt, which again exceeds its value
Remember, ... if you released as instructed to do ? ... you, are one of the owners of the Washington Mutual, Inc. - Original Debtors Estate, which continues to now be, represented by the Washington Mutual Liquidating Trust' ...
KKR, Citi, and all of the funds that are involved, ... are NOT here for what WMIH appears to be merely on the surface ...
The 3.5 billion share availability of WMIH, which can be authorized without shareholder approval, (2015 proxy) ... will come into play here, as WMIH needs to do business with the LT' ... which represents the WMI estate, which is owned by me' and everyone else that submitted their release'
"a stock for value event" ... between WMIH and WMILT, ... I spoke of this before, ...
AZ
... FWH, ... I have spent time on the 2014' R-203 ...
Which was the WaMu relevant attachment to the JPMorgan, 12/31/2014 ... 10-K, ... Their yearly report ending for 2014' ...
Regarding, your question on a JPM, Q report ... quarterly ... I have not studied their Q reports ... I have been working on other things ...
AZ
~ Yes, The Reference to NOL's Did Have Purpose ~
The "we believe" regarding an empty shell exiting bk' corporation = WMIH, and the possibility of a Net Operating Loss "future value" against potential earnings for WMIH, absolutely, had a very serious purpose and an important value' to the reorganization plan, which was submitted to the Delaware Bankruptcy Court for Plan Approval'
The presentation of the possible future value the possibility of NOL's utilization, which could be of value to WMIH, allowed the court to entertain the exception to Bankruptcy Rule 1129(b) and eliminate the Absolute Priority Rule' ...
and' ... of course the elimination of the Absolute Priority Rule was part of the mediated result for a settlement' ... initially, the ratios were 70/30
Absolute Priority CAN NOT be simply settled away ... the Court needs to be shown that there may be a possibility of a recovery' before the Court will consider this very serious procedure'
Also, the removal of the Absolute Priority Rule allowed for an effect on all classes within the PayOut Matrix' ... it's removal has not and does not limit distributions moving within Attachment H' ... it is not limited to class 19 and class 22 only, at the very well known simultaneous 75 % / 25 % equal distribution ...
The reference to NOL's and the "we believe" were a - means to an end' -
AZ