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What confines? The entire NSM acquisition (including the financing) was done without bankruptcy court approval. The reorganized debtor emerged from bankruptcy in 2012.
12/4/19 8k
Mr. Cooper Group Inc. (the “Company”) has announced that Chris Marshall, Vice Chairman and Chief Financial Officer, will attend the Bank of America Merrill Lynch Leveraged Finance Conference on December 4, 2019, in Boca Raton, FL. The Company intends to use the presentation furnished as Exhibit 99.1 to this Form 8-K at investor meetings during the conference. The presentation discloses, among other things, that (i) interest-rate lock volume was $4.8 billion in October 2019 and estimated at $3.5 billion in November 2019, with Originations pretax margins averaging 1.1%, reflecting typical seasonal patterns, and (ii) prepayment speeds have remained high so far in the fourth quarter, with forward owned CPRs of 20.3% in October 2019 and 17.8% in November 2019.
Investor Update link:
https://www.sec.gov/Archives/edgar/data/933136/000115752319002317/a52139489ex99_1.htm
Boardpost has a pdf file showing her objection. Apparently KKC got the title to her objection wrong. She titled it as an objection to the closing. Basically, she has argued that her appeal is pending, she has the right to be heard, due process requires it, that she has a motion to withdraw the reference pending. She argues that the personal information for equity should be maintained as well as all records of the trust for another three years.She attached an exhibit showing MBS totals through the years.
From the title of her filing it seems Alice might be trying to set aside the confirmation of the plan itself, not just the closing of the cases. Maybe she is arguing that The disclosure statement was deficient/deceptive with respect to the underwriters claim and that the plan itself illegally gives the underwriters more than their creditor claim. Should be an interesting read.
And Coop shares in any such proceeds per terms of POR 7. If I recall correctly 20%.
In paragraph 8 of the Declaration of MW at
http://www.kccllc.net/wamu/document/0812229120213000000000021
it states that in POR 6 the litigation claims and causes of action were to be put in a trust separate and apart from the liquidation trust. At page 35 of the Disclosure Statement for POR 7 it states that the litigation proceeds are not part of the liquidating trust assets. Just because the litigation committee was disbanded does not necessarily mean nothing was received. The claims (perhaps one against the fdic receivership or corporate) were already amicably settled by agreement which does not kick in until certain contingencies are met which obviated the need of the litigation committee. And since the litigation proceeds are not part of the assets of the liquidating trust, the proceeds have not been reported in the quarterly reports. And perhaps millions of dollars are still set aside for legal fees in the winding down to show the fdic, etc that there is still money to fight any breach of those agreements. Just food for thought.
BBAN, the declaration doesn't say that. In that paragraph it is said that P's would have to be paid first if the bankruptcy court ruled that absolute priority still had to be adhered to. This is the link.
http://www.kccllc.net/wamu/document/0812229120213000000000021
The LT filed a misleading s.e.c. filing in that it said the stipulation was done in accordance with the terms of POR 7. The truth was that the stipulation was done in accordance with an ultra vires non-permissible LT amendment to POR 7. This "unclean hands' behavior itself precludes the court from applying laches. In addition, Walrath even admitted that Alice's objection was timely according to the bankruptcy code. Class 18 did not have to pursue their claims until the golden parachute issue was fully litigated (5 years plus), because it made sense until Class 18 knew the waterfall would reach Class 18. Why isn't Alice afforded the same lattitude? It did not make sense for Alice to pursue the underwriter issue until the waterfall was within reach of Class 19. The bankruptcy was delayed for years by no fault of Alice. It seems to me any party who has not received his/her/its rightful distribution has the right to object up to and including the filing of a 350 motion.
Bban, if Alice's case did not have merit, Walrath would have addressed Alice's arguments head on. Walrath did not rule on the merits of Alice's objection, instead she used laches to overrule Alice's objection. Alice has cited delaware cases which clearly establish that the LT waived that defense because the LT failed to plead it, that Walrath could not raise laches on her own, and that even if Walrath could raise laches, the element of prejudice was not proven/established. The LT failed to mention any cases to dispute Alice's authority.
LT Quote: "that cancellation thereof is appropriate in order to avoid inconsistency and
misunderstanding in the marketplace. WMILT submits that such cancellation of escrow
markers/escrow CUSIPs will not prejudice any party as no additional distributions will be made".
How is any inconsistency and misunderstanding going to happen? I could understand this happening if some kind of new marker is going to be issued. Any other way? I guess cusips do not cost anything to maintain and keep otherwise the LT could have used cost as an excuse.
How can eliminating the markers not prejudice P holders who are entitled to be reimbursed for the 1 per cent P's were shortchanged should Alice prevail in her appeal? This in itself affects Alice's appeal, which the LT states elsewhere in the 350 motion that will not be affected one bit by the closing. Sure.
She is not in violation because she is acting pro se in the district court now and when mediation was occurring. She elected to have counsel in Walrath's court, and her counsel probably told her Walrath wouldn't let her talk/argue since Alice now had attorneys of record to speak on Alice's behalf. So Alice filed the pro hac vice motion to prevent Walrath from silencing her. Pro hac vice means for or on this occasion only. Occasion refers to the objection hearing in Walrath's court. The district court is another matter and it appears Alice is handling the appeal all by herself.
If Alice were representing someone other than herself you would be correct. She was not required to hire the law firm during the objection hearing, she elected to do so. Everybody (including attorneys) are free to represent themselves without an attorney in every jurisdiction in the USA.
Nor is it explained why Doreen and Chad are to manage the wind up. Seems to me no expertise is required at this point, except for maybe which records need to be destroyed first.
I would add that Walrath has jurisdiction for 14 days over her order after it is signed. Anyone who has had their timely objection over-ruled can appeal to the district court but the appeal does not stop the closing imo unless a stay is issued by the district court. I do not know whether a bond would be necessary or the cost thereof. Who would be hurt? Seems to me the distributions to Class 18 could still go forward. I do not think unnamed charities could claim harm. But it does seem someone wants to get these cases closed around year end for some reason.
Perhaps relevant beneficiaries would be those that later provide the LT with their respective current addresses so that a distribution can be made to them .
Yes the LT was given the right in the POR to give the remaining balance to charity especially if Walrath gives her approval. Walrath does not have to sign on the 19th. She can take the matter under advisement and pen her own order. Once she signs the order, Walrath will still have jurisdiction to alter, amend, or withdraw it. So the closing of the bankruptcy at the earliest will not happen until January 2nd 2020.
Because if the stipulation is deemed to be an ultra vires act and defacto amendment to the POR, it means the releases the P's gave to the fdic and jpm can arguably be deemed invalid because the P's didn't get paid all the consideration the P's were promised.
Does this 2018 Amendment to the Delaware Statutory Act provide a substitute mechanism for escrow cusips?
From article at
https://www.rlf.com/showarticle.aspx?show=7429&nonmobile=1
I. Use of Blockchain Technology to Store Trust Information, Issue Shares, and Conduct Trust Business
Amendments to Sections 3801(a), 3806(f)(2), 3806(g)(2), and 3819(d) provide confirmation that distributed ledger and database technologies (commonly referred to as blockchain technology) may be used to store trust information, issue shares, and conduct trust business. These amendments are intended to further Delaware’s position as a leader in the implementation of rules and regulations related to the use of blockchain technologies by business entities.
Specifically, the amendment to Section 3801(a) provides that the registration of a beneficial interest in a statutory trust may be evidenced electronically, including by means of distributed electronic networks or databases. Likewise, the amendments to Sections 3806(f)(2) and 3806(g)(2) provide that a vote or a proxy of the beneficial owners or the trustees, respectively, may be provided by electronic transmission, including by use of distributed and non-distributed electronic networks or databases. Finally, the amendment to Section 3819(d) provides that the records of a statutory trust may be maintained by means of any information storage device, method, or distributed or non-distributed electronic network.
Goodietime you can file an objection with the bankruptcy court with respect to any issue in the motion you disfavor without objecting to the closing itself. If the records go poof in a year, so does legacy equity's ability to get answers if nothing comes forward and possible legal recourse. I have lost all faith in the LT because one does not seek to destroy records if one has nothing to hide. I view the situation like this. The LT Trustee and Rozen have put legacy shareholders chances of recovery in a casket, the Tab members are the pallbearers carrying the casket to the cemetery, Walrath is already at the grave site with shovel in hand, and Alice is at the gates of the cemetery trying to block them all suspecting that grave robbing has been pre-planned, while spectators along the way drool thinking what is happening is a good thing.
Isn't it amazing that the LT would rather donate monies to charity than pay storage fees for five additional years? Seems awful sinister to me. What do they want shredded?
JPM never owned the stock of WMB. It merely bought the assets of WMB.
The FDIC Libor litigation is still ongoing. FDIC is suing for $400 billion on behalf of 38 failed institutions of which WMB was the largest. The suits were filed in New York and London. The libor claim mentioned in the 350 motion is unrelated to the FDIC litigation. See https://www.isdafixantitrustsettlement.com/
Since WMB stock was never transferred to the LT and was abandoned before the effective date of the POR to the FDIC, the question remains--- Does Coop reap the benefits of the FDIC Libor litigation after all other creditors in the receivership are paid?
No Alice is not withdrawing her appeal. Her motion is attempting to deny Judge Walrath the ability to rule on the yet to be filed Motion to close the bankruptcy until the district judge renders an opinion on her appeal. The letter from the LT indicates imo that the LT will not ask Walrath to rule on such a motion to close until the district judge rules on Alice's withdrawal motion. Nothing really is stopping the LT from filing the motion to close, other than it would make them look bad. Technically, if the motion to close were filed, and the district court had not heard the motion yet, Walrath could order the closure after hearing objections on the december date because Walrath still would have jurisdiction to do so. Alice's appeal by itself imo would not be an obstacle to closing the bankruptcies as long as everything is administered. If the district court reverses Walrath, the LT would have to follow it (unless further appealed) and nothing is really required on Walrath's part.
Federal Judges do have a backlog of cases and quite a workload. So he will get to Alice's appeal when he gets to it. Doubtful he even read the briefs yet. Hopefully, Alice's motion gets a hearing date soon and this expedites the matter. Hope he isn't as slow as Sleet.
With respect to the actual number of shares P legacy share holders were shortchanged, I believe Coop itself could be sued. The reorganized debtor escrowed these shares with the LT acting as escrow agent. The fact that the reorganized debtor delegated the responsibility to distribute the shares to its agent, does not relieve the reorganized debtor from liability. Coop could then counter sue its agent the LT. IMO, if the district court rules in Alice's favor, the LT will make the P legacy shareholders whole without litigation.
Ten year treasury yield up today at 1.95% , 30 points higher than at end of 3rd quarter.
According to several war historians, the original Humpty Dumpty was not an egg, not a chicken, not a man but a CANNON. ... The rhyme came about because as Colchester was under siege, one of the cannons from the attacking side managed to destroy the wall 'Humpty Dumpty' was positioned on.
An attorney is prohibited from sharing fees earned with non-lawyers.
But the LT cannot settle in a manner which was prohibited by the terms of the governing instrument. Under Delaware Statute the trustee must follow the terms of the governing instrument. Since you believe nothing is coming back, why does Alice's appeal irk you so much? What does it matter to you whether the closing occurs next week or two years from now?
It is not odd. It is necessary . Otherwise every contract would be subject to dispute and litigation. To avoid this from happening the law evolved to institute the parol evidence rule. The parol evidence rule prevents the introduction of evidence of prior or contemporaneous negotiations and agreements that contradict, modify, or vary the contractual terms of a written contract when the written contract is intended to be a complete and final expression of the parties' agreement. Here POR 7 is the complete and final expression.
It is more like you sell your house and the escrow agent gives part of the purchase price proceeds to your neighbor.
Why is it so hard to understand that POR 6 was not adopted and is meaningless and is of no legal significance whatsoever. Moreover, the court stipulation merely stated the underwriters claim could be treated as "equity" and did not specify either preferred or common. The definition of "preferred equity interest" in POR 7 forbids the underwriters claim from being paid from preferred shares.
I would add that Walrath is inconsistent. LT had to pay Grant Thornton $5 million or so for work it did not do basically because it was in a court order along with other claimants to pay Grant Thornton. Well POR 7 is a big fat court order too. And it basically said that the underwriters could not be paid from the prefered equity interest pool. Nevertheless Walrath ignored what was mandated by the court ordered POR. So in Grant Thornton she ruled she must follow what was in the order. Then in Alice's case she ignored what was in the order. The only way to reconcile the two, is that both screwed equity.
If I recall correctly, Walrath's decision was in docket entry form and not published. If settled the District court will not issue any opinion. So it would be difficult to cite Walrath's decision as precedent.
What is funny is you looking for answers from Ron. lol.
If you look at the situation at hand, Alice has really put Rosen and Walrath in a tough spot. If Rosen goes ahead and files his motion for Final Decree, in the eyes of the district court Alice is justified in filing for withdrawal because it confirms that Rozen is trying to ram rod this thing through and render Judge Andrews impotent in the matter. The fact that a December hearing is already set for a motion not yet filed, makes Walrath look complicit in Rozen's ploy. And if Rozen goes ahead and files, he knows Alice will certainly file her objection to a Final Decree on the basis of her appeal and withdrawal motion. And Rozen also knows that Walrath will be hesitant to grant the Final Decree , because by doing so Walrath is stepping on the shoes of Judge Andrews with a Withdrawal Motion pending. And Rozen knows, that even if Walrath approves Rozen's motion, Alice has the right to appeal the bankruptcy closing on the grounds that her objection was not granted, and have this appeal consolidated with the one already on appeal. It seems any bond would be minimal, because the LT would not be prohibited from paying Class 18 which according to the LT is the only relevant party. Also, once the U.S. Trustee is informed of the Withdrawal and Appeal, and after realizing that P's were shortchanged $1.4 million , he just might sit on any paperwork Rozen needs from him in the interest of justice. Given the time lines in this, short of a settlement with Alice, there is no way anything flowing to equity could be done in 2019.
There were two set aside pools of wmih shares. One was to pay creditors from the common equity interests . The other pool was to pay creditors from the preferred equity interests. Any shares in the preferred pool not used to pay the creditors and left over were then to be redistributed to the other p holders. Likewise, any shares in the common pool not used to pay the creditors and left over were to be redistributed to the other common holders. So the p's were shortchanged the 1.4 million shares and need to be made whole. Alice is first and foremost arguing that the underwriters were entitled to nothing and that the 1.4 million shares should be returned to the p holders. The money can either come from monies from the underwriters, monies earmarked from Class 18, insurance proceeds from the LT's errors and omissions insurance policy, or the shares left in the disputed equity account currently earmarked for commons.
Delaware Statutory Trust Law
§ 3819 Access to and confidentiality of information; records.
(a) Except to the extent otherwise provided in the governing instrument of a statutory trust, each beneficial owner of a statutory trust, in person or by attorney or other agent, has the right, subject to such reasonable standards (including standards governing what information and documents are to be furnished at what time and location and at whose expense) as may be established by the trustees or other persons who have authority to manage the business and affairs of the statutory trust, to obtain from the statutory trust from time to time upon reasonable demand for any purpose reasonably related to the beneficial owner’s interest as a beneficial owner of the statutory trust:
(1) A copy of the governing instrument and certificate of trust and all amendments thereto, together with copies of any written powers of attorney pursuant to which the governing instrument and any certificate and any amendments thereto have been executed;
(2) A current list of the name and last known business, residence or mailing address of each beneficial owner and trustee;
(3) Information regarding the business and financial condition of the statutory trust; and
(4) Other information regarding the affairs of the statutory trust as is just and reasonable.
(b) Except to the extent otherwise provided in the governing instrument of a statutory trust, each trustee, in person or by attorney or other agent, shall have the right to examine all the information described in subsection (a) of this section for any purpose reasonably related to his position as a trustee.
(c) Except to the extent otherwise provided in the governing instrument of a statutory trust, the trustees or other persons who have authority to manage the business and affairs of the statutory trust shall have the right to keep confidential from the beneficial owners, for such period of time as such persons deem reasonable, any information that such persons reasonably believe to be in the nature of trade secrets or other information the disclosure of which such persons in good faith believe is not in the best interest of the statutory trust or could damage the statutory trust or its business or which the statutory trust is required by law or by agreement with a third party to keep confidential.
(d) A statutory trust may maintain its records in other than a written form, including on, by means of, or in the form of any information storage device, method, or 1 or more electronic networks or databases (including 1 or more distributed electronic networks or databases), if such form is capable of conversion into a written form within a reasonable time.
(e) Any demand under this section shall be in writing and shall state the purpose of such demand. In every instance where an attorney or other agent shall be the person who seeks the right to obtain the information described in subsection (a) of this section, the demand shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the beneficial owner or trustee.
70 Del. Laws, c. 548, § 16; 70 Del. Laws, c. 186, § 1; 73 Del. Laws, c. 329, § 1; 78 Del. Laws, c. 280, §§ 17, 18; 80 Del. Laws, c. 304, § 9; 81 Del. Laws, c. 352, § 19.;