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Was he included after the letter?
Why, as a courtesy from the Judge ?, In your opinion why?
{ I guess this courtesy won't give Chris access to the under seal (future and/or previous) docs }
TIA
Thanks so much for sharing Newtogame ¡¡ (and to those shareholders in the letter)
GL
Thanks so much for this to all the shareholders who filed that letter/Doc
GL
New SEC Filings (Equity Ownership...)
http://www.sec.gov/Archives/edgar/data/933136/000110465915001040/0001104659-15-001040-index.htm
http://www.sec.gov/Archives/edgar/data/933136/000110465915001042/0001104659-15-001042-index.htm
http://www.sec.gov/Archives/edgar/data/933136/000110465915001045/0001104659-15-001045-index.htm
Blue
My apologies, you know my english is far from good,
I meant (former) Don's post
Thanks for your pm Chevy, appreciated
ps: i don´t have pm in Ihub
Nice post Blue, reminds me of old Don's posts
Take Care
Totally agree Investorhub123
I'm in favour of this (Huge for us/current WMIH shareholders) deal
However, I prefer a 2.25 (or as close to this as possible) Reincorporation conversion price/ conversion price a share and KKR + Citi prefer a 1.75 (or as close to this as possible)
Surrendering 1.75 vs 2.25 is not surrendering $0,5 a share but surrendering approx 28% (2.25 / 1.75 ) of whatever future pps WMIh may reach, this is important IMHO
Thanks for your input Tzebedee,
I find it not hard to believe at all, dilution is as bad for us (current WMIH shareholders) as good for KKR + Citi
Agree t1215s, thanks for sharing
KKR wants to (IMHO) make dilution (for current WMIH shareholders) as large as possible, an ally is never 100% your ally.... is it??
GLTA
btw, our brand-new 600,000 preferred
US92936P2092 - WMIHP
Maybe WMIH could buy a few WMIH shares to reduce dilution as well
Good question BK, I don´t know, could be... there are not many 2MM holders
That 2.20 2MM shares block avoids us to reach a higher pps but at the same time helps us to consolidate a higher VWAP { (sss) “Volume Weighted Average Price” or “VWAP” per share of Common Stock means, on any Trading Day, the price per share of the Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg (or any successor service) page WMIH US <Equity> AQR (or its equivalent successor if such page is not available) in respect of the period from the scheduled open to 4:00 p.m., New York City time, on such Trading Day; or, if such price is not available, the market value per share of Common Stock on such Trading Day as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by the Corporation for such purpose, see http://www.sec.gov/Archives/edgar/data/933136/000119312515001790/d845621dex31.htm (beginning of page 6...) }
GL
Thanks for sharing this WamuGold, Good news indeed
OTOH WMIh is now spending approx $50,000 a day ($18MM a year) in coupon accretion ...
Hopefully the LBO/M&A deal will be announced soon and executed soon after the 3 year deadline
Thanks for your input Pickstocks,
I firmly believe that the growth (in pps) phase WMIH started on 12/19/2014 will last,..., enjoy
Some respected posters in the Boardpost MB point at the possibility of a massive LBO in the following months
Talking about LBOs, for those with time to read, I found this interesting
" One of the final major buyouts of the 1980s proved to be its most ambitious and marked both a high-water mark and a sign of the beginning of the end of the boom that had begun nearly a decade earlier. In 1989, KKR closed in on a $31.1 billion takeover of RJR Nabisco. It was, at that time and for over 17 years following, the largest leverage buyout in history. The event was chronicled in the book (and later the movie), Barbarians at the Gate: The Fall of RJR Nabisco. KKR would eventually prevail in acquiring RJR Nabisco at $109 per share marking a dramatic increase from the original announcement that Shearson Lehman Hutton would take RJR Nabisco private at $75 per share. A fierce series of negotiations and horse-trading ensued which pitted KKR against Shearson Lehman Hutton and later Forstmann Little & Co. Many of the major banking players of the day, including Morgan Stanley, Goldman Sachs, Salomon Brothers, and Merrill Lynch were actively involved in advising and financing the parties. After Shearson Lehman's original bid, KKR quickly introduced a tender offer to obtain RJR Nabisco for $90 per share – a price that enabled it to proceed without the approval of RJR Nabisco's management. RJR's management team, working with Shearson Lehman and Salomon Brothers, submitted a bid of $112, a figure they felt certain would enable them to outflank any response by Kravis's team. KKR's final bid of $109, while a lower dollar figure, was ultimately accepted by the board of directors of RJR Nabisco.[12] At $31.1 billion of transaction value, RJR Nabisco was by far the largest leveraged buyout in history. In 2006 and 2007, a number of leveraged buyout transactions were completed that for the first time surpassed the RJR Nabisco leveraged buyout in terms of nominal purchase price. However, adjusted for inflation, none of the leveraged buyouts of the 2006–2007 period would surpass RJR Nabisco "
{ en.wikipedia.org/wiki/Leveraged_buyout#Age_of_the_mega-buyout }
RJR Nabisco: A Case Study of a Complex Leveraged Buyout ...
{ homepage.univie.ac.at/youchang.wu/RJB.pdf }
Enjoy
Six Month Price Target: $4.11. wowww
Porkchopranch
Thanks so much for sharing this
Not sure which path (CLs or NOLs) we will follow; I believe that KKR's compromise of not shorting WMIH's common stock until 12/31/2016 was related to leaving the door open for CLs, something like preparing a massive operation that uses our CL's ($8.37 Billion) just in the last moment :
1) KKR can short WMIH stock after 12/31/2016
2) 02/23/2017 is the net 8.37B expiration (and limit for monetization) date
"In connection with the issuance of the Convertible Preferred Stock and the Warrants, KKR Fund and its affiliates have agreed that, until December 31, 2016, they will not:
i. request the call of a special meeting of the shareholders of the Company; seek to make, or make, a shareholder proposal at any meeting of the shareholders of the Company; seek the removal of any director from the Board; or make any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission (the “SEC”)) or solicit any written consents of shareholders with respect to any matter;
ii. form or join or participate in a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”), with respect to any voting securities of the Company;
iii. make or issue, or cause to be made or issued, any public disclosure, statement or announcement (including filing reports with the SEC) (x) in support of any solicitation described in clause (i) above, or (y) negatively commenting upon the Company;
iv. except pursuant to any exercise of any Warrant, the conversion of the Convertible Preferred Stock, or the exercise of the Participation Rights, acquire, agree or seek to acquire, beneficially or otherwise, any voting securities of the Company (other than securities issued pursuant to a plan established by the Board for members of the Board, a stock split, stock dividend distribution, spin-off, combination, reclassification or recapitalization of the Company and its Common Stock or other similar corporate action initiated by the Company);
v. enter into any discussions, negotiations, agreements or undertakings with any person with respect to the foregoing or advise, assist, encourage or seek to persuade others to take any action with respect to the foregoing, except pursuant to mandates granted by the Company to raise capital by the Company to KKR Capital Markets LLC and its affiliates; or
vi. short any of the Company’s common stock or acquire any derivative or hedging instrument or contract relating to the Company’s common stock.
{ See http://www.sec.gov/Archives/edgar/data/933136/000119312514030869/d666285d8k.htm }
Thanks BlueFoxx,
https://ascpa.wordpress.com/2013/12/11/3001/
We abandoned $24Billion in stock, that's why our ( net / Pure asset ) CL (Capital Loss) is $8.37B { See }
new Co will be between/around
342,857,143 + current outstanding shares = 545,000,000 shares { 8.37B CL + 5.96B NOL + ( current cash in wmih + reincorporated cash ) }
266,666,667 + current outstanding shares = 470,000,000 shares { 8.37B CL + 5.96B NOL + ( current cash in wmih + reincorporated cash ) }
the hability to convert CL into cash is the key, NOLs are much easier to convert IMHO
maybe New Co could also buy CLs + NOLs from others at a hard (no less than the received) discount... to leverage and grow in size
if we consider $600,000,000 (could be more or less) converted into new Co shares, and (around) $75,000,000 current WMIh cash; new Co would look (a share) like this
between
545,000,000 shares { 8.37B CL + 5.96B NOL + ( current cash in wmih: $75,000,000 + reincorporated cash: $600,000,000 ) }
{ ($15.377 CLs + $10.83NOLs + $1,22 cash) a share }
470,000,000 shares { 8.37B CL + 5,96B NOL + ( current cash in wmih: $75,000,000 + reincorporated cash: $600,000,000 ) }
{ ($17,80 CLs + $12.68NOLs + $1,43 cash) a share }
IMHO
but then,which is the FMV of those assets??
Then, you can be conservative and assign
1/6 to our NOLs to transform then into FMV
1/5 to 1/2 (20% to 50%) to our ( net/pure ) CLs to transform them into FMV
IMHO
Item 1.01 Entry into a Material Definitive Agreement
Additional Voting Agreements
In connection with the Offering, on December 19, 2014, the Company entered into usual and customary Voting Agreements (the “Additional Voting Agreements”) with certain existing significant holders of Common Stock (collectively, the “Other Holders” and each, individually, an “Other Holder”) that are expected to purchase shares of Series B Preferred Stock in the Offering, in substantially the form attached hereto as Exhibit 10.5, which is incorporated herein by reference. Pursuant to the Additional Voting Agreements, each Other Holder has agreed to vote all shares of its Series B Preferred Stock (on an as converted basis) and Common Stock that it holds on the record date for such vote in favor of the Reincorporation. Upon the closing of the Offering, KKR Fund and the Other Holders are expected to have, in the aggregate, (i) assuming the exercise of the Warrants by KKR Management, approximately 50% of the outstanding voting power of the Company and (ii) assuming the non-exercise of the Warrants by KKR Management, approximately 43% of the outstanding voting power of the Company. KKR Management has agreed it will not exercise the right to acquire Common Stock, in whole or in part, under the Warrants until on or after March 20, 2015.
Unlike the Voting Agreement with KKR Fund, the Additional Voting Agreements do not prohibit the Other Holders from transferring their Series B Preferred Stock or Common Stock to transferees who would not be subject to the Additional Voting Agreements.
The foregoing description of the Additional Voting Agreements is qualified in its entirety by the provisions of the Form of Voting Agreement, filed hereto as Exhibit 10.5 and incorporated by reference herein.
___________________
Item 3.02 Unregistered Sales of Equity Securities
Reference is made to the information provided in Items 1.01 and 7.01 of the Original Filing, which is incorporated herein by reference.
The Company agreed to sell 600,000 shares of the Series B Preferred Stock pursuant to the Purchase Agreement, and will issue such Series B Preferred Stock to the Initial Purchasers without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration set forth in Section 4(a)(2) of the Securities Act. The Initial Purchasers will offer and sell the Series B Preferred Stock to “qualified institutional buyers” without registration under the Securities Act in reliance upon the exemption from registration set forth in Rule 144A of the Securities Act. Subject to adjustment, the aggregate number of shares of Common Stock issuable upon mandatory conversion of the Series B Preferred Stock will be (i) a minimum of 266,666,667, assuming a conversion price of $2.25 per share of Common Stock, and (ii) a maximum of 342,857,143, assuming a conversion price of $1.75 per share of Common Stock. In connection with the Offering, the Company agreed to pay to the Initial Purchasers aggregate fees of approximately $27.5 million; however, a significant portion of these fees are conditional and payable after the Issue Date.
new Co will be between/around
342,857,143 + current outstanding shares = 545,000,000 shares { 8.37B OL + 5,96NOL + ( current cash in wmih + reincorporated cash ) }
266,666,667 + current outstanding shares = 470,000,000 shares { 8.37B OL + 5,96NOL + ( current cash in wmih + reincorporated cash ) }
the hability to convert OL into cash is the key, NOLs are much easier to convert IMHO
maybe New Co could also buy OLs + NOLs from others at a hard (no less than the received) discount... to leverage and grow in size
if we consider $600,000,000 (could be more or less) converted into new Co shares, and (around) $75,000,000 current WMIh cash; new Co would look (a share) like this
between
545,000,000 shares { 8.37B OL + 5,96NOL + ( current cash in wmih: $75,000,000 + reincorporated cash: $600,000,000 ) }
{ ($15.377 OLs + $10.83NOLs + $1,22 cash) a share }
470,000,000 shares { 8.37B OL + 5,96NOL + ( current cash in wmih: $75,000,000 + reincorporated cash: $600,000,000 ) }
{ ($17,80 OLs + $12.68NOLs + $1,43 cash) a share }
IMHO
What I see here is that our admitted by market value was less than $1 before KKR joined us, then we cemented a $1,32 to $1.48 base value { KKR warrants price ($1.48 and $1.32) } and now we are talking about $1.75 to $2.25 much larger/cemented base value a share... $2.25 at this rate and without making any new business yet
Following a similar strategy while adding a few profitable business to our shell company will mov€ this even fa$ter, IMHO
ps
can we digest 8.37B OL in 2 years?, how much capital & how many acquisitions we need to accomplish this goal??
Also,
At this rate { I mean 600,000 preferred shares "are" arround 560,000,000 USD in capital raise...} With the rest of the 2,400,000 preferred (in different steps with higher pps each...) we can easily raise another (arround) $2,3 Billion,....; in other words, we can be a $5B capitalization company really soon ..., dilution in the process would be HUGE with more than 1 Billion shares outsantding.... .
I know it makes no sense ::)
ps
being huge is the way to "digest" : $8.7Billion in OL and $5,96Billion NOL" and dilution the price you have to pay ,..., IMHO
Agree but honestly, I believe is quite good for WMIH, I believed it was going to be higher, I'm happy with it
besides FEd will probably increase interest rates gradually...
Yep, was this ever a PoS?, no, it was a Po$
Thanks so much for sharing this Temocat, really good news IMHO, the interest rate offered {...when, as and if declared by the Company's board of directors at an annual rate of 3.00%...} 3% is not very high,..., GOOD
ps
http://www.sec.gov/Archives/edgar/data/933136/000119312514448569/d839695d8k.htm
http://www.sec.gov/Archives/edgar/data/933136/000119312514448569/d839695dex101.htm
http://www.sec.gov/Archives/edgar/data/933136/000119312514448569/d839695dex102.htm
http://www.sec.gov/Archives/edgar/data/933136/000119312514448569/d839695dex103.htm
http://www.sec.gov/Archives/edgar/data/933136/000119312514448569/d839695dex104.htm
http://www.sec.gov/Archives/edgar/data/933136/000119312514448569/d839695dex991.htm
http://www.aba.com/Tools/Function/Legal/Public/edocketdocs/FDICLiborComplaint.pdf
This will bring monies to the receivership, and mayhaps to Class 8 holders, IMHO
LGL
also, no reporting to SEC means a few bucks saved IMHO
Jamie Dimon: U.S. Must Create a “Safe Harbor” Where JPM’s Corruption Is Not “Punished”
( See www.nakedcapitalism.com/2014/10/jamie-dimon-u-s-must-create-safe-harbor-jpms-corruption-punished.html
&
www.cnbc.com/id/101359549#. )
I found interesting the references to Mr Dimon in this video,
“I think Dimon wanted for all of us to go away and for no one to know what happened. Now, I think he is going to a Plan B, which we don’t know what it’s going to be yet.” this and other references here :
https://www.youtube.com/watch?v=AmcxXaKuPn8
a must see IMHO
also,
{ "... A review of random loan samples by Fleischmann and her team discovered approximately 40% were based on incomes that were overstated. The normal tolerance level by Chase was 5% ..." ( See http://en.wikipedia.org/wiki/Alayne_Fleischmann ) }
Yep, agree and thanks for the correction, certainly he is not a public employee..., however, those occupying such an important position have a paramount collateral public responsibility, IMVHO
Certainly, transparency is nowhere these days (only in the dictionaries and in the dustbins), it will take some time till it is integrated as an unavoidable part of the system; civil society (we) have to, slowly with our daily decisions, gradually, make it a reality, internet really helps in this commitment IMHO
I believe J Dimon has a deserved reputation of been a really smart and brilliant guy; let's say he is a powerful (banking) tool... indeed he is
The problem is the use you make of it; IMVVHO Mr Dimon (he and his bosses; after all he is a first/high class waiter...) has served awfully to the american people, JPM and many other banks are no longer financial institutions but criminal entities, IMO
{ Chairman Steve Miller. "is stupidity a crime?" exchange at 8:30 is priceless
http://www.businessweek.com/videos/2014-11-10/jpmorgan-whistleblower-calls-settlement-a-coverup }
I hope crime (white collar crime) becomes a $tupidity*, only then will stop; I believe this is Alayne Fleischmann's attempt
* : when the pric€ of crime becomes larger than the reward
ps
http://finance.yahoo.com/news/425-million-jackpot-wall-street-182929841.html
Excellent globeandmail article by GavinFisher re JPMorgan settlement and difficulties of being a whistleblower:
http://www.theglobeandmail.com/news/british-columbia/blowing-whistle-on-jpmorgan-loan-scheme-burdens-vancouver-native/article21898737/
"... “These are awful crimes; they’re not clean, sterile white-collar crimes,” she said ..."