Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
I went through the recent 8-K and it's Exhibit attachments. I noticed a change in WMIH's definition of an “Acquisition” from this 8-K Exhibit 3.1 (5.00% SERIES B CONVERTIBLE PREFERRED STOCK) from their previous 8-K Exhibit 3.1 (3.00% SERIES B CONVERTIBLE PREFERRED STOCK; filed 01/05/2015).
WMIH's old definition of “Acquisition”...
"(a) “Acquisition” means any acquisition by the Corporation or any of the Corporation’s direct or indirect wholly-owned subsidiaries, in a single transaction or a series of transactions, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all the equity interests in, or a business line, unit or division of, any Person."
https://www.sec.gov/Archives/edgar/data/933136/000119312515001790/d845621dex31.htm
WMIH's new definition of “Acquisition”...
"(a) “Acquisition” means any acquisition by the Corporation, a holding company of the Corporation or a holding company to be formed by the Corporation, or any of the Corporation’s direct or indirect wholly-owned subsidiaries, in a single transaction or a series of transactions, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or of 80% or more of the equity interests in, or a business line, unit or division of, any Person."
https://www.sec.gov/Archives/edgar/data/933136/000119312517365615/d504414dex31.htm
(New verbiage in red)
It's a dose of reality for some who believe WMIH has just been waiting all these years until the time comes when they can finally acquire "safe harbor" assets.
Pg. 1
(a) “Acquisition” means any acquisition by the Corporation or any of the Corporation’s direct or indirect wholly-owned subsidiaries, in a single transaction or a series of transactions, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all the equity interests in, or a business line, unit or division of, any Person.
Pg. 4
(xx) “Qualified Acquisition” means an Acquisition that, taken together with prior Acquisitions (if any), collectively utilize aggregate net proceeds of the Offering in the amount of $450.0 million.
https://www.sec.gov/Archives/edgar/data/933136/000119312515001790/d845621dex31.htm
Speaking of the 2.5%...this is from the 2017 Annual Meeting of Stockholders June 1 (Q & A).
62:31
Frank [omitted]
[Q:] Frank [omitted]. This last question i have for you doesn’t involve the Escrows cause we’re all pretty much Escrow holders, probably, but it does involve the Liquidating Trust. It’s my understanding that i think that we have 2.5% of whatever comes back from the Liquidating Trust, if anything, to WMIH? Is that correct?
[A:] There is the Litigation Proceeds Escrow that the holding company, WMIH Corp, is entitled to receive a portion of that. But, based on my knowledge, there’s no additional entitlement to any proceeds from the Liquidating Trust on the part of WMIH.
[Q:] Let’s say there is? We don’t know for sure how this is going to play out? And, i think it can go as long as 10 years? Which would be September of 2018?
[A:] As we’ve disclosed in our Qs and Ks the arrangements that the Trust entered into in connection with various litigations or…i think there was a settlement with the Ds…the Directors, Officers,…or former Directors and Officers of Washington Mutual. Those litigation proceeds have already been received by WMIH or it’s…the portion it’s entitled. As i’m aware, the Trust has in it’s public filings, it has disclosed that there are not, to it’s knowledge, any additional claims that would result in additional distribution to WMIH…under the terms of the Plan of Reorganization (POR) that was approved by bankruptcy court.
http://event.on24.com/wcc/r/1426640-1/1BE0A3E16CE58C478FA6BA25551CF809
What's even more hilarious are those who sincerely thank him for his DD. :rolleyes:
From the 2017 Annual Meeting of Stockholders June 1 Q & A
36:00
Frank [omitted]
[Q:] Last year when i was here you said you couldn’t tell us who the deal that fell through was with. Now, can you tell us this year? That’s question number one.
[A: Bill Gallagher] And, I know a lot of time has passed since then Frank but our policy is to not discuss transactions that we’ve worked on; we’ve signed confees. (sp)( –Bill spoke it as an abbreviation for confidentiality agreements) We’re looking at different companies all the time, so, we do not think that it’s in the Company’s interest to be talking about what we’ve looked at, what we didn’t do, because that can weigh in on things that we look at in the future. Broadly, it was a large commercial finance business. I’m comfortable telling you that.
[Q:] Last year i mentioned why you couldn’t handle trying to put together 3 deals at the same time in case one fell through. And, you said you couldn’t manage that. Now, as a good sales person why don’t you change your attitude and put yourself out there…’what are we about?’, ‘what do we have to offer?’. Just like an Initial Public Offering, put yourself out there and let the people come to you and then you cherry-pick what you want out of it. I mean, i’m looking at KKR, an investment firm here that does hundreds of deals. And, we can’t put together a deal? In, what? Two, three years?
[A: Bill Gallagher] In terms of size we certainly have considered smaller transactions over the past year. And, have taken the view that if we can find a good business that has a value of 200 to 250 million, that could be acceptable…assuming that it has a strong enough management team that they can grow the business, either organically or through acquisitions. A smaller deal is not going to add enough value to the Company so, we have not focused on transactions below that. The smaller ones we’ve looked at didn’t have a strong enough management team or the overall earnings were low enough, relative to the price and price talk of the business that it was not compelling for us. But, we certainly are open to smaller transactions if it’s a roll-up strategy. There is execution risk around that but with the right opportunity we would certainly be open to that.
In terms of KKR, as people have seen, they have executed transactions over the past year. They have a number of funds that they’re investing for. Some of these businesses they’re buying, they fit the funds. They may not fit us. The way they have managed this investment is they have a fiduciary duty to the funds. The funds do get the first opportunity to make an investment. But, a couple of the things they’ve done recently, in terms of USI, I think it would have been much larger than anything we could’ve afforded. It was multiple billions of dollars.
And, in Focus Financial, they had a partner that i think may have brought them in to the transaction. So, it was not an opportunity for us. So, obviously we’re always a little frustrated when we see that team executing fields. But, realistically, they were not a fit for us.
And, they continue to put a lot of time and effort into WMIH. They are looking for opportunities. We’ve been engaged in earnest in a number of different things over the past year. And, they do a considerable amount of work and they’re experts at it. Their analysis is first rate and without that work we wouldn’t have this keen of view into the opportunities and we also wouldn’t be able to see a lot of these opportunities. So, they are doing what we need to do. We just need to find the right business where we can like the price and agree on it.
[A: Second Person] I would just add a couple of things to Bill’s comments. One is it addresses one point you made about looking at multiple things. We’re regularly looking at more than one opportunity at the same time. So, we’re not doing this just serially. Now, obviously in situations you get a certain amount of traction and you become more deeply involved and it takes more resources and effort. In other situations you’re on a more preliminary basis but we are looking at multiple deals, simultaneously.
Secondly, and i think it addresses a question that was asked earlier. We’ve communicated our investment parameters to pretty much all of the major investment banks here in town. And, we regularly meet with them to talk through those parameters and get idea generation from those banks. And, they have been very forthcoming in approaching us with a list of opportunities that they think might be available or becoming available. And, then we go through a process of examining the parameters of those different opportunities;…the potential pricing, the industry, the stability, the earnings, the management team, and so forth to try to filter through to find which ones would make sense for us to spend time on.
We also look at things that are more than just the financial service industries. So, it’s a process where we are generating leads of beyond the KKR deal flow team. And, looking at those in partnership with KKR as well to try and find things that fit the parameters. We’ve not limited ourselves to any one channel for those opportunities.
[Q:] Ok, well i do agree with the…try to make an acquisition that fits our needs… and…a much larger acquisition than a smaller one at least, initially. I think it would be…would enhance the stock price going into another acquisition later on. I’m glad you brought up that you’re trying to get more leads generated because we need to think out of the box, here. Currently, the way we’ve been going…floundering around for the last couple of years just isn’t doing it. We need more input. Put yourself out there. Let people know what you have to offer, just like an IPO. Let them come to you. Generate more stream of people asking or calling you on the phone to find out what you’re about.
[A: Bill Gallagher] And, maybe, i know we’ve spent a lot of time on the issue but, Tagar,…if you’re on the line you may want to just add a couple of points on this since it is directly related to the work KKR does, here.
[A: Tagar Olson] Yeah, i would be happy to, Bill. First of all i want everyone to understand that KKR remains very committed to supporting WMIH and implementing it’s acquisition strategy. We invested, as you all know, more than 200 million dollars in this company. We’ve committed very significant resources on our side and partnering with Bill and Tom and the management team and the Board…to indentify and assist in the pursuit of an accretive acquisitions. And, fundamentally our view of WMIH as a valuable acquisition platform hasn’t changed since the time we made our initial investment.
So, our team at KKR has spent and will continue to spend meaningful time and effort in helping WMIH and it’s management team to find an attractive acquisition that can build value for all stakeholders. We…to answer the question around…obviously, we are investors who make acquisitions all the time. And, i know the Board is focused on finding the right acquisition for WMIH. I think the observation that ‘we need to find the right acquisition for this platform’ is the right, the correct observation. And, the reality is to fit that profile, obviously, we need to have the appropriate business that we all believe can create value over the long term, at the appropriate value, with the appropriate financial synergies; including tax attributes in a business that will ultimately be public. And, if you look at as an example many of the transactions that are done in the private equity industry, including transactions that KKR has done, generally speaking they’re businesses where they remain private and generally speaking, sellers who in many cases prefer to remain private…where there’s an element of leverage that’s employed that is probably higher than it is in a typical public company…and, where fundamentally the tax attributes are probably not a fit for the WMIH entity. Meaning, when you compound tax attributes that come with a lot of businesses with interest expense in a leverage buyout scenario you end up in many of those circumstances with businesses which just aren’t fundamentally paying many taxes in general.
So, I do think the specific nature of our collective acquisition vehicle with WMIH requires that we’re focused on the right types of businesses and I can assure you that we are getting out there, we are talking to everybody that we can…both sellers as well as intermediaries and others to find the right acquisition platform. And, we continue to be focused on doing that.
Refresh my memory, what was the theory that was supposed to make last year's Christmas wonderful? And, the year before last year? And, so forth?
And, that "the Final Payment" is how much again? 900 billion? LOL.
Maybe this Hearing has to do with the WMILT asking for an another extension?
How can you say with certainty that you are "not wrong" when you have not nor can not show proof of such an assertion?
And, don't tell me to "google A&M (Alvarez & Marsal)". A google search will NOT return any such proof of A&M either servicing or managing any WaMu/WMI ABS Certs, cash, and/or Assets.
Simply put, you have accepted the opinions of a few others (on this matter) as stated fact(s) and are presenting those opinions as fact(s), yourself.
EXHIBIT “Z”
LOANS SERVICED BY JPMORGAN
https://www.sec.gov/Archives/edgar/data/933136/000090951810000371/settlement_agr.htm
As hotmeat stated...
WMIH began trading on March 28, 2012. It opened at $.63, high of that day was $1.10, and it closed that day at $1.00.
On May 31, 2012 WMIH opened at $.40 which was also it's low of that day.
WMIH will be acquiring 99 Cents Only Stores. J/K
"After receiving a deficiency notice, a company has 180 calendar days to return to compliance. A company warned about its shares' minimum bid price must achieve a closing price of $1 or more for 10 consecutive trading days during this period."
Are you sure it wasn't this statement that you read?
Pg. 7
2.4 Transfers of Liquidating Trust Interests.
(a) General. Liquidating Trust Interests shall not be transferable or assignable except by will, intestate succession or operation of law.
https://www.sec.gov/Archives/edgar/data/933136/000090951812000099/mm03-1212_8ke101.htm
And, according to AZCowboy people also "waist" time. :)
So, In My Opinion ? ... attempting to have a discussion ? ... is sort of a waist of everyone's time' .
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=136304146
AZ is not just "wrong" because he missed the 'Stay Order'. 'Stay Order' or no 'Stay Order'...and...regardless of the 'drop dead date', AZ had stated - as FACT - that there's documentation of a "the Settlement" between the FDIC and WMI, where the FDIC has agreed to make a payment for "WMI's illegally seized property = WMB = ... in the amount of $23,733,000,000.00" to the Estate.
Have you seen such documentation? Has anyone seen such documentation other than - supposedly - AZ?
I just figured that perhaps Dmdmd2020, or anyone else, could also ask AZ for his thoughts or an update on the "the Settlement" and get some clarity as to when it may happen. Soon? Maybe, this time when asked, he might even provide a link to such documentation? ;)
Perhaps you could ask AZCowboy to give his thoughts or an update on the "$24 billion payment from the FDIC, "the Settlement"" which was to happen "before the 'drop dead date' of March 16,2017"?
A renegotiated Series B deal may be dependent on the Company initiating a R/S.
WMIH currently has only 3.5 billion shares of common stock authorized for issuance.
Are you saying that sometime between now and before the exchange of "3.5 billion shares for all those assets" that the Company will authorize an additional 200 million more shares for issuance?
(Actually, they would have to authorize an additional 206,714,132 million more shares, to be precise, since this is the current number of Outstanding Shares.)
(And, on top of authorizing additional 206,714,132 million more shares they might have to authorize an additional 61.4 million more shares because of KKR's warrants.)
(Did i miss anything else?)
Pg. 13
http://www.wmitrust.com/wmitrust/document/8817600170728000000000001
"Note 9: Investment in Subsidiaries Since the Effective Date, the Trust had five (5) dormant subsidiaries without any active business operations. The subsidiaries adopted a plan of liquidation in October 2012. The assets held by these subsidiaries were comprised solely of cash and cash equivalents. On June 23, 2017, four of the subsidiaries were merged with and into the last remaining subsidiary, WaMu 1031 Exchange. Prior to such mergers, such subsidiaries distributed their remaining cash to the Trust. The Trust received $444,333 on June 27, 2017. The last subsidiary, which no longer has any assets, is expected to be dissolved by December 31, 2017."
So, WMIH will then have 4 business days to file an 8-K with the SEC or to issue a press release to announce the notice.
Then, WMIH will have 180 calendar days to return to compliance.
Because, it's 30 consecutive business (trading) days of closing below a $1.00 before a notice is sent to the Company. The first day WMIH closed below $1.00 was on Oct 03, 2017 ($.95). Today will mark the 30th consecutive business day if WMIH closes below a $1.00
Most recent 10-Q
Pg. 17
On March 19, 2012, WMIH emerged from bankruptcy. Prior to emergence, WMI abandoned the stock of WMB, thereby generating a worthless stock deduction of approximately $8.37 billion which gave rise to a NOL for the year ended December 31, 2012.
https://www.sec.gov/Archives/edgar/data/933136/000156459017023336/wmih-10q_20170930.htm
If you do a google search for "All significant intercompany transactions and balances have been eliminated in preparing the condensed consolidated financial statements" you'll see that this statement is not just unique to WMIH's filings.
https://www.google.com/search?ei=ACAFWtevA8TNjwTx5Zj4Aw&q=All+significant+intercompany+transactions+and+balances+have+been+eliminated+in+preparing+the+condensed+consolidated+financial+statements&oq=All+significant+intercompany+transactions+and+balances+have+been+eliminated+in+preparing+the+condensed+consolidated+financial+statements&gs_l=psy-ab.12...0.0.0.313768.0.0.0.0.0.0.0.0..0.0....0...1..64.psy-ab..0.0.0....0.BNJ8f97Sef0
Perhaps i should have clarified that i bolded the part from LG's quote in my post in order to easily find it.
Like you said, "Seriously stupid is as stupid does." LOL. This describes a large portion of the posters on this board 'to a tee'.
Scroll down to the bolded part.
• I look for WMIH to complete original QA plan between 9/6/2017 and Halloween 2017
Yes, LG really did say this.
Mark This Post! LOL!
"...I believe what was originally planned for ? happened yesterday' ... and' has not yet been reported' to the public ... a "Shares For Value" event with the Original Releasing Owners' ..."
A refresher...
WMI Liquidating Trust Issues Statement On Escrow CUSIPS
Mar 16, 2017, 17:30 ET
https://www.prnewswire.com/news-releases/wmi-liquidating-trust-issues-statement-on-escrow-cusips-300425225.html
SEATTLE, March 16, 2017 /PRNewswire/ -- WMI Liquidating Trust (the "Trust"), formed pursuant to the confirmed Seventh Amended Joint Plan of Affiliated Debtors under Chapter 11 of the United States Bankruptcy Code (as modified, the "Plan") of Washington Mutual, Inc. ("WMI"), today issued a statement regarding certain Escrow CUSIPs issued to eligible former shareholders of WMI. Eligible former shareholders are those who timely submitted relevant documentation, including the release required under Section 41.6 of the Plan.
The Trust has received inquiries regarding the status of "Escrow CUSIPs" issued on the Effective Date in accordance with the Plan. As has been stated in the past, such Escrow CUSIPs were issued solely to facilitate potential future distributions, if any, to eligible former shareholders of WMI if Claims involving Disputed Equity Interests are disallowed.
By way of background, as of the Effective Date of the Plan, the Depository Trust Company ("DTC") established and maintains positions in the aforementioned Escrow CUSIPs. These Escrow CUSIPs represent nominees' positions that would be used to make future distributions, if any, of common stock issued by WMIH Corp. (formerly known as WMI Holdings Corp. ("WMIHC")). Pursuant to the Plan, such shares of WMIHC's common stock were deposited in the Disputed Equity Escrow established in accordance with the Plan and are to be maintained in the Disputed Equity Escrow until such time as Claims involving Disputed Equity Interests are either allowed or disallowed.
Upon resolution of those Claims, the related portion of the shares maintained in the Disputed Equity Escrow will be distributed to claimants holding the newly allowed claim or, if the claim is disallowed, the related portion of the shares will be redistributed to beneficiaries of the Trust in accordance with the distribution mechanics set forth in the Plan. In the event any future distributions of WMIHC common stock are made from the Disputed Equity Reserve, DTC will be instructed to allocate such common stock to each of the Escrow CUSIPs on a pro rata basis.
In June 2015, several Claims were disallowed and 1.4 million shares were subsequently distributed to holders of Escrow CUSIPs on a pro rata basis; however, a holder received such a distribution solely to the extent such holder's ownership position resulted in a distribution of at least one share. Since that date, no additional disallowances with respect to those relevant Claims have occurred. On that basis, former positions represented by the Escrow CUSIPs are not currently entitled to receive any distributions under the terms of the Plan.
As stated above, the Escrow CUSIPS were established solely to facilitate potential distributions, if any, of shares of WMIHC common stock. The only source of common stock available for any such a distribution would be from the 1.5 million of shares remaining on deposit in the Disputed Equity Escrow. Specifically, the Escrow CUSIPS do not, in and of themselves, represent an entitlement to any possible future cash distributions from the Trust, WMIHC or the Federal Deposit Insurance Corporation (either in its corporate capacity or as the receiver for Washington Mutual Bank), as the case may be.
In accordance with the Plan, the Trust will issue Liquidating Trust Interests to WMI's former shareholders if, and only if, the Trust is able to monetize Liquidating Trust Assets in amounts sufficient to pay-in-full claims held by beneficiaries of the Trust who are senior to members of Classes 19 and 22, and then, only if a shareholder had satisfied timely all conditions applicable to receiving any such Liquidating Trust Interests. There can be no assurances that the Trust will be able to monetize assets in a manner sufficient to give effect to the foregoing.
The last announcement made from the WMI Liquidating Trust was on 7/28/2017 in which they stated :
"NO DISTRIBUTIONS WILL BE MADE TO HOLDERS OF LTIs ON AUGUST 1, 2017. UPDATED LIQUIDATING TRUST INTEREST STATEMENTS FOR MEMBERS OF EACH OF CLASSES 2 (“SENIOR FLOATING RATE NOTES”), 12 (“GENERAL UNSECURED CLAIMS”), AND 16 (“PIERS CLAIMS”) WILL BE MAILED BEGINNING AUGUST 7, 2017."
http://www.wmitrust.com/WMITrust
It's come upon that time again where the WMI Liquidating Trust should make an announcement this Friday (10/27/2017) as to whether there will be a distribution or not.
How did your $24 billion payment from the FDIC, "the Settlement", before the 'drop dead date' of March 16,2017 'pay off'?
Do you value CBA09's opinion?
cura asada
I was looking for specific wording as proof to your claim that "In 2015 JPMC returned 220 billion $$$ to FDIC".
Pointing to the WMB Receivership Balance Sheet Summary; specifically to the FDIC Subrogated Claim of $151,150,664 is not such proof.
Where does it state (on page 13, or anywhere within this document) that this 220 billion went to the FDIC?
There's no agenda. There are just some who know that he's wrong; something AZ will simply not acknowledge.
Green, do you happen to know if there was any "more material developments" in the recently filed 8-K? Any "LARGE STYLE news"?
It wasn't a PR but a memo to the Board of Directors of Washington Mutual Bank from Peter Freilinger, Senior VP.
Pg. 45/50
"We propose to decapitalize WMBfsb by returning $20 billion of capital to its parent. The $20 billion will include the master note of approximately $7 billion, proceeds from $3.5 billion of Discount Notes and cash generated through additional wholesale deposits and advances from FHLB Seattle. We propose the payment of at least $10 billion by September 30, 2008 and the remaining $10 billion through December 2009." "The net balance sheet of WMBfsb will be approximately $34 billion to $36 billion after Project Fillmore. The leverage ratio will decrease to 25% from 62%. A well-capitalized institution requires an 8% or higher leverage ratio."
https://www.scribd.com/document/66282873/Washington-Mutual-WMI-Project-Fillmore-Decapitalization-of-WMB-fsb#
JPMorgan ends WaMu disputes with FDIC, to receive $645 million
(Reuters) - JPMorgan Chase & Co (JPM.N) on Friday said it will receive $645 million in a settlement of litigation with the Federal Deposit Insurance Corp and Deutsche Bank AG (DBKGn.DE) arising from its purchase of Washington Mutual Inc’s banking operations during the financial crisis in 2008.
According to a regulatory filing, JPMorgan will collect the cash payment from the estate of Washington Mutual Bank, for which the FDIC acts as receiver.
In exchange, JP Morgan, the largest U.S. bank by assets said it will drop its more than $1 billion in claims related to the Washington Mutual (WaMu) purchase.
JPMorgan also said Deutsche Bank, the trustee overseeing 99 trusts holding residential mortgage securities backed by soured WaMu home loans, will have a claim against the estate.
JPMorgan had filed lawsuits seeking to force the FDIC to indemnify it on claims relating to the WaMu purchase, in which it also assumed some of the thrift’s liabilities.
Deutsche Bank had filed a $10 billion lawsuit against the FDIC and JPMorgan over losses stemming from alleged defects in WaMu’s mortgage underwriting.
JPMorgan said the settlement requires court approval, and would end four WaMu-related lawsuits involving the bank and the FDIC, and pending in the federal court in Washington, D.C.
The bank and the FDIC have long fought over who is liable to investors for claims arising from Seattle-based WaMu’s collapse.
WaMu had been nation’s largest savings and loan before the FDIC seized it on Sept. 25, 2008 and sold its banking operations to New York-based JPMorgan for about $1.9 billion. The parent holding company of WaMu filed for bankruptcy protection.
http://www.reuters.com/article/us-jpmorgan-settlement-washing-mut-bk/jpmorgan-ends-wamu-disputes-with-fdic-to-receive-645-million-idUSKCN10U28M