The new GSA is incorporated into the Amended POR. They are not hiding it, is part of the POR just like the last one.

It is an amended GSA that all parties have agreed to. It corrects the problems that the judge pointed out in her opinion of Jan. 7. The new GSA is binding on the parties until April 30, 2011.

Everyone signed off. FDIC, WMI, JPMC and creditors committee.

Amended GSA now effective until April 30, 2011.

Section 7.3. Termination of Agreement. This Agreement may be
terminated by any Party, at their sole option and discretion, in the event that (a) the Board
of Directors of WMI (or the Operations Committee thereof, if applicable) shall have
failed to approve this Agreement, (b) any other Party hereto materially breaches any of
the covenants set forth in Article V hereof or any of its other undertakings in this
Agreement, or (c) the Confirmation Order is not entered by the Bankruptcy Court and the
effective date of the Plan does not occur on or prior to April 30, 2011; provided,
however, that, upon the joint instruction and notice provided by WMI and JPMC, and the
consent of the Creditors’ Committee and the FDIC Entities, the date set forth in
subsection (c) above shall be extended up to and including May 15, 2011.

What about the tax sharing agreement between WMB and WMI?

What exactly would a competing POR say? There are 7 billion in creditors that have to be paid before equity. Where would the money come from to pay them if the competing POR had no GSA? Would it just say the plan is to sue JPMC and FDIC and hope we enough money to pay the 7 billion and distribute what is left if any to equity?

It would be interesting. Big bank holding company structures are very complex. Mostly driven by tax issues and some by liability. This is why the FDIC pushed and got the authority to resolve holding companies in the latest reform legislation. I think they were baffled by how complicated Washington Mutual was.

WMB owned the Wamu Center, therefore Chase ended up owning it. WMI only leased offices in it prior to the seizure. After the seizure, WMI was forced to lease office space elsewhere.

Yes.

Lost audio???

She mapped out a road to getting the plan approved. The debtor has agreed to make the changes she asked for. They are talking about the logistics to make it happen. It is very obvious now that this thing is done. She will confirm the revised plan with the revised GSA and distributions will begin to creditors after fixing the PIERs votes. I hate to say it, but it is all over.

Why would the FDIC care about third party releases? They should only care about their release which the court found reasonable. What do they care about whether directors, officers or professionals are released?

My bet is that the parties to the GSA are busy negotiating the changes that judge requested. Prior to 1/31, the debtor will announce that the GSA has been amended to adhere to the request of the court and at the same time a revised POR will be filed based on that amended GSA. Of course there will need to be another vote and such, but it will be a done deal by then as we know how the judge will rule on that POR. She has already told the debtors what she will approve so they will adjust accordingly.

It's D&O insurance. It has no cash value.

You are kidding right? Even Mordicai says move on.

It would, but I don't think they need to. I think from the beginning we have all placed way more importance on JPMC getting the releases than perhaps they do. First the examiner says it will be hard to win any claims against them and now the judge says the same. Maybe JPMC will just figure, "bring it on". and figure that they will prevail.

I don't agree. She is clear that the plan is confirmable with the adjustments. No need for them to file another. Look at their press release.

January 7, 2011 8:03 PM EST
SEATTLE, Jan. 7, 2011 /PRNewswire/ -- Washington Mutual, Inc. (Pink Sheets: WAMUQ) ("WMI" or the "Company") today issued the following statement regarding the Opinion issued by the United States Bankruptcy Court for the District of Delaware (the "Court"):

WMI is pleased that the Bankruptcy Court found that the Global Settlement Agreement is fair and reasonable and that WMI performed a reasonable evaluation of the merits of the underlying litigation. WMI is also pleased that the Court suggested that the Plan of Reorganization is confirmable subject to limited modifications. WMI believes that the expeditious distribution of funds to holders of allowed claims is of paramount importance and intends to modify the Plan consistent with the Court's suggestions and will seek confirmation as soon as practicable.

WMI is also pleased that today the Court granted the Company's motion for summary judgment and denied the motions filed by holders of certain Trust Preferred Securities, finding that the holders no longer have any interests in the Trust Preferred Securities.

Additional details, as well as the Plan of Reorganization, Settlement annexed to the Plan, and related Disclosure Statement are available at www.kccllc.net/wamu

January 7, 2011 8:03 PM EST
SEATTLE, Jan. 7, 2011 /PRNewswire/ -- Washington Mutual, Inc. (Pink Sheets: WAMUQ) ("WMI" or the "Company") today issued the following statement regarding the Opinion issued by the United States Bankruptcy Court for the District of Delaware (the "Court"):

WMI is pleased that the Bankruptcy Court found that the Global Settlement Agreement is fair and reasonable and that WMI performed a reasonable evaluation of the merits of the underlying litigation. WMI is also pleased that the Court suggested that the Plan of Reorganization is confirmable subject to limited modifications. WMI believes that the expeditious distribution of funds to holders of allowed claims is of paramount importance and intends to modify the Plan consistent with the Court's suggestions and will seek confirmation as soon as practicable.

WMI is also pleased that today the Court granted the Company's motion for summary judgment and denied the motions filed by holders of certain Trust Preferred Securities, finding that the holders no longer have any interests in the Trust Preferred Securities.

Additional details, as well as the Plan of Reorganization, Settlement annexed to the Plan, and related Disclosure Statement are available at www.kccllc.net/wamu

Why would the debtor even need to entertain settlement discussions? Nothing in her ruling remotely says they need to settle with equity. All they need to do is get with FDIC and JPMC and adjust the releases, change a little wording here and there and file version 7. She will quickly approve that and the liquidating trustee will start distributing assets. Done deal. Trading in all the equity classes will be a blood bath on Monday.

Agree. All major points needed for POR passage were approved. Most of the opinion reads just like the examiner report. Basically the only objections to the plan she agrees with ones not brought by the EC. She references a few of the individual objections. Mr. Thoma and Schnabel. Looks like all the debtor needs is to clean up the releases and PEIRS rights and they are good to go.

I know you will bash me, but this is very bad news for common.

Check out the back page of the A section of today's WSJ. Full page ad from Quinn Emanuel. Heading says:

In 2010, the economy continued to suffer serious blows, but it was our opponents who were knocked out.

It then lists their victories. There are dozens. Second one on the list says:

WON, with co-counsel, settlement of approximately $7 billion (subject to court approval) for estate of Washington Mutual in litigation with JPMorgan Chase.

It has been fairly well established that the headquarters building as well as the art in it were owned by WMB and were sold by the FDIC receiver to JPMC. It sounds nice, but it is not "our art".

Thats a stretch. If that was the case, there was no need to even deny the motion, especially within hours of it being filed. She could have just let it ride. I think she was sending a message that this new argument is not going to be considered.

Means she has denied their request to supplement their POR objection with this new information. Means she disagrees that the new info somehow means the plan should be denied. Not a good sign for EC. Sounds like she wants no more arguing. She didn't even wait to see if Rosen wanted to object to the motion before quashing it.

Don't everyone get all excited about the latest EC motion that Peg was referring to in her article. It has already been denied by the judge.

http://www.kccllc.net/documents/0812229/0812229101221000000000008.pdf

Looks like the judge disagrees that it is an excellent strategy. She denied the EC motion. Didn't take her long.

http://www.kccllc.net/documents/0812229/0812229101221000000000008.pdf

There were over 700 objections to the the original DS that were considered to be objections to the POR. They are all logged and dealt with in filings prior to the hearing. That is what she is referring to.

Who will finance the appeals? If the POR is approved, the EC is dissolved and can no longer bill the estate. Someone with deep pockets would need to foot the bill for appeals process. United International?

I believe it can be approved. Stranger things have happened in BK courts. Should it be approved is another question. In every contested BK, objectors make the argument that the POR is unfair, not legal, etc. 99% of the time they are approved anyway. Heck, just look at GM. That got done within weeks and was more controversial than this one. Creditors take haircut, unions get a slice and equity wiped out. Not fair, but approved.

Not a matter of law on anyone's side. If TPS has settled then that is one less big objector to the POR. Makes it easier to approve.

Just so we are clear. The Killinger thing is the officers and directors (including Kerry) objecting to the debtor wanting to book zero value for any potential liability claims they might have in the future due to litigation they may be defendants in. The debtor is claiming that nothing should be set aside when money is distributed to creditors. The officers want an amount set aside just in case. One of the reasons this is a problem for officers like Kerry is that the GSA excludes them from the releases. They are not protected from future lawsuits and want to make sure the estate continues to pay for their defense.

Some version of a POR will be confirmed and when it is Creditors will come first no matter what. Every month this goes by, creditor interest goes up and legal fees eat through the estate. Even in a dream scenario where equity gets to fight thru 6 or 7 years of litigation, creditors will still get the first 7 to 8 billion plus interest. What makes people think even if equity prevails that there will be any money left is beyond me. A revised POR will be confirmed shortly. imo.

They aren't "finding" money to settle with Tricadia. They are only agreeing to what their creditor claim is. They will stand in line just like the other creditors and get their share of the total pot. The pot is not increasing, only the people lining up to dip their beaks in. Meanwhile, equity falls farther back out of the money.

Bonderman came on the board in April, left in October. (WMI board, not WMB board) Also, he didn't "bring" anyone on the board with him. I think you are referring to Larry Kellner. He was named as an observer representing TPG, but was not filling an actual board slot.

Also the "list" on the second slide is not a list of board members. It is a list of officers of WMI. Not the same thing. The board remains the same as pre petition with the exception of Bonderman and Chazen. They have since resigned.

His name is not Tishman. It is Alan Fishman. He was the CEO of WMI at the time of the BK filing. Fishman never had a chance to stand for election. He was appointed to the Board in Sept. 2008.

Yes, lots of lawyers wanted this one. In fact Susman originally pitched to be the firm representing the creditor committee and were passed over in favor of Akin Gump. Make no mistake, the lawyers are in it for the themselves. Right and wrong has nothing to do with it. As soon as the money dries up they will disappear into the ether.

Since everyone is offering up their predictions. Here are mine.

1. Hearing on Hoffman thing will be continued. Not heard on 17th. In fact entire omnibus may be canceled.

2. Prior to year end the ruling will come down approving the POR stating that the debtor has agreed with the Judge's requests for adjustments to releases.

3. Headlines in the news will praise the judge for a solution to such a complicated case that pays creditors 100 cents on the dollar. Unprecedented in a case this large. They will mention that shareholders were shafted, but will treat it as no big deal since shareholders are always shafted in BK.

4. There will be no appeal. The well will be dry for paying attorneys. Ask yourself who would be willing to fund the fight? Most are forgetting that the EC is disbanded upon the POR confirmation.

4. The liquidating trustee will begin distributions to unsecured creditors shortly after the first of the year.

IMHO, but an informed opinion after talking with two BK lawyers that practice in Delaware.

Shareholder lawsuits are no big deal. Every big company has one or two going all the time. D&O insurance covers them. If all that comes out of this is a class action from former shareholders of WMI, then JPMC will consider it only a nuisance.

I guess given recent events his expertise is high profile celebrity divorce cases.