"Now I am become death . . ."
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Brownie points for brown nosers doing some awesome brown-nosing.
I've never understood why the EC's counsel labeled the mediator as "very creative" for his role in producing this settlement. This deal could have been put together at the office break room by the water-cooler in 10 mins. The EC basically folded (75 mill for IT, 95% NEWCO to equity, etc...). So what's so creative about this? What am I missing here? Any thoughts?
I think that the proper legal term is brown-nosing.
It was simply giving props to some poppinjay to stroke his ego as well as her majesty's ego, in order to tell judge judy how brilliant she was to have come up with such a novel and creative suggestion, and to judge ray-ray for being a great facilitator.
And, oh yeah, to thank her for covering up all the Insider Trading that our "representatives/counsel" could have nailed the Insider Trading Hedge Funds for.
I hope that this answers your question.
News from the FDIC!
A special thanks to vetteman1942 from the yewhoo board for the great find on philly.com:
Website established by FDIC for Meritor shareholdershere
The FDIC has established a website for Meritor Savings (MSVP) shareholders updating the latest information for the distribution to current shareholders:
Notice to Current Shareholders of Meritor Savings Bank
And special thanks to Messrs. Slattery and Buchanan for fighting the good fight and never having backed down against the goons no matter how big they are, and no matter that these goons almost always win because they are the government. Because the gov't writes the rules, they call the shots.
And another special thanks to the Hon. Loren A. Smith for having the courage and the chutzpah to tell the gov't that wrong is wrong, no matter how much of a bully you try to be, and no matter how long you try to beat the little guy into submission.
The dollar figure cited is NOT related to MSVP.
Mesa was writing about an unrelated security that has nothing to do with the Meritor case, and while I own some shares in that "other" security, THIS is NOT the appropriate forum to be discussing THAT stock.
WRT MSVP, it is my understanding that the FDIC will begin disbursing funds to either the DTC (for those holding shares in "street name"), who will then forward the proceeds to your broker(s), and/or directly to shareholders who own their shares in the own name, and who "tender" their shares. Don't know what the procedure will be for individual holders. Sorry. I'm assuming that they'll be sending the information to your last known address (if you holder your shares in your own name). You do NOT need to worry about this issue if your shares are held in street name at your brokerage(s).
My understanding is that the dollar figure is approximately $236 million dollars (with approx. an additional $7.6 million to be held in escrow pending resolution of the Roth matter, as an Intervenor in the Slattery v. U.S. case), for a total of $244 million to be paid out by the FDIC to shareholders, after having taken out legal fees and expenses.
I hope that this answers your questions.
If not, please let me know and I'll do my best to answer what I "believe" to be the answer(s).
Please note that this is JMHO.
Ps: to Mesa, while I appreciate your enthusiasm for some other securities, this is not the proper place to tout those shares. Please be respectful to Meritor shareholders who are looking for information regarding Meritor, and not some other great jackpot play.
TIA
Welcome, ClipDapper!
Glad to have you join us on the HRT Petroleo Board.
Hope that more people begin to post, and that we can help each other with DD on HRTPY.
Dear Dime Ltw Friends,
I just wanted to let y'all know that while I was incredibly disappointed in the Opinion put out by Judge Walrath this past Tuesday (and it was a severe punt to the gut), I still believe in the merits of the case, and I believe that justice WILL ultimtately prevail.
Given some recent events that might be going on behind the scenes, and given that I cannot and will not be able to discuss matters that happen behind closed doors, I am going to actively quit posting on the DIMEQ Message Board (or any other board, relating to matters about DIMEQ and/or that may affect the outcome of the case).
Some of you are probably aware that I am an attorney (although certainly not one that deals with massively complex bankruptcies and/or contractual disputes). But given the need for privacy and discreetness for the foreseeable future, I am taking the steps to voluntarily quit posting re: DIMEQ, out of respect for others with whom I may be working with.
Please note: this does mean that I am going away; to the contrary, I will continue to actively monitor the DIMEQ Message Board, and will continue to enjoy reading every post every day. But due to things that might be going on behind the scenes, I am going to quit actively posting on this (or any other board discussing: DIMEQ), out of respect for those with whom I might be discussing restricted or confidential matters.
I hope that everybody understands my "disappearance" from DIMEQ for a while.
Regards,
d.
Yes, I'm still in HRTPY and really like this play. Unfortunately, I liked it (and bought in it), at higher prices.
Now, the good news is that I was planning to add more (or, attempt to catch the falling knife, as some might say), at prices in the $2.90's, but held off doing so. The only thing that I could attribute the drop in price to was end of year tax-related selling. It turns out that BlackRock has been lightening their 5%+ position to under 5% (word is around 4.75%).
Now, with the deal that HRT struck with TNK-Brasil late last year calls for TNK paying $1 Billion Dollars over the next 2 years, for a 45% interest in the Salimoes Fields (with a call ption for TNK to purchase and additional 10% interest in the fields, and HRT having a corresponding put option to sell the same 10% interest to TNK if TNK did not exercise the 10% call).
See following link:
TNK-BP Billion Dollar Investment in the Salimoes Fields
This billion dollars is coming close to being the current TOTAL market cap of the ENTIRE company.
If Southeastern Asset Management (Longleaf Partners Funds) has not been selling it's position, and I have no information to indicate that it has been dumping it shares, this is getting to be a super compelling purchase.
Will it continue to drop?
Quite possible.
Does BlackRock know something that we don't?
Again, very possible.
But with TNK investing a billion dollars, buying up a 45% interest in just the Salimoes, we're getting the other 55% of the fields, along with whatever other interests the company may have, how much lower can this go?
So, long story short, I agree with you in that I still think that this is a compelling deep value play, but as you point out, this one may require a bit of patience. But at thus price, I'd be a buyer, and not a seller on this one.
Hope that helps.
Hey REALtime,
If you've got Dime Ltw's to sell at $0.05/Ltw,
I WILL TAKE EVERY SINGLE ONE THAT YOU HAVE, UP TO 1,000,000 OF THEM.
Please let me know how we can structure this deal, as I would like to take these of your hands as quickly as possible.
As an aside, if you don't own any (which is kinda what I suspect), but can still manage to borrow these from your brokerage to SHORT them to me, that'll work just fine as well.
So long as the Ltw's get to my account, I can get Certified Funds to you. I would imagine that an Escrow Company would be able to complete the transaction (since I don't know if you could deliver a MILLION Ltw's, and you certainly have NO idea if I could even make good on my $50,000 bet). An Escrow Account would solve both of these problems in that my money and your Ltw's would switch sides at the same time.
Plmk if you are interested and we can go from there.
You seem pretty bold in your negativity on the Ltw's, and I just wanna help you make some REAL money, $50,000 worth. Not BS money. But I'll also need REAL Ltw's from you. I hope that you understand.
Look forward to doing business with you.
[I'm limited to a post a day for a couple of weeks on the Dime Board, but you can post to me on either the WAMUQ board or the WAMPQ board. Either/both will work just fine so that we can hammer out the details].
Regards.
"bottomline this judge did not have the ballz to do the right thing. imo"
You couldn't have said it better, tom.
She is a SPINELESS, GUTLESS excuse for a "judge."
She can't even be bothered with reading the terms of BOTH Warrant Agreements, nor can she understand the concept of "other forms of currency besides [WMI] stock, e.g., other property, including CASH)."
"Amendments may be made WITHOUT [the need for] the consent of the Ltw Holders in order to ensure that their rights are protected and to make any changes thatt are necessary to keep with the intent and principles of [both] agreements." [paraphrased as I don't have the exact language in front of me, but the general point will suffice, as I need to leave the office and pick up an Rx for one of the kiddo's on the way home].
Apparently, the path of least resisitance (from mary's perspective, and brian's as well), was to get rid of the Dimeq mess, then she/he would only have one mess left to deal with, in the form of TPS.
I suspect that she's in for a surprise from Steinberg. I can't imagine that she thought Art would take this one lying down (or bending over).
She certainly bent us over today, but I have a hunch that this isn't over. It's pretty far from over.
JMHO, but I've been proven VERY wrong, especially in the last 12 hours.
See y'all this evening.
Con game sums it up about right.
I will be the first to say that I WAS FLAT OUT WRONG IN MY ANALYSIS.
Never in a million years did I think that this so-called judge would sell us out as a matter of expediency, if only so that she could get her "precious GSA" shoved through. A GSA, by the way, that wasn't quite so "global," given Steinberg being shut out of the Insider Trading Settlement negotiations, and shut out from the first round of mediation, where it appears that all unfinished business was completed, and Art was asked to show up for Round 2, as a formality, in order so that everybody could say that the Dime Ltw's WERE, in fact, involved (part of the process).
Well, I got PANTSED on this one.
I got the DONKEY-PUNCH on this one.
I got the whole ENCHILADA on this one.
And having read her opinion, she went to great lengths to see to it that the Dimes would get shut out, contorting facts, "forgetting" key documentary provisions of the Agreement, ignoring the breach, the separation of the assets from the Ltws, ignoring the saving clause/provisions in both warrant agreements, saying that common stock was NOT the only currency, and that any payments could be made in other property, including CASH.
Well, so much for the justice system. At least in Delaware Bankruptcy Court. Or let me rephrase that: at least in this old hag's court.
So, I ADMIT that I got eff'd in the A on this one.
Everybody else, including wall_st_61 got this one RIGHT and I couldn't have been more WRONG if I tried.
But then again, I "misunderestimated" this woman. I never thought that she would trade in her honor, her ethics, and her vow to uphold the Constitution of the United States, solely for the sake of pushing a 3 year old BK that had spun out of control of her own doing, because she is a SPINELESS QUISLING who sold the dimes for a few pieces of JPMC silver.
There's something about mary. And it kinda smells like FISH.
Rotten, stinky FISH. Perhaps a CARP.
Congrats, mary! You did what I thought was the impossible. You SOLD YOURSELF OUT like a common whore, just to get rid of Steinberg and the last few roadblocks/speed-bumps to getting this CARP out of your court.
I got it wrong and lost pretty big, but it won't be the end of the world for me - it'll just be a good lesson never to trust the judicial system when it comes to "Delaware Justice."
[EDIT]: I'm limited to 1 post a day on the Dime Board for a couple of weeks, so I may post later on the WAMUQ board.
But I wanted to admit that I got SCREW, BLUED, and TATTOOED on this one.
Adios.
Gotcha, sorry for the misunderstanding.
I was under the impression that U's were the only way to go, and that the P's were going to get screwed.
Yeah, 17.50 is a GREAT price for the P's. But at current market price of $0.05 or $0.06 per U share right now, I would think that at the present moment, yo would be the time to be adding to your U stash, maybe even taking your 800,000 shares up to a nice even million, to match MW, rather than thinking of dumping them, and keeping your P's up to a year or so.
But I may have understood your (various) positions re: the P's, the U's, and using MW as the basis for your investment position(s).
Again, my apologies for the misunderstanding.
Voodoo, a serious (and sincere) question for ya:
I know that you were VERY anti-preferred's a while ago, and all of a sudden, you've jumped on the P-Train, maybe even favoring them over the previously very beloved U's.
What was the reason for this shift?
As far as I know, MW still owns ONLY U's, and hasn't bought any Preferred's. I think that he would have needed permission from JMW, as well as a pretty prompt SEC disclosure indicating he took (or dropped), a position in any of the WaMu classes of securities.
So, why the change in position (going from STAUNCHLY pro-common (WAMUQ, and changing your VERY anti-preferred WAMPQ), especially since MW (whom you used as your Beacon for following him off the cliff, going ALL-IN on the U's), doesn't seemed to have bought preferreds of any flavor?
Just wondering. This is a very real, very serious question.
I hope that you do not take offense to it, as this is not my intent.
Full Disclosure: Very Long the DIMEQ and the WAMPQ, while holding voting positions in the WAMKQ and the WAHUQ, but alas, no WAMUQ.
Because of my positions (long P, long Dime Ltw's, essentially but not actually, SHORT the common, since I've never touched the U's), I would appreciate any information you could give to me in the re-positioning of your WaMu shares, from ALL U's, to U's AND P's, and with a view to dumping ALL of your U's (under the right circumstances), and keeping ALL the P's for the LT, a year or longer).
Again, any information to help me (and others in any/all WaMu securities), would be greatly appreciated.
Thanks in advance.
Hey Bluzie, thanks for the kind words (and I hope that you are having a Happy New Year's Eve). And hopefully, you are doing something more fun than reading Dimeq Ihub posts.
Ok, again, FWIW, although anything is certainly a "possibility" (e.g., a meteor heading in the direction of Wilmington, Delaware on a Leap Year (and in particular, the Leap Date of said Leap Year), striking a certain courthouse in question, right in the middle of a court hearing on a proposed POR in a particular bankruptcy case that's near and dear to many), a "possibility" does not automatically equate to a "probability."
Thus, while Class 18 is certainly a "possibility," would most here take the position that Class 18 is a "probability" (i.e., better than 50% chance), in light of JMW's very recent Tranquility Opinion (on the issue of §510(b) Subordination)?
If I were a betting man (and I sorta am), and I thought that §510(b) Subordination were not just a possibility, but a probability, and furthermore, if I had the ability to SHORT the Dime Ltw's, I would've been SHORTING the hell out of DIMEQ, all the way down to zero (assuming I had an awful lot of margin and the balls of a brass monkey).
Given that I put a Class 18 possibility at substantially less than 50% (certainly greater than 0, perhaps maybe even 50 basis points, maybe, but x = to or > 50% chance?) . . . and given that I have neither the MM connections to short DIMEQ, nor the margin availability to drive this down at all, and given that JMW couldn't care less what I think is the right/correct call re: Class 18, or any other Class for that matter . . . what I think is completely irrelevent.
But given that JMW already telegraphed to all the relevant parties what her views are on §510(b), (at least as of December 20, 2011, and at least with regard to this Debtor), Tranquility sheds at least a little light as to the likelihood of finding the the Dime Ltw's fall under Class 18, when the Ltw's were NEVER, EVER issued BY the Debtor or its affiliates, when this issue of security was distributed as a dividend/distribution to certain Dime Bank shareholders in December 2000, before the Debtor even had an inkling that it would be buying the Dime Bank. Tranquility v. Washington Mutual Inc.,et al. at p. 17 (finding that WMI "cannot overcome the fact [it] was not a party to those agreements.")
Carry Tranquility to its logical conclusion, DIMEQ was distributed to certain Dime shareholders, pre WMI ever entering the picture, by way of the Original Warrant Agreement, dated December 2000), that the Debtor was most assuredly NEVER a party to.
Were the Ltw's attempting to shift some of their risk to WMI's "other creditors," a risk that the latter group did not agree to accept? Id. at p. 19. To the contrary, certain Creditors of WMI separated the Anchor Savings Goodwill Litigation, separated the Assets of the lawsuit from the corresponding liabilities (of the Ltw's), and used the Assets to benefit ALL of WMI's Unsecured Creditors by virtue of the GSA that was funded in part by Anchor assets free of any liens/encumbrances by way of the §363 sale that JPMC insisted/demanded that effectively "cleansed away" away the Ltw's.
This could almost be an "Inverse §510(b)(F)(U) anti-subordination" where the equities (not the Equity Classes) would call for super-vaulting the Ltw's to the front of the line. If only the SEC could have anticipated a major screwing of this type, wherein a dividend/distribution of a potential lawsuit award was diverted to benefit creditors of a Debtor that had NO role in selling/creating/distributing (other than to steal from the Ltw's in order to satisfy other creditors that NEVER used the Ltw's Assets as a basis to take on the Creditor Risk that they originally undertook).
And as if this weren't enough, the Dime Letter to recipients of the Ltw's specifically described the Ltw's as having risks and characteristics that very different from people owning Dime common shares.
Suffice it to say, Class 18 does not seem very likely (at least in MVHO), and unless JMW forgot her very recent ruling in Tranquility, and how she even went into detail as to why §510(b) could not apply to Tranquility securities, and how she cited "equitable concerns" equitable weigh[ed] against subordinating Tranquility’s claim. Tranquility did not purchase a security of the Debtors and did not assume the risk (and potential rewards) that a shareholder of the Debtors assumed." Id. at p. 20.
This is purely MY personal opinion, but I don't think that it was purely coincidental that JMW released Tranquility on the date she released it, and with the very pointed language that I read as a "tell" to the parties that §510(b) will not be applicable here. Again, personal opinion. I'm not the judge, I just tap on the keyboard. My opinion may very well be worth what are paying for it as you read it, but the Opinion that everybody reading this awaits should be here soon enough.
Well, some might probably want it sooner, but give it about 72 hours and we can see how far off the mark I was.
Then, the next issue will be prediction(s) as to Class 12 versus Class 21.
If Wall St. 61 is correct as to Class 18, I'll be the first to congratulate him (as I buy the hell out of the Dime Ltw's as they crash in price post-opinion). I just don't think that I'll be getting that opportunity.
But as they say, "we shall see."
Enjoy the Holiday!
I know, it sounds like a cliché, people, but if you drink, please do not drive. Have a designated driver lined up, or take a cab to/from.
Enjoy New Year's Eve, have a blast, but I want all the longs to be here for the Opinion on this case that traces its genesis back to 1989 (FIRREA).
Everybody's locked and loaded . . . whoever wanted in is in . . . whoever didn't, isn't.
Y'all know my position on this, but mine's irrelevent . . . we'll see what the Lady in the Black Dress says come Tuesday.
Happy New Year to All!
"Thanks for stepping out on the DIMEQ thing, Voo.
The more I begin to understand about DIMEQ's claim the more I realize that, no matter what the moral or ethical reality is, their claim can only really be considered debt in that WMI may be responsible but isn't necessarily responsible for that payment, since their claims were jeopardized by WMI being forced into BK protection by the seizure . . . I'm no lawyer, obviously. (emphasis added)
"TPS is another thing completely, but old "debts" or claims against the estate such as DIMEQs' chould [sic] disappear as easily as the many assets that were sold quietly under the radar, unless of course someone on the debtor's side wanted to keep them around for another reason. (emphasis added)
I hope THJMW sees through all this hype and drops the gavel in favor of fair distribution for current debts and equity. (emphasis added) I don't own any DIMEQ. It's very old business at this point!"
As to your point (re: "fair distribution,") I chouldn't [sic] agree with you more. A "fair distribution" is all that the Dime Ltw's have been asking for since being dragged into this BK.
Forget that you're not a lawyer for just a moment, but . . .
If THIS debt is just "magically" wiped away because of Bankruptcy, as if through some special wizard powers, why is it that ALL THE OTHER DEBTS in this Fuster-Cluck (e.g., Tax Liens, Sr. Debt, Sr. Sub. Debt, CCB's, PIERS, hell, even the illegal WMB gifting payoffs), don't just get swept under the rug as well? I guess that those particular debts are the types that DON'T get "jeopardized" by WMI being forced into BK protection?
And why does Class 19 and Class 21 Equity land a spot at the table? Ignore for a moment the hush money being gifted to certain people/groups in order to buy some peace (and silence) regarding this little thing that the federal government tends to frown on, called "Insider Trading." Certain of the SNH lawyers so much as admitted in open court that "everybody was doing it." And I'm sure that there are many other hedge funds that will also slide, but at least M.W. Judas got his [high-paying] seat on the new board(s) post-BK, in exchange for his $200K "investment" in his 1 million shares of toilet paper. And the SNH's can live to steal blndly yet another day, in another court room, from a bunch of [soon to be] former owners of their company.
There must be something really, very special about Dime (i.e., Anchor), debt/liabilities that makes them so easily "zappable."
Well, that, plus it's only because the debtor side wants to keep all the other debts around for a "special reason." They don't really want to "jeopardize" all the other "good" debts.
Just a thought, but maybe that's why Class 12 Claims fall under the category of "General Unsecured Claims." And maybe that's exactly where the law intends that a debt of this type be placed - in Class 12.
And that's kinda sorta why JMW set aside (or "ring-fenced") $337 million dollars to compensate the Dime Ltw's for having had the Anchor ASSETS stolen, ripped-off, gifted away from them, and gifted to JPMC, separating the Anchor ASSETS from the corresponding Dime Ltw LIABILITIES (at the special behest of JPMC with their little request to cleanse away the Ltw LIABILITIES from the Anchor goodwill litigation ASSETS, by way of the now infamous §363 K-Mart BLUE-LIGHT SPECIAL type sale). And oh yeah, lest we forget, the SNH concocted this little deal, deliberately left the Dime Ltw's OUT of the negotiations, got to benefit THEIR OWN financial positions through a little bit of self-dealing, and never even bothered to ask Steinberg if he minded that his clients were getting RAPED, blindly getting eff'd in the A., and seeing if Art would just lay low on this one, be cool with it, do the SNH's a solid. Why bother, right? After all, it is much better to ask for forgiveness (if you get caught) than it is to ask for permission (in which case you get DENIED).
And maybe that's why JMW DENIED WMI's Motion for Summary Judgment to Zap Dime suit away; and maybe why she DENIED WMI's motion to dismiss the BOD as defendants in this case, to shield them from any liability for their complicity in this FRAUD/TRICKERY/DECEIT. And perhaps why she set aside TWICE the amount that WMI first tried to ring-fence for gifting away Anchor under the "F&R" GSA; and that might also be why she included ALL Ltw's (instead of just Broadbill, as WMI so cleverly tried to initially pay-off, but Broadbill told WMI to eff-off) . . . combined ALL Dime Ltw's as one class, and ordered that WMI pay Steinberg in the event that he prevails on his suit. WMI has already said Class 21 (versus their initial stance that Anchor was WMI's to do, as A&M and the SNH's wished, as there simply wasn't any money left for Equity). Well, that kinda changed a little on December 12th. I guess that WMI was wrong about this as well.
And as my parting shot, chew on the §510(b) Subordination (Class 18) issue for just a minute. Exactly what securities did the Dime Ltw Holders PURCHASE or BUY from the Debtor (i.e., WMI)?
You can't get to Class 18 if you answered "none." Judge Walrath ALREADY ruled in the Tranquility matter (just last week), that §510(b) subordination can ONLY apply to securities that were purchased FROM the Debtor (and not a 3rd party). The key distinction is that the Ltw's where NEVER, EVER purchased from WMI; they were distributed as a dividend to certain Dime Bank shareholders in December 2000, before WMI even thought of buying the Dime. §510(b) has always been somewhat of a Red Herring, courtesy of WG&M; "if you can't hang your hat on this one, your honor, why don't you at least swallow what's behind Curtain Number 3"? Our colleague, Mr. RosenRAT can show you his special swallowing technique.
Nice try, but she didn't fall for it in Tranquility, and the smart money is saying that she doesn't contradict herself in next Tuesday's Opinion.
We'll all find out in 96 short little hours, give or take.
Happy New Year to all!
Jared,
The ceiling on this is going to be $337 million dollars, and not a penny more (per JMW's Estimation Hearing opinion). This was the amount that was ring-fenced.
Now, there may be several parties that are liable for the damages caused to the Dime Ltw Holders (e.g., WMI, A&M, some/all of the BOD's, etc.).
But there are NO punitive damages (unfortunately); this is, once all is said and done, a contracts case, albeit a very complex contracts case involving an esoteric security with a universe of one other comparable security (which are almost identical to the Dime Ltw's, and which were settled in CASH.
That said, any defendants found to be liable will have Joint & Severable Liability. Steinberg can chose to go after ANY, SOME, ALL of the defendants that are found liable, and WMI WILL need to come up with some dough, be it spare change that was found in court today (thank you federal government for DEMANDING to get this money into WMI's hands ASAP), the Petty Cash account, D&O Insurance, other monies, and any combination thereof.
It was quite telling that JMW included the BOD's as defendants in the case, and DENIED WMI's motion to dismiss them as Plaintiffs.
Now, with the BOD's potentially on the hook, the heat got turned up quite a bit. WMI MUST indemnify their BOD. And by any Objective viewing of the events that occurred as the Anchor case was being Gifted Away to JPMC so that the IT SNH's could do a little bit of self-dealing (while the BOD just kinda sat around with their thumbs up their . . . "nose"), and did ABSOLUTELY NOTHING to even THINK about doing ANYTHING to at least CONSIDER whether this Anchor give-away was Kosher. Zero. Zip. Bupkis.
This is some pretty serious, damning egregious behavior on the part of the BOD. Recall the finger-pointing by Special-K and the other A&M witness. They did fvck.all to protect the interests of the Dime Ltw's.
To the contrary, they saw to it that the Assets were SEPARATED from the LIABILITIES of the Anchor Litigation, via the §363 sale to JPMC. This was no mistake, as this is what JPMC requested/demanded, and the BOD said, sure, why not?
"What is to stop dimeq from going after IT? I don't remember the dimeq securities being involved (traded) in the IT allegations. No harm, no damages. No claim."
Oh, but they most certainly WERE harmed by the Insider Trading SETTLEMENT Note Holder Funds (the very same SNH's that JMW found had "colorable claims" against them - the "colorable claims" that everybody is all of a sudden pretty cool with just "pretending" didn't really happen, and even if they "my have" happened, they were pretty good for the Estate (see e.g., the GSA that they "helped craft" or perhaps "concoct"). It's all good.
Remember how these CRIMINALS (or, as one of the lawyers referred to his OWN client, "OWL CROOK" - who on earth would refer to his client Owl Creek as Owl CROOK, unless the attorney made one Hell of a Freudian Slip"), conspired with WMI A&M and JPMC to GIVE/GIFT away the Anchor Savings goodwill litigation to JPMC, free and clear of ANY/ALL Dime Ltw LIABILITIES, by way of the §363 sale of Anchor to JPMC?
Umm, you might be technically correct that the SNH's and JPMC (and WMI and WM&G and A&M), didn't commit IT against Dime Ltw Holders, but they MOST CERTAINLY conspired to cheat/steal from the Dime Ltw's that to which they were entitled to.
And if I recall January 7, 2011 Opinion regarding the Estimation Hearing (setting aside or "ring-fencing $337 Million Dollars for the Ltw's), neither A&M, nor the BOD's nor a number ofother parties are protected/indemified by ANY releases. They are fully exposed to any appeals that Steinberg WILL prosecute (if JMW rules for any Class other than Class 12, and they ARE on the hook for their THEFT of this asset, and for their self-dealing.
I could go on and on, but the history here has been pretty well documnted.
We'll see what direction this little dog and pony show takes come Tuesday.
Regards,
d.
RosenRAT:
"I'm not gonna say the amount . . . well, I could say, but I won't.
Well, actually, I don't know that amount but I have a ballpark."
Is this guy for real?!
EDIT: "You should do your own analysis [as to how much this settlement will go to PIERS]"
How the Hell can one do the analysis, if this guy is playing Hide the Weenie?
Why wait 4 or 5 days to collect $750 thousand EXTRA dollars, when we could just rush this thing through as an emergency matter, so that the Estate receives that much LESS money.
So, by waiting LESS than a week, the Estate could get an additional 1 1/2% of the proposed BS settlement.
Again, typical RosenRAT games.
What RosenRAT is also "forgetting" to mention is that the judge in the American Savings litigation is one of the most pro-plaintiff judges in the Winstar type goodwill litigation cases.
Are we on the same planet?
He can't possibly be saying that Judge Loren A. Smith would be favorable to the U.S. Gov't (FDIC), when ALL evidence indicates that Judge Smith has had it up to his eyeballs with the games played by FDIC. He has almost nothing but contempt for the gov't in the way that it has jerked the Plaintiffs around. Almost as much BS as RosenRAT spews out.
Maybe the RAT is just forgetting to mention any of these things.
"Now I am become Death . . ."
"Mors factus sum . . ."
"Ich bin Tod geworden . . ."
FWIW, the "right/correct" decision is Class 12, which coincidentally, would also allow JMW the "easiest out."
Class 12 gets rid of a ferocious opponent in Art Steinberg (in terms of opposing POR 7), whereas anything other than Class 12 guarnatees all-out nuclear war from Steinberg & friends.
And, just as Red Next To Yellow Can Kill A Fellow, and just as it would be wise to avoid Eff'ing with any animal in the wild that bears any resemblance to anything looking anything like any of the following, Rosie-Palms has forced Judge Walrath's hand, and has begged to have another shot at Steinberg. BR has cannot come to grips with the B-Slappings that he has received at the hands of Steinberg, and is begging for more.
Bon appétit, f.cko . . . I hope that Rosen chokes on his frog leg supper
Ps: I am also impressed with the differences between Rosen and Steinberg in the way that they TOLD (versus imformed), JMW that a resolution couldn't be reached and that she HAD to make a judgment in this matter.
Rosenturd sounded like a petulant, snot-nosed little kid demanding that she rule ASAP, whereas Art told the judge that he is ready for her decision regarding the Dime Ltw's whenever SHE feels it's appropriate to render it.
Both said the same thing, and both said it in a way that we have come to expect from each of these "professionals." Well, one just a little more professional than the other.
Put me down as Option 1 (DIMEQ awarded Class 12), but regardless as to what I think, Alea iacta est (with major props to Jared)
I was under the impression (perhaps incorrect), that both Aurora FSB and Woodlands had to be sold by May 2012 (with a report due to the OTS, now OCC, by the end of February 2012), as to progress on sale of banks, and if sale(s) could not be completed by May 2012 (or were not likely to be sold), that the banks would then begin to be liquidated.
Given Aurora's fortress balance sheet, it would appear that a liquidation would be fantastic news for the EOSPN Prf'd D shares, in that we would get taken out at par ($25/share), on a liquidation of the company.
Or, in the alternative, we should be on track to get regular dividends, not just the 4th Quarter BS. An 8.50% dividends is a great return (assuming that it were consistant), and it's actually greater than 8.50% right npw, given that it's trading below Par. The only way to get a better return would be using a gun.
Please correct me if I've got anything wrong - as I noted above, I could be way off on my understanding as to where things currently stand (near term), but this is how I understand things to be. Again, I could be way off.
TIA.
Thanks for the amazingly fast answer. I own it in a different account that I don't wish to make a larger % of that portfolio and would like to own it in these accounts.
Wonder if I could get a list of other stocks Fido has on the same list and see if there are any other mispricings out there to take advantage of.
MrHolty,
I too have had the same problem with Fido:
"you can check out anytime you like . . . but you can't check back in." Kinda like a reverse "Hotel California."
FWIW, and I don't know if this will help your situation, but I've been buying my EOSPN as of late, through my Wells Fargo Brokerage Account. No problems at all in Buying OR Selling.
Don't know what the deal is with Fidelity, but I don't like this one aspect about them; apart from this problem, they are a very good brokerage firm.
I'm not quite as crazy about the Wells Fargo trading platform, but the flip-side is that I get 100 free equity trades per year.
And thanks to h_man_investor, I've been snapping up some shares on the cheap in the past week or 2.
Thanks, h_man!
And congrats to those holding EOSPN on getting this dividend. I kinda thought that the dividend was in the bag, but given that this is a govt' approval thing for now, you can't be sure until permission's been granted. Any way, I'm glad that they "allowed" the 4th quarter's dividend that we are owed.
d.
"Deth....agree totally! Mr Steinberg has used equity as a measuring stick...not the place he wants to get his due. He wants to screw Rosen and pay up for his cheap shots the whole way through this thing. While listening to his positions in Court, I get the sense, not only does he have this situation totally figured out...he's baiting JMW to question Rosen...."you have to be kidding me....right?". When Folse came on board, between he and Steinberg...it was done...they worked the same side of the street in a sense.
I'm looking forward to this showdown...and someone will capitulate...and I don't think JMW has what it takes to bone equity at this point. She'll tell them to go back into the same room they came from...call out one of the parties that never existed in the first place..but was represented just the same...and have them cough it up. They'll find the means....or you're right...Art will blow this thing up single-handidly"
I've said repeatedly that this is the equivalent of Rosen playing Checkers (or even one-handed pocket pool) while Steinberg is playing a 10 dimensional chess match, and wherein every move that Rosie plans in advance is represented by the number "n," Steinberg has already thought it ahead:
10n moves
Art is a forced not to be Eff'd with.
Play with the crazy-patterned (but amazingly pretty) Pink, Blue, Orange, Yellow and other multi-colored Poison Dart Frogs at your own Risk.
"When it comes to disclosure statements, this one has got to be the most pathetic thing I've ever laid eyes on. PIERS are predicted @ 9% (74mil). First off, DIMEQ will end up dragging the court's opinion and order out a couple of months, most likely. I doubt their treatment in class 21 will go smoothly at confirmation (if it happens, which that is what the plan assumes). So in reality, you're looking at approximately 44 million/23 = $1.91 (subtracting 30mil for 2 months delay). BUT, as the disclosure statement said 'max 250'. Sure. What they are essentially saying is that about half of the claims in class 12 won't get anything, therefore that value will flow over to the piers and add to the 74 million. Really? The debtors missed the 'tranquility claim' that was just approved for vetting by the judge. That's another 49.6 million that stands in the way of the 'max 250'. Then you still have to account for DIME in class 12. DIME in class 12 is zero for piers, no ifs, not buts, and there's a good chance that may happen."
This is yet another reason why I agree with your decision to pull the rip-cord on this flaming, toxic, radioactive piece o' ca-ca, that we have learned to know and hate as PIERS or H's.
The Trustee turned down the free advice your were giving them to get FJR to go back to CR (or at least go down swinging, kicking, fighting. And how did that turn out for the PIERS. Hey, at least you salvaged some of your investment, by dumping earlier in the month. Speaking of radioactive, the half-life (on the PIERS price) is about 3 to 4 days of late.
It's getting bad, and Mr. Market is telling the remaining PIERS to jump and dump. Let it go. Abandon ship.
And as an aside, the Debtors COMPLETELY misread Tranquility's claim, thinking that they could simply go by their S.O.P., call something a §510(b) security (or, rather one that needs to be subordinated under §510(b).
And we all saw this morning what Judge Walrath's thoughts were regarding §510(b), as it applies in THIS PARTICULAR CASE.
"The law of the case" (at least as it relates to §510(b) claims by the Debtor will, in THIS court, and in THIS case, will require proof that the securities that the Debtor is attempting to screw-over (I mean, "subordinate" via §510(b)), will require as an element that the Debtor, that WMI was the actual SELLER of the Security in question.
Given that this is an order signed within the past 24 hours, §510(b) is an issue that is fresh in her mind, and again, I don't think that WG&M did WMI any favors by fighting Tranquility (over a relatively small $49 million), wherein , "the Law of the Case" now requires proof that the Debtor was the Issuer of the Security. Facts that are clearly at issue by WG&M against DIMEQ.
Except that DIMEQ was NOT issued by WMI. They were issued by Dime Savings Bank as a DISTRIBUTION/DIVIDEND to some of its shareholders, in an attempt to remain independent back in December 2000, before WMI ever laid its eyes on buying Dime. And where Dime went out of its way to tell recipients of Ltw's what they were, and just as importantly, what they weren't.
Based on today's Tranquility decision, the possibility that Dime is found to be Class 18 (due to §510(b) subordination), is about slim to none. With none starting to look better and better each hour.
Now, do they try to pull the same BS with Steinberg and §510(b) subordination to save a MAXIMUM of $337 million dollars, in an attempt to screw over the Ltw's, or do they say "¡No Mas!" and beg Arthur to take $337 million and get as far away from WMI as possible. And, oh yeah, have WMI pay Art his legal fees for representing the ENTIRE CLASS of Dime Ltw's (as was suggested by Strochak). He's definitely earned what WMI owes him and his firm.
Kudos, Art, for a job well done!
JMVHO
YMMV
Thank you, kind sir (or ma'am).
But I can't take credit for this, as this is something that the Debtor, by and through its counsel wrote.
And they put out all of 300 some pages of this, with footnotes and all, telling the world about how they could, inadvertantly or otherwise, once again try to Eff Equity in the A. (props to South Park . . . "You Got Served")
This is something that Steinberg and Company put together, and if anything, all I can say is that great minds think alike. And if it appears that I have a great mind, it is only because we are standing on the shoulders of legal giants in Mr. Steinberg and the very talented legal team that has been looking out for us, even if everybody else has been looking out for themselves . . . umm, think, e.g., Mr. Willingham, EC lawyers.
God forbid that they too sold out Equity for 40 pieces of JPMC shorted silver, so that Mr. Willie could feather his nest and get a cushy, high paying position on the board of NewCo (even if his original $200,000 investment is near worthless, as NewCo would be sure to more than make good by way of a nice salary - he's not doing this for free, right?).
Then you have S&G settling, when they had the Insider Traders by the balls, so that they could say that they didn't lose (even though they were seriously conflicted in representing both Common and Preferred, and MW seems to have made out all right).
Then, you have the Insider Traders (remember "Owl Crook" as one of its attorneys so accurately called them with one hell of a Freudian Slip), so that they could live to commit securities fraud another day with other Equity victims, and then, most importantly, you have the Big One:, so that Rosen and WG&M could move on to their other Chapter 11 cases, MILK & BILK the new Estates' carcasses, hire A&M all over again to "administer the Estates," look for more Equity victims to rape, etc.
Wash, Rinse, Repeat.
Eff all of them. Each and everyone of them, save Steinberg & Company.
At least Art has somethings that they'll never have:
a. ethics;
b. charisma;
c. insane oratory skills;
3. credibility; and most importantly
4. the Balls of a Brass Monkey
Say what you will . . . Art gives no quarter and takes no quarter. This guy is a legal force of nature. He is like a poison dart frog that you might come across on the floor of the Amazon jungle that has crazy designs in the following crazy colors:
Electric Pink, Shocking Blue, Day-Glo Orange, AND Fluorescent Yellow. Most animals would know not to Eff with this guy; out of simple natural selection, the stupid ones would have died off a long time ago, and the ones that survived are the ones that were smart enough to get AS FAR, FAR AWAY from that frog.
Rosen though, hasn't figured out how Steinberg is fixin' to (metaphorically) inflict serious bodily injury to this a-hole's a-hole. Review tonight's Objection to POR 7 from Steinberg to see what's in store for the next Confirmation Hearing that will fail (if they persist in screwing Steinberg over by trying to place him in Class 12, Class 18, Class 21 issue).
Peace out.
Serious Question to Wall Street:
"Quote:
--------------------------------------------------------------------------------
given your well thought out contrarian view points I'm interested to hear how you're positioning yourself.
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I’m not going to give away my trading strategy, because I don’t want to be responsible for leading someone off a cliff alongside myself. That said, I’ll give my opinion of how I think this thing will turn out to a certain extent. I’ve said before that I think its Class 12 at 40%, Class 18 at 60%, and Class 21 if the judge flat misses it."
I know what you mean. I can certainly understand not wanting others to jump off the proverbial cliff with you.
But given that you've already shared with us that you finally dumped your PIERS after their so-called Trustee did Zippo in trying to secure ANY value for the PIERS . . . out of frustration when the Trustee might have even been able to over-turn FJR and go back to CR, and they IGNORED you . . . you dumped, and wisely so. So wouldn't it be safe to say that part of your trading strategy (at least in the past month) has been to dump all your PIERS.
Wouldn't you be afraid of having people jump of the PIERS cliff (seriously, no pun was intended)?
To the contrary, I think that you'd be doing people a service telling them to dump that junk, especially after being given the high hat by Wells Fargo, in not even attempting to yank FJR and go back to CR (especially when you giving Wells Fargo this information, gratis - and they turn you down - that sucks).
I too can't for the life of me figure out why they wouldn't do something, anything, to save a little bit of value for the PIERS.
If it helps, I'd be willing to sign a Release, absolving you of any liability from my jumping off the cliff with you, if you'd share your trading srategy. I may or not follow it, but you could rest easy knowing that I'd be following (or not) the strategy with eyes wide open.
I genuinely think that you have a lot to offer here (e.g., stay away from the PIERS), and while I understand your caution in not wanting to hurt other peoples' investments, you could also be PREVENTING them from jumping off a different cliff, by doing something stupid (say, for example, buying/selling DIMEQ's, etc.).
I'm just saying.
I think that others would also be willing to sign a "Hold Harmless Release," if you'd be willing to share your trading strategy. Especially since you're kinda already sharing your thoughts about DIMEQ.
Serious inquiry. No disrespect intended.
I don't care about YOUR concern; I told you that I hold Dime Ltw's AND WAMPQ shares.
If you bother to look at my previous post history, I have discussed owning ALL WaMu securities (except the Q's); I own a few of the K's and H's simply for voting purposes, and the vast majority of my investment is in the Dimeq's AND the Wampq's.
So, yeah, as a P holder it is MY business to question the insanity of trying to screw the Ltw's out of what they are rightfully owed as a result of the Breaches of Contract and Fiduciary Duty (not to mention to Bad Faith Negotiations against the Ltw's, and the complete shut-out FROM any negotiations with the Ltw's to see if Steinberg would be cool with letting WMI gift away the Anchor Goodwill litigation, by way of a §363 sale, as mandated by JPMC . . . if by that screwing, Newco gets $337 million dollars that it does not have to pay to the Ltw's, only to turn around and lose its most valuable asset ($5.4 billion in Unrestricted NOL's).
Or are you saying that as a Preferred P holder, I shouldn't be concerned with that? Better for me to bury my head in the sand?
So, laugh all you want . . . please, put me on "ignore." But I've been on the WaMu boards for a little while now. You might be noticing more postings because the Debtors and the EC kinda shared some news the other day . . . and a lot of us are still trying to digest it, or rather, recover from the indigestion.
Ps: You're right, as between the Equity classes (U, P, and K), P's are by far the best "value." I'd kinda like for that value not to go up in smoke due to Rosen's hurt pride, his arrogance and/or his hubris.
Now, please do us both a favor and place me on Ignore. You'll sleep much easier not being bothered with details and footnotes.
Regards.
"I've read and fully comprehend the latest settlement disclosure statement so I have no need to read your verbose slanted opinion..."
There is none so blind as he who will not see.
Good night.
Ps: ignore the footnotes, and all that legal mumbo-jumbo. It was probably just put in there to make it look like an important document. After re-thinking it, I don't think a Dime conversion to new equity will harm the Unrestricted NOL's in the least. The $5.4 billion in NOL's look safe, rock-solid. Money in the bank.
You're probably right . . . maybe I'm just being a little too paranoid . . . what with Rosen trying to screw everybody at every opportunity.
That said, there's something about that little reference in the DS (§VIII(A)(2)(a)(ii)), discussing the disputed Dime Ltw's account, and how that could, perhaps only in theory, torpedo the $5.4 Billion Dollars Unrestricted NOL's - worth an estimated $1.9 Billion Dollars . . . hmmm, where have I seen that $1.888 Billion Dollar number before?
So, maybe "POOF" was a little exaggerated; maybe, little "poof" is more apropos.
That's not ME worrying about it . . . that is the information that I gathered from taking the DS, and which is there for the entire world to see . . . well, at least it's there for those that bother to read it.
In order to hold your hand a little (if you need it), I'll even point you in the general direction.
For starters, try;
Disclosure Statement, dated December 12, 2011, at §VIII(A)(2)(a)(ii), pp. 212-213 of the DS, and pp. 224-225 of the pdf.
That's NOT information that I'M making up; this is information that the Debtor, by and through its counsel, is disclosing, so as to warn the Investment Community about that potential "little" IRC §382 "situation."
Maybe I'm just reading too much into those pesky little footnotes; besides, who reads footnotes anyway? I think they just put footnotes in to make it look like a bad-as.s document and make it seem like they put a lot of time into it. And, oh yeah, to be able to bleed this carcass to death with even more legal bills.
The funny thing ("funny" as in ironic, not "funny" as in ha-ha, that's a great joke "funny"), is that while WG&M insists on paying the Dime Ltw's in wampum, WG&M only takes CASH, LOTS OF IT, and all of it FORMERLY belonging to WaMu shareholders.
So, you can "trust" Susman (and by extension, Rosen, since they are all on the same page now), all you want. Willingham seems to be making out all right on his "investment," so long as it wins him a VERY profitable seat on one of the newly created boards. And I have a hunch that they will not be skimping on the expenses for BOD compensation.
So, trust all you want. Me personally, I'd rather be paid for my Dime Ltw's in COLD, HARD CASH. Kinda like "In God We Trust . . . all others pay CASH"
That said, I DO own a bunch of the P shares, and can live with the sell-out that we got so that Willingham could feather his nest, so that the SNH's could live to steal another day, so that Rosen can go about looking for his next set of victims to rape.
This is the bargain that was struck for EQUITY. But Dime Ltw's are NOT Equity, and if the tax people (on any/all sides of the professionals that are bleeding our company to death), would bother to do even the most cursory read on IRC §382, and the effects of adding "new" shareholders to NewCo that were not previously Equity ("old and cold," 50%, yada, yada, yada), by turning the Ltw's into something that they should not be, well, then all I can say is:
"Be careful what you ask for . . . " Or even, "may you get what you ask for . . ."
$337 million payout to Dime Ltw's vs. a $1.9 Billion payout to the IRS. As a taxpayer, I would normally be VERY happy to see a corporation (such as NewCo), pay their "fair-share" of taxes. But as an owner of the proposed NewCo (by way of my existing ownership in WAMPQ shares), I will be kind of ticked to see the company "save" $337 million dollars by sticking it to the Ltw's, only to get "tagged" to the tune of $1.9 billion dollars by the IRS. And when I say "tagged," I really mean "Eff'd in the A."
Viel Glück, kameraden
Ps: I didn't say that the Unrestricted NOL's would go "poof." I think that I described it more correctly as going "POOF," kinda like a big "poof, the the type that one might see at a magic show, where the magician says something like "PRESTO," and the Unrestricted NOL's vanish into thin air, compliments of IRS § 382 (and BR of WG&M).
Why is it that everytime BR does something, anything, that he somehow manages to Eff Equity in the A.? Maybe it's because that's an activity that he enjoys doing with his male friends. Not that there's anything wrong with that. It's only wrong when he does it to unwilling partners, such as existing Equity, or the Dime Ltw's, for example.
"current WAMPQ book-value between $48-to-$54 PPS when including the $6+ Billion in NOLs - IMO if I am calculating the correct variables..."
The $6+ Billion in NOL's ($5.4 Billion Dollars of which are in the form of the much more preferable Unrestricted NOL variety), run a VERY BIG RISK is vanishing, disappearing, going POOF, if WG&M persists in converting the Dime Ltw's into Equity, in violation of §382 of the IRC.
They are not Equity, not even make-believe Class B shares. Try slipping that one by the IRS. "Class B shares." They'd be LTFAO all the way to the Bank!
And don't you think that the IRS would just love to ZAP these Unrestricted NOL's away, costing NewCo about $1.9 Billion in Asset Value ($5.4 Billion time 35% corporate tax rate)? And increasing revenue for the government to the tune of that same $1.9 Billion Dollars, as NewCo will NOT have some/all of these Unrestricted NOL's to shelter all the income of the new company.
Sounds like another pretty crappy deal from BR, WG&M, and the rest of the crew:
Screw the Dime Ltw's out of $337 million dollars, and in exchange, cost NewCo upwards of $1.9 Billion dollars (from the resultant loss of NewCo's biggest asset, post-confirmation: the Unrestricted NOL's).
Don't know if it's pride, hubris, arrogance, or some combination thereof ont the part of BR, et al., but you would think that even though the EC appears to have sold out Equity, at a minimum, they would say "it's not worth getting $337 million in cash coming into the Estate, when a NPV of $1.9 Billion Dollars goes flying right out the window."
Doesn't make sense, but then again, what has?
If everybody were smart, they would pay Steinberg ALL of the $337 million dollars that his clients and the class that he represents is due, AND also pay him his legal bills, as he has worked for the entire class (as part of a Class Action), and as Strochak suggested, Art would receive in the event that he were successful.
Pay Steinberg anything, everything that he wants, just to make him go away . . . go far, far away . . . from the Debtors, so that he can stop B-Slapping BR and Strochak, as he has at every point in this case.
This would be the best $350 Million Dollars that the Debtors could pay to wrap this up and tie up the remaining loose ends.
JMHO
YMMV
Umm . . . no, I don't "make the rules."
I never claimed such nonsense.
You, however, posited that there were but only two (2) possibilities, ignoring the obvious other option that I presented to you and to the rest of the Board. If this constitutes "making the rules," then I'm happy to learn that I've just become a "rule-maker."
Thanks for the Award, I think.
And just to make sure I got it right, the way YOU see things is how they are; the way I see things is an attempt to topple the King and make the Rules for everybody. Do I got that right?!
You're going with that which you can see?
Therein lies part of your problem, for there is none so blind as he who will not see.
Too bad . . . better luck next time. Try to think it through just a little bit next time before spewing such nonsense, all right?
"for starke to be writting about this dime issue ,it proves it's just another scare tactic.judge will not rule on it to effect commons payout watch///
I got news for:
No matter how the judge rules on the Dime matter, it will most likely "effect" [sic] (and definitely AFFECT), the common payout.
If she properly rules that Dime Ltw's are Class 12, then NewCo has $337 million dollars of much-needed cash walking out the door.
If she rules that Ltw's are Class 21/22, well, NewCo keeps the $337 million dollars that rightfully belonged to the Ltw's, but this is NOT a windfall for Equity, as NewCo will be cutting its nose to spite its face. Those $337 million will cost NewCo some if not all of the $5.4 BILLION dollars in Unrestricted NOL's, with a resultant cost to NewCo of approximately $1.9 BILLION dollars (using a back of the envelope calculation and using a tax rate of 35%.
Let's see -
Let's keep $337 million of Dimes money, but it'll cost us about $1.9 BILLION in Net Value (although the taxpayers will be happy that we lost $5.4 BILLION dollars in NOL's.
Y'all should be praying for JMW to find that the Ltw's are Class 12.
At least, that the way that I see it.
see Sec. VIII(A)(2)(ii), for information on how Dime Conversion to Equity will AFFECT the Unrestricted NOL's
Ask yourself why WG&M included this information in the DS if it is of no consequence to the Unretricted NOL's, the ones that provide almost ALL the assets in reorganized NewCo?
Check for yourself at pp. 224-225 of the DS (pagination of the PDF)
Read it and weep.
"according to Kevin Starke"
Ummm, Kevin Starke is Rosen's B!tch, and Rosen is Starke's B!tch.
They might even be butth.ole buddies for all I know, but Starke seems to get an awful lot of information way before everybody else does.
Kinda funny, don't you think?
Starke is also a paid shill. He'll say/do anything to make money, even if it involves doing "unsavory" things.
And to combine answers with some related posts, yes, Dimes WILL be Class 12. Or Steinberg WILL be appealing this to District Court, and then you will have NewCo possibly issuing new equity to the Ltw's AFTER the Effective Date, and THEN, you will have some (if not all) of the UNRESTRICTED NOL's (clearly the largest asset of NewCO), go out the window, down the tubes, up in smoke, etc., due to that pesky little IRC §382.
Read the DS yourselves, at pp. 224-22 of the pdf. (seeDS at §VIII(A)(2)(a)(ii) for discussion of Dime Ltw's and their potential effect under §382).
Art Steinberg WILL get the last laugh. Money in the bank.
Hey, Jared:
And even after all of the scenarios that you referenced, if Dimes get anything other than Class 12 treatment by JMW, I can just about guarantee (with 99.44% certainty), that Steinberg WILL be appealing any adverse ruling (i.e., Class 18, Class 21, Class 22, etc.)
There is NO way that Steinberg comes this far, B-Slapping Rosen senseless, each and every time, only for Art to say "all right, pencils down, it's over for us."
Everybody here seems so worried about the Class 18 Boogey-Man, but think back to the Trial and the Closing Arguments:
The Class 18 arguments were weak, at best. Strochak was trying to toss anything up against the wall to see what would stick, hoping that someting, anything, would work.
In order to get to Class 18, JMW would first need to find that there was a sale of securities; and when you look back to the December 2000 DISTRIBUTION of the Ltw's by Dime Bank as a way to thwart any hostile (and under-valued bids for the Dime), there is NO way that this DISTRIBUTION/DIVIDEND can then be contorted into a sale, as Strochak would like to make believe.
The fact of the matter is that you have a Breach of Contract, you have a Breach of Fiduciary Duty by the BOD, you have Bad Faith on the part of WMI, you have so many problems (from the Debtor's perspective) that there is no RATIONAL way that WMI is not trying to find a way to buy their way out of this mess. Maybe, "rational" is the key word here, and the Debtors aren't thinking rationally. They've let their emotions, their ego, get in the way of resolving the Dime Ltw situation with a means other than all out nuclear war.
And given that WG&M has had an assw.hooping at every step of the way (when facing Steinberg), I cannot see them wanting to get B-Slapped yet again.
But that is using RATIONAL thinking, and I might be giving them more credit than they deserve.
There are others that will argue that Art is going into the Mediation behind the 8-ball, he's going in there fighting with 1 hand tied behind his back. From the way some want to characterize it, you would think that this was Steinberg's 1st Rodeo. Guess what? It's not. I get the impression that Art has done a little homework, and that he sort of has a grasp on things, and that he's been around the block more than once.
So, you have a POR 7 that has $337 million set aside for Dime Ltw's; you have a Plaintiff that is entitled to that money (legally/equitably); you have a Plaintiff that has been attacking the Debtors like an angry hornet, and that hornet has been inflicting serious bodily injury to their a.holes every step of the way.
And then, you have the proposed POR 7 giving the Ltw's Equity Interests, when they have NEVER been Equity (preferred, common, or otherwise). There is NO SUCH thing as "Class B" common shares. Try telling that one to the IRS and see how far that'll get you when trying to explain to the IRS why the Unrestricted NOL's should NOT be torpedoed (partially, if not completely), under §382 (due to the FORCED CONVERSION of the Ltw's into common of NewCo).
WMI had NO right to gift away the Anchor litigation, anymore than your local bank would have the right to raid your safe deposit box in order to satisfy one of the BANK'S creditors. Kinda like what WMI did here.
Gifting away Anchor under a §363 sale, to "cleanse away" those pesky Ltw liabilities was done by design and at the behest of JMPC. This was no accident. It was done with the intent of screwing the Ltw's Interests, for the benefit of WMI's other Creditors, when WMI NEVER owned Anchor to begin with.
But then again, everybody is (or should be) familiar with that story), so I'll leave it be.
Bottom line is that we are Class 12, or this thing goes to District Court. Simple as that. And you have a Debtor that would prefer to tie up all the loose ends (such as any potential IRS §382 problems), BEFORE the Effective Date, not after the Effective Date, when things can/will go south really fast.
Sorta like the clock striking 12, everything turning to cra.p. This is what we have here: a modern-day Cinderella problem
Just my take. I could be wrong, and YMMV.
it is written that way... 70% prefs 30% common
the only problem is where do dimeq fit in... and it is not in prefs.
so the only alternative is divy with commons into the 30%
No, the other alternative (and the more realistic one), is that JMW comes down with her ruling that Dime Ltw's are Class 12, that there was a Breach of Contract by WMI, that there was a Breach of Fiduciary Duty by its BOD's, and that CASH MONEY is what the Ltw's are entitled to . . . not some phoney-baloney, watered down stock in NewCo.
That is, unless you want NewCo's BIGGEST ASSET (the $5.4 Billion Dollars in UNRESTRICTED NOL's), to go Buh-Bye! Then, it would make lots of sense to convert the Ltw's, which were not previously equity, into equity in NewCo., thus guaranteeing that some, if not all, of the UNRESTRICTED NOL's go out the window, under IRC §382.
Check out the DS. It's all there, for all to see and read, so that there's crying later on about how WG&M screwed them yet again.
There is (WILL BE) a screwing by WG&M; they just put it in the DS so as to put the ENTIRE WORLD on notice so that there's no complaints AFTER the Effective Date, when the IRS decides to OBLITERATE the most valueble asset that NewCo., has:
the $5.4 Billion in Unrestricted NOL's.
And using some back of the envelope type math, equates to an approximate loss/screwing of about $1.9 Billion dollars. Ironically, about the same amount that JPMC paid to Judas to steal this bank back in September 2008.
Somehow, this number just keeps popping up.
So, if everyone is itching to see Dime Ltw's get screwed into a Class other than Class 12, get ready for the ULTIMATE SCREW-JOB of your lifetime:
watching what's left of this carcass (soon to be known as NewCo), have about $2 Billion Dollars in Net Worth walk out the door, all because WMI wouldn't pay Steinberg (and his clients), the $337 Million that is owed to them, not even factoring in the legal expenses that the court WILL have to pay to Steinberg, because he DID get a recovery to his Class Action Constituents under POR 7 (even if it's just watered down stock - which is NOT what I think it will be).
So, be careful who it is that you're rooting for to get screwed, because that Bell Might Toll For Thee.
A few . . . very few.
I hope that those smart/lucky enough to buy at pennies per share have been smart/lucky enough to dump them now before they get back into the pennies/share price by the time Rosen is through sticking it to everyone (except himself and his firm, of course).
Best of luck.
What is the DS indicating?
The DS is indicating that:
1. WG&M (and the Insider Trading SNH funds), has managed to get away with murder;
2. that the EC is now complicit in the cover-up (and is an accomplice, after the fact); and most importantly
3. that anybody who bought this toxic, radioactive junk paper is probably only now coming to grips with the fact that they took a LONG walk off of walk should have been heavily SHORTED PIER's.
Jmho,
Ymmv
"By the time the EC figures out the NOL's may go out the window, equity will have already voted for the plan, and there won't be any backing out, because it's to [sic] late at that point, hence the second death trap.
NOL's shouldn't hold up confirmation."
I think that I know what you mean. That's why I had made the disclaimer about being neither a Bankruptcy Attorney nor a Tax Lawyer.
I am but a simple Caveman Lawyer (and a country bumpkin from Dallas). Your tricky bankruptcy rules and extremely lengthy documents frighten me. These are not the simple straight-forward issues that I confront in my practice on a daily basis:
Beyond a Reasonable Doubt, maybe a little Sympathy for the Devil, but my God! This Chapter 11 business is totally incompressible to me. That's why I appreciate your enlightening me about this stuff - I'd be so screwed if I didn't have people like you to show me how these things work.
Hell, I almost got PANTSED by buying the PIERS at a "cheap price" (only to watch them keep getting cheaper and cheaper and cheaper). All I did just the most cursory research when I looked up the term "contractual subordination" and I realized how SCREWED anybody would be by buying this Toxic, Radioactive Piece o' Crap. To top it off, the H Trustee just rolled over and played dead (instead of negotiating during the Mediation to get the Sr. Bonds to agree not to pursue CR-FJR, in exchange for the H's not holding things up). Now, the H's are circling the toilet bowl, and another tug or 2 on the handle should be enough to flush these turds down the sewer (where they belong). I can't imagine how the poor schmucks that bought this garbage at any price above today's prices must feel. In fact, I seem to recall that when the H's took their first big plunge last year, I predicted it would go to 8 bucks a share - and look at this now - you wanna talk about a Death Trap?! Jesus, this thing is out of control. And I SO lucked out in not buying this wallpaper. I'd rather be lucky than to be good (and/or smart).
Pity the poor Bastards that bought this piece of Ca-Ca. Well, at least there's always the end of year Tax Selling. Write this thing off, sorta like with the unrestricted NOL's that NewCo will have. Just make sure to watch out for that tricky Wash Sale Rule. I think of the Wash Sale Rule as the little investor's version of IRC Section 382, except that with a Wash Sale, one can ultimately capture the tax loss; it just gets deferred, instead of vanishing (Section 382 style).
382 NOL's just go poof, up in smoke, as you seem to indicate, and the EC is gonna get PANTSED, gonna get PUNKED, when they realize that NewCo will INSTANTLY lose about $2 billion dollar in value after they come to realize that the IRS is gonna yank away $5.4 billion dollars in unrestricted NOL's if/when the Dime Ltw's get thrown into the Common Stock Short Bus, pari-passu or otherwise.
Talk about the Law of Unintended Consequences! I would kill (metaphorically, of course), to see the look on the EC's faces, the look on Rosen's face, once everybody realizes (after the fact), that Rosen (inadvertantly or otherwise), managed to F them in the A one more time, all because of a little pride, a little arrogance, a little hubris on the part of Rosen, in refusing to pay Steinberg to go away, AS FAR FAR AWAY from WaMu as possible, even if WMI has to pay the full $337 million set aside in Escrow, as well as paying all of Steinberg's legal fees for representing the entire class of Ltw's. This has truly been a job well done, as he has managed to B-Slap Rosen, et al. every step of the way. And it would be the Ultimate B-Slap if everyone were to suddenly realize that the sub-sub-sub-section under Section VIII of the DS, could turn into a "slight" problem if Rosen persists in trying to get the Ltw's to "Join the Crew" (new NewCo stock style), instead of just paying the Dimes what they've been owed, and wrap this thing up before you have yet another Confirmation Hearing getting Eff'd up at the hands of Rosen and WG&M.
That would NOT be good for WG&M. That little sub-sub-sub section under VIII was put in there for a reason. Words have meanings, and as we've discovered in the Adversary Hearings, contracts are generally construed against the drafting party in cases where ambiguity exists. Why put the reference to the Unrestricted NOL's getting torpedoed under Section 382 (IRC), if it really doesn't come into play with the Ltw's getting stock in NewCo AFTER the Effective Date? Why discuss it at all? To bill a couple fractions of an hour of billing? Makes one wonder why it's there.
But as I said, I'm just going on Caveman Lawyer Rules, and I am very much like Chiroc, the O.G. Caveman Lawyer: I may not know much about your bankruptcy and tax law rules, and I may not be familiar with the ways and customs of these Equity Committees on which you currently sit, but I do know this:
Pay Art now, or pay Art AND the IRS A LOT MORE later.
Again, simple Caveman Lawyer Rules. I hope that you'll go easy on me. But at least give me a little bit of credit for not being stupid enough to try to ride the PIERS bus. That's gotta be worth a little something, no?