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hotmeat, you should reread my post earlier. read the wordings of the two documents carefully.
It clearly states Wand is "buying" (aquisition) Eclipse and Wand is "merging" into NSM.
Mergers and Aquisitions are not the same. I am not sure what is in Eclipse but I am pretty confident that it is not NSM.
These are two different transactions. Wand will not be merging into NSM as an empty shell sub. It must have something to merge with NSM. The NOLs are sitting at WMIH parent, not in the sub (Wand).
That's why Wand is buying Eclipse (not clear what is in Eclipse at this time) and merging into NSM - which is a company servicing mortgages.
Somehow Deutch Bank is involved in the middle. That's why, IMO, there is a good chance Eclipse could be the entity that is holding the left over loan portfolio from the DB trust.
I'm not sure if safe harbored assets are in Eclipse. I'm just guessing. All I'm pretty sure right now is that Eclipse is not NSM. So what is in Eclipse?
Wand is buying Eclipse and then merging into NSM. That's what I'm reading from this filing.
So what is in Eclipse? that requires Deutch Bank to be involved in this Eclipse Project?
Could be a combination of shares and some financing. Dont know for sure.. all I am confident right now is that Eclipse is not NSM. And a bunch of banks are involved with this including Deutch Bank.
Eclipse is not NSM!
Let's take a look at the filing carefully.
[url][/url][tag]https://backend.otcmarkets.com/otcapi/company/sec-filings/12555007/content/html#D539539DEX104_HTM[/tag]
Wand Merger Corporation is a sub of WMIH.
Wand Merger Corporation is "merging into" NSM
Read the following:
On February 12, 2018, WMIH Corp. (“ WMIH ”), Nationstar Mortgage Holdings Inc., a Delaware corporation (“ Nationstar ”), and Wand Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of WMIH (“ Merger Sub ”), entered into an Agreement and Plan of Merger (the “ Merger Agreemen t”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Nationstar (the “ Merger ”), with Nationstar continuing as the surviving corporation and a wholly-owned subsidiary of WMIH.
Then in the project eclipse commitment letter below, it states that Wand Merger Corporation is buying (acquiring) Eclipse. That's what the financing commitment letter is about.
Again, Eclipse is not NSM! It is a different entity that Wand Merger Corporation (a sub of WMIH) is buying before it merges into Nationstar.
IMO, I think Eclipse is the remaining safe harbored loan portfolio that Wand is purchasing before it merges with Nationstar so that it can service it with the merged entity.
Read the following:
You have advised each of Credit Suisse AG (acting through such of its affiliates or branches as it deems appropriate, “ CS ”), Credit Suisse Securities (USA) LLC (“ CS Securities ” and, together with CS and their respective affiliates, “ Credit Suisse ”), Jefferies Finance LLC (“ Jefferies ”), Deutsche Bank AG Cayman Islands Branch (“ DBCI ”), Deutsche Bank Securities Inc. (“ DBSI ”, together with DBCI, “ DB ”), HSBC Bank USA, National Association (“ HSBC Bank ”) and HSBC Securities (USA) Inc. (“ HSBC Securities ” and, together with HSBC Bank, “ HSBC ” and, together with Credit Suisse, Jefferies, DB, HSBC and any Additional Commitment Party (as defined below), collectively, the “ Commitment Parties ”, “ we ” or “ us ”) that Wand Merger Corporation (“ Buyer ” or “ Borrower ”), an affiliate of WMIH Corp. (“ WMIH ”; WMIH together with Buyer, “ you ”), intends to acquire (the “ Acquisition ”), directly or indirectly, all of the outstanding equity interests of the entity previously identified to us by you as “Eclipse”, a Delaware corporation (the “ Company ”). You have further advised us that, in connection with the foregoing, you intend to consummate the other Transactions described in the Transaction Description attached hereto as Exhibit A (the “ Transaction Description ”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description or Exhibit B (the “ Term Sheet ”; this commitment letter, the Transaction Description, the Term Sheet and the Summary of Additional Conditions attached hereto as Exhibit C, collectively, the “ Commitment Letter ”).
barefoot, it still looks good. assuming 35 billion in illiquid assets coming back with total post NSM merger shares of 1 billion plus 3.5 billion shares exchange with escrow, you are still looking around $7 to $8 a share in the end, so about 20 to 30% dilution. Still pretty good. This is discounting everything except the illiquid assets that you are merging with. If you account for business value of the merged enterprise, you might be back at $10 a share. So this is still looking pretty good. That's my target for my WMIH holdings - $10 a share.
I think I have enough for now. No matter how this pays out, 75/25, or pass through like AZ says, I should be more than fine.
I also think thats why the employee claims have been dragged out this long. WMILT has zero control over safe hatbored assets...so it has to avoid getting dissolved long enough to act as pass through for safe harbored assets return. Thats why its using the employee claimsbas bs excuse to hang around long enough for returning assets.
My wife will kill me if I buy anymore! lol
AZ, I think you may be right. Any safe harbored assets were bankruptcy remote so I dont think POR 7 could have legally addressed them in the 75/25 distribution.
I'm just tired of waiting. I hope this thing ends soon with the closing of this merger by June. I just want a release and see whats behind the curtain.
Can anyone fill me in? I havent been able to keep up with the board for some time. Has DB Feb payment been made? Was there a confirmation? Anyone following the paper trail?
You never know. Only a few hedgefunds owns most of the escrow. So, they could potentially strike a backroom deal with KKR and take this private before safe harbored assets return. Not likely, but dont let your guard down. Nobody on this board is 100% certain how or when safeharbored assets will return. They cant change escrow ownership but they can still take WMIH private. So lets just cover all our bases.
I agree with Jinsong. I believe we are in a critical period. We have waited 9 years...why give up hope now. As LG is saying, there is a possibilty that big money will pull some shinanigans and try to rob us blind at the last minute by taking WMIH private. I am certain that DB trust has our safe harbored assets. I am not 100% sure that they will pass through directly to escrow. What if for some reason, it goes to WMIH. I know there are many arguments against that scenario but I want to cover all bases. That's why I'm holding a boat load of both WMIH and escrow markers. All I am certain of is safe harbored assets exists. I am not certain of how they will be returned. Nobody on this board knows for certainty how they will be returned.
If we give up now and stop being active on this board, big money might just take advantage of the quiteness and rob us blind in the last minute. We need to be vigilant until D-day. If for some reason, KKR tries to take WMIH private, we need to be ready to oppose it. Keep the pitchforks sharp and ready.
I truly believe we are sitting on a gold mine. There is a reason why the hedgies havent brought up class action lawsuits. Remember, they get their money same time as us. Think lucky and stay lucky...but ready the pitchforks just in case.
I'm also pretty sure payout will happen this year. with WMIIC dissolved, I think chances of us seeing money will be slim if payout doesnt happen this year. Lets just hope it happens before summer. I would love to celebrate for a few months this summer...go on a little victory tour.
I know the statute of limitation has expired...but that doesnt mean you cannot tie up the money in court with fraudulent lawsuits.
When the escrow payout happens, it will be swift and all at once. I cannot see them dragging it out over decades with quarterly distributions. It will just leave too much liability in potential lawsuits from unsatisfied escrow owners and unreleased shareholders. If the distribution happens all at once and with minimal notice, the receivers will have the advantage of possession and the distributed nature of the assets will make it a hard target for potential class action lawsuits. When it comes to lawsuits, possession is 90% advantage.
Perhaps, this is why the payout is taking so long. There must be liquidation of remaining MBS going on behind closed doors...and its just taking a long time to complete in a non-distressed manner.
Johnny, I think you are right. Now that both Wamu 1031 exchange and WMIIC has been dissolved this delaware trust is the only possible path for the DB trust assets to come through.
LG, I think it said no earlier than Jan 2018 nominal distribution date. That's why I'm trying to figure out if a distribution was made and if not, I want to know if DBNTC will release a PR once a distribution is made.
Has anyone contacted DBNTC to confirm if a January trist distribition was made to the "Wamu Securities" as stated in the December press release?
LG, wouldnt DBNTC be required to report something if they did make a distribution last week?
LG, WMILT will report and base the distribution to Piers based on what it had as of 12/31/2017. It is possible that we may have to wait another quarter if the DB trust distribution occured last week. I was hoping WMILT would be required to file an 8k or something equivalent if it did get a bunch of safe harbored assets back last week from the DBNTC. I just want to find out if the DBNTC distribution did take place last week.
Wouldnt the DB trust payment come electronically through the DTC to the "wamu securities" that are presumably held by WMILT?
Not looking for escrow distribution today. I just want to see DB distribute to "wamu securities". I'm hoping if the cash hit the accounts under WMILT today, they might be forced to distribute to escrow on the Feb 1st...or at least pay off PIERS.
No DB distribution today? Anyone have confirmation?
AZ is right! If WMMSC was originally sold then it wouldnt need to be merged into JPM in Dec 2017 with the dissolution of Wamu 1031 Exchange.
Any updates on DB distribution today?
AZ, have you come across any documents stating that WMILT must pass through immediately any bankruptcy remote assets (DB safe harbored trust assets) and cannot retain it for a later date waterfall distribution? I'm just a little worried that if DB distributes on tomorrow, WMILT can somehow keep it underwraps in that new Delaware sub that the Wamu 1031 Exchange dissolved into.
Johnny, the question I wouldn't mind getting an answer from Gallagher is if any assets passed through WMIIC between June 2016 when they first announced dissolution and today when it is officially dissolved. I would love to hear him say on the record that no assets passed through WMIIC during that period. Lol!
Isnt it interesting that WMIIC dissolution is timed with this DB release of trust funds? when in fact WMIH first disclosed that they were in the process of dissolving WMMIC back in June of 2016? Why would dissolution of a sub take over 1.5 years if it truly had no assets or liabilities? it doesnt take 1.5 years to dissolve an empty shell.
I always thought employee parachute claims were hopeless unless they can prove that the bank was run well and solvent and the liquidity crisis was out of their control. So, if they just wait until after the old wamu shareholders (escrow) gets paid, they can claim proof of solvency and get the parachute payouts. I think escrow is about to get paid within a month or two. That is the reason why they extended WMILT another 3 years and pushed the employee claims court date to August. They need to delay until after escrow has been paid to have their day in court.
WMIIC dissolved! This is good news! The end is very near. Once the money starts flowing from DB probate to those "Wamu Securities" and we still dont hear any recognition of said money from WMILT, then we know we have been duped. If we start hearing about said money from WMILT then HLCE for escrow holders. Either way, our suffering from the uncertainty will end soon.
WMIIC dissolution is a great development. It just reduces the uncertainty of our safe harbored assets return to just WMILT now. We dont need to read into whether the assets passed through WMIIC or not before dissolution. We just need to now be concerned with whether WMILT has legal obligation to disclose DB probate money returning to those "Wamu Securities".
Amen, brother! I think everyone who is pro escrow, should just be focused on figuring out when the safe harbored trust assets will be released. As to how that will be distributed to which escrow markers should be irrelevant for discussion. We will all get paid and none of us can change what percentage of the loot we'll get at this point. Waivers have been signed and statute of limitation for lawsuits have passed. Let's just focus on the loot and let the distribution percentages be whatever it will be.
AZ, I do not understand why people are so upset with anything posted on here. Its not like anyone on here can personally affect their escrow holdings at the point. Everyone here is an observer at this point. We will know soon when the safe harbored trust money returns whether it will use WMILT as a simple pass through or return to the estate to be distributed as POR7. Why get upset? Just wait a little longer for the first payment to hit and people will quickly find out the true outcome. I personally hope you are right, as I beilieve I'll get paid a lot more but I'm ok if you are wrong also..I'll still get paid a boat load. So why is anyone sweating over this?
Thanks AZ. My understanding is that they froze payments on all the notes since bankruptcy correct? since the last variable matured in Nov 2017, maybe its no coincidence that they are about to release money from DB probate.
AZ, what was the original maturity date of WMB note holders? Thanks in advance!
Thank you CBA09 for the clear and concise answer.
One more question, can WMILT hold the distribution from the trusts once DB releases the funds from the probate without passing it on immediately to the escrow markers? Is there a legal means for WMILT to treat the returning safe harbor assets as property of the bankruptcy estate and be able to hold it without passing it through immediately to the escrow markers?
I guess my question is, can we expect more delays from WMILT or the bankruptcy court if DB start releasing the funds in January?
Lol! Yes, but if we keep predicting news for everyone of these, our probability of being right eventually is 100%! :)
Ahh! totally forgot! Thanks Ron. Let's hope for news Friday after hours or Tuesday morning then.
I think this may actually touch $1.10 before close. Keeping my fingers crossed for news tomorrow or Monday!!
Absolutely not. Exactly the opposite.
Escrow owners should be proud of their investment. When it finally pays out, they will have beaten all market odds and get paid out xx to xxx times their investment for a first of a kind bankruptcy play in history.
Escrow owners will be able to leave a legacy and tell their grand kids that they participated in "The Big Long".
If for some reason, escrow do not get paid, then you should equally not beat yourself up. Many shrewed investors played this and based on very good circumstantial evidence, thought this was a great investment. Once again, since there has been nothing like this in bankruptcy history, you couldn't have known any better.
gg4, I stopped following lehman around 2011 and only stuck to wamu since. but i do remember reading some articles last year about their bondholder already gotten paid 60 cents on the dollar when originally they were expecting less than 20 cents during the bankruptcy. the estate is still unwinding but i dont think their equity will be getting anything. their case was different than wamu. lehman basically got screwed by barclay and jpm for withholding their cash.
anyway, i was just wondering if there were any bankruptcies in history other than those related to the 2008 financial meltdown, where it took more than 9 years to resolve and pay out equity. i cant think of any. so when our escrow markers get paid, we will be the first so.... i guess what i'm trying to tell myself is not to feel too bad for misestimating the expected payout time period when there really isnt any precedents in history to draw a lesson from.