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IMO, Cash and WMIH Shares.
The WMI/WMB ABS/MBS machine produced Trillions of dollars in ABS/MBS securities.
Each Month WMI/WMB ABS/MBS machine receive billions from Lease and mortgages payments for just short of 10 years now, accumulated.
WMIIC is/was a major investor in these ABS/MBS Trusts. Old and Cold Released UQ's own the accumulated cash.
The Cayman's Trusts are owned by TPS, PQ, KQ holders. The Cayman's Trusts cash belongs to them.
WMIH is an "Equity interest" holder of these Trusts. WMIH needs to couple the "Equity interest" using a Share for Value event with the participation in the Trusts 'owned' by the Trust parties.
Remember; "WMB sold more than $500B to FNF, one forth of the MBS that WMB originated".
And if I may Chime-in.
The GSA needs to be closed before the NSM Merger is completed.
No "Final Payment" for "WMB and it's assets", then No GSA, No WMI Reorganization, No WMIH because WMIH is a result of the WMI Reorganization.
AZ, What happened the day before NSM Merger announcement?
WMIIC was/is part of the WMI Reorganization, 15-G.
Yes, the NSM Merger will happen on schedule.
$$
Please explain the 2.5% number?
Source, link.
TIA.
Golden ratio.
In mathematics, two quantities are in the golden ratio if their ratio is the same as the ratio of their sum to the larger of the two quantities. The figure on the right illustrates the geometric relationship.
https://en.wikipedia.org/wiki/Golden_ratio
https://www.bing.com/search?q=the+golden+ratio&form=EDGNTT&qs=AS&cvid=41e0d20b7b11489c84c3e4fbe11a067a&cc=US&setlang=en-US&PC=DCTS
Please explain where your numbers come from.... link?
Yes, The Merger will go through just fine.
WMIH has, or will have all the money WMIH needs to close the NSM Merger, and then some.
That is the point about being $251MM short. No one is worried. Including Me!
WMIH did not need all of the $2.75B Bridge loan. Just $1.7B.
WMIH has obtained $2.75 billion in debt Commitments.
WMIH only exercised $1.7B in Senior notes from the debt Commitments.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=142326918
The Merger is NOT Based on a PPS Closing Price.
SBP is at $1.35, No change in value.
403MM WMIH shares to NSM at $1.40, No change in value.
Therefore the needed cash comes from within, ABS/MBS Trusts.
WMIH Needs More Money to Complete NSM Merger.
Currently WMIH is $251 million minimum short to complete the transaction.
IMO, WMIH is awaiting ABS funds to finance the merger cash short-fall.
See replied to.
adjourned until July 2018.
The July date is July 24th. See PDF page 4.
http://www.kccllc.net/wamu/document/0812229180322000000000003
Change in Control Summary Judgement
Footnote 5;
PDF 5
http://www.kccllc.net/wamu/document/0812229180322000000000003
Calculating tax if your income is subject to backup withholding.
If your income from a W-9 arrangement is subject to backup withholding, the current flat rate set by the IRS is 28%. So, to calculate how much you can expect to be withheld, simply multiply your W-9 income by 0.28.
For example, if the IRS determines that your dividend income is subject to backup withholding and you earn $1,000 in dividend income for 2016, you can expect $280 to be withheld by the IRS.
Finally, it's important to note that if you do have money withheld from W-9 income as backup withholding, you should claim it as money withheld when you file your tax return. Even though the flat backup withholding rate is 28%, your actual tax liability may be more or less than this amount, and your tax return will determine if you are entitled to a refund, or if you need to pay more.
https://www.fool.com/knowledge-center/how-to-calculate-tax-on-w-9-income.aspx
W-9, The Government Withholds 28%
The cash due you will be deposited directly into your Brokerage account, minus 28%.
When you file IRS Taxes, you should be able to get 13% back because LTCG of 15%.
28% - 15% = 13% return.
IMO.
HLCE,
Ron
Yes, Split_T, JB92106 is Correct.
Other WMIH funds must be available to close the NSM Merger.
CIC-SJ.
HLCE,
Ron
Yes JB9. WMIH has a Source for Additional Funds.
Currently WMIH is short $251MM using my numbers of $585MM from SBP, or $266MM short using newflow's numbers of $570 from SBP to close the NSM Merger.
The Math;
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=142326918
with the other transactions contemplated, S4V
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=142344248
Nothing Happens Until Tranche 5 is Closed.
Tranche-5, Class 17 have not released the FDIC yet.
Litigation is still open for NSM to get in tangled in.
Hence; No NSM Merger until CIC-SJ is signed.
WMIH Must have Another Source of Funds.
Currently WMIH is short $251MM minimum of funds to complete the NSM Merger.
WMIH must have another source of funds.
Why is Change in Control Summary Judgement Important?
The CIC-SJ filing informs the Court that ownership transfer of WMB is completed.
Hence; Change in Control.
Therefore, all WMB responsibilities for Tranche-5, both the Class 17 WMB Notes and Class 18 WMB Employee Claimants are remedied, closed.
No NSM Merger without CIC-SJ.
Change in Control Summary Judgement
Footnote 5;
PDF 5
http://www.kccllc.net/wamu/document/0812229180322000000000003
We Need to see Change in Control Summary Judgement,
before the NSM Merger is completed.
The signed Change in Control Summary Judgement will close Tranche 5, Classes 17 and 18 in BK Court.
Keep an eye on the Court Docket for filings.
http://www.kccllc.net/wamu/document/list/3853
with the other transactions contemplated
Pg 32:
(d) Tax Opinion. The Company shall have received a copy of a written opinion of BDO (“Parent’s Tax Advisor”), dated as of the Closing Date, in form and substance reasonably satisfactory to the Company, to the effect that (based on the most current information available prior to the Closing Date as provided by Parent to BDO and subject to customary assumptions and qualifications) (i) there should not have been an Ownership Change since March 19, 2012, and (ii) the Merger, taken together with the other transactions contemplated by this Agreement and occurring on the Closing Date, should not result in an Ownership Change (the “382 Tax Opinion”). In rendering the 382 Tax Opinion, Parent’s Tax Advisor shall be entitled to receive and rely upon tax representation letters, including from Parent."
Yep ;)
WMIH has obtained $2.75 billion in debt Commitments.
WMIH only exercised $1.7B in Senior notes.
Item 8.01
Other Events.
WMIH Corp. (the “Company” or “WMIH”) issued a press release announcing the pricing of its offering by Wand Merger Corporation, a direct wholly-owned subsidiary of the Company, of $1.7 billion aggregate principal amount of senior unsecured notes in an offering exempt from the registration requirements of the Securities Act of 1933, as amended. Upon consummation of the proposed merger with Nationstar Mortgage Holdings Inc. (“Nationstar”), the notes will be assumed by Nationstar. A copy of the press release is filed as Exhibit 99.1 to this report and incorporated herein by reference.
https://www.sec.gov/Archives/edgar/data/933136/000119312518208382/d786963d8k.htm
The offering is expected to close on or around July 13, 2018, subject to customary closing conditions. The proceeds of the offering will be deposited in escrow, with such proceeds to be released to finance the consummation of the Merger subject to the satisfaction of customary conditions. Upon consummation of the Merger, Nationstar will assume all of Merger Sub’s obligations under the Notes. The Notes will be guaranteed on a joint and several basis by WMIH and wholly-owned domestic subsidiaries of Nationstar (other than certain excluded subsidiaries).
https://www.sec.gov/Archives/edgar/data/933136/000119312518208383/d786963dex991.htm
Note 2—Financing Transaction
The aggregate amount of cash to be paid as merger consideration in the merger is approximately $1.2 billion. WMIH currently plans to fund the cash component of the merger consideration, the repayment of approximately $1.9 billion of outstanding senior unsecured notes assumed from Nationstar, and the payment of fees and expenses related to the merger through a combination of cash on hand and proceeds from the issuance of debt securities.
WMIH has obtained $2.75 billion in debt commitments from certain lenders to provide a senior unsecured term loan bridge facility (which we refer to as the “bridge facility”). The bridge facility is expected to have an initial maturity date that is the one-year anniversary of the closing date of the merger, and will be automatically converted into term loans in different tranches on the initial maturity date, with extended maturity dates ranging from 5 years to 10 years. The new debt is assumed to have an annual interest rate of 7%.
Page 196;
https://www.sec.gov/Archives/edgar/data/933136/000119312518180676/d574669d424b3.htm
The Numbers Don't Work, Yet!
Cost of Merger;
$1.2B + $1.9 = $3.1B
Funds for Merger;
$.585B from SBP + $1.7B from new Senior Notes = ~$2.285
~$.815B short.
Even Using .403B in WMIH Shares for Merger.
WMIH is still needing $.251B more.
.403B WMIH Shares to NSM * $1.40 = $.5642B
$.815 - $.5642 = $.2508B short.
The .904B in WMIH Shares Doesn't even pay;
for the NSM $1.9B in Senior Debt.
.904 * $1.4 = $1.2656B.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=142316317
WMIH only raised $1.7B in Senior notes, not $2.75B.
I think WMIH needs more money. Where is that money coming from?
WMIH needs to announce another source of funds fast.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=142262567
HLCE,
Ron
The .904B in WMIH Shares Doesn't even pay;
for the NSM $1.9B in Senior Debt.
.904 * $1.4 = $1.2656B.
WMIH needs more money.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=142316317
WMIH only raised $1.7B in Senior notes, not $2.75B.
Even Using .403B in WMIH Shares for Merger.
WMIH is still needing $.251B more.
.403B WMIH Shares to NSM * $1.40 = $.5642B
$.815 - $.5642 = $.2508B short.
I think WMIH needs more money. Where is that money coming from?
See previous posts...
WMIH Needs More Money for Merger.
The issuance of 904MM new WMIH shares for the merger is pure dilution.
page 195;
https://www.sec.gov/Archives/edgar/data/933136/000119312518180676/d574669d424b3.htm
The Numbers Don't Work, Yet!
Cost of Merger;
$1.2B + $1.9 = $3.1B
Funds for Merger;
$.585B from SBP + $1.7B from new Senior Notes = ~$2.285
~$.815B short.
WMIH needs to announce another source of funds fast.
Note 2—Financing Transaction
The aggregate amount of cash to be paid as merger consideration in the merger is approximately $1.2 billion. WMIH currently plans to fund the cash component of the merger consideration, the repayment of approximately $1.9 billion of outstanding senior unsecured notes assumed from Nationstar, and the payment of fees and expenses related to the merger through a combination of cash on hand and proceeds from the issuance of debt securities.
WMIH has obtained $2.75 billion in debt commitments from certain lenders to provide a senior unsecured term loan bridge facility (which we refer to as the “bridge facility”). The bridge facility is expected to have an initial maturity date that is the one-year anniversary of the closing date of the merger, and will be automatically converted into term loans in different tranches on the initial maturity date, with extended maturity dates ranging from 5 years to 10 years. The new debt is assumed to have an annual interest rate of 7%.
Page 196;
https://www.sec.gov/Archives/edgar/data/933136/000119312518180676/d574669d424b3.htm
The "Contracts" 'ie' the Prospectus
is what gives the Preferred and the Commons the right to their prospective "Safe Harbor Estate assets".
The TPS Trusts go to the associated Preferred securities. The Cayman's.
WMIIC Participation in various Trusts goes to "Old and Cold" released Commons.
It's all about ownership and "Contracts" 'ie' the Prospectus.
Know what you own.
No, LG and hotmeat.
The "former preferred and common" tradable shares were canceled, NOT the "contracts" 'ie' the Prospectus. The "contracts" 'ie' the Prospectus are still in force.
If the "contracts" 'ie' the Prospectus were 'canceled' the there would be no Escrows markers.
But, If many of the 50MM WMIH to Old Commons sold-off,
Then the "Old and Cold" Section 382 NOL Rule would be greatly reduce the current "Old and Cold" holders.
IMO;
141 S4V to Released "Old and Cold" WMI Commons. 1.215B new WMIH shares to Released "Old and Cold" WMI Commons.
141 S4V to Released WMI TPS, P's Preferred.
Could Scenario B Result in an Ownership Change?
.207B old WMIH shares, then .403B new WMIH to NSM holders. What if many original of the .207B Reorged holders sold-off and are no longer Reorged original holders?
SBP Caveat; .444 WMIH shares to SBP if B's are converted. Many SBP holders are "Old and Cold".
Currently I'm leaning towards a Amended S-4, and an Updated Proforma in line with Scenario A supporting S4V before NSM Merger.
IMO; 1.215B new WMIH to Old Released WMI "Old and Cold" Common Escrow holders.
Thanks for the discussion.
What Happens First Regarding NSM Merger and S4V?
Prior to, or post NSM merger for S4V?
Scenario A
S4V event before NSM Merger to establish WMI/WMIIC asset values.
Close all old WMI Estate legal issues before NSM Merger.
Scenario B
S4V event after NSM Merger to establish WMI/WMIIC asset values.
Hide Old WMI values until NSM Merger is closed.
Please MB'ers, can we have a good discussion as to which Scenario has more merit, and why.
Please think facts, and not personal emotions.
Examples from past mergers...
***
WOW, this could be good. :)... this could become bad :(
I tried,
Ron
EXPENSES INCURRED BY TRUST PROFESSIONALS
NOTICE OF AMOUNTS PAID BY WMI LIQUIDATING TRUST PURSUANT TO THE LIQUIDATING TRUST AGREEMENT FOR CERTAIN COMPENSATION AND FOR SERVICES RENDERED AND EXPENSES INCURRED BY TRUST PROFESSIONALS FOR THE PERIOD ENDING JUNE 30, 2018
Alvarez & Marsal
03/01/18 - 05/31/18
$517,304.50 $308.30 $517,612.80
Please keep tabbing-up those accumulated WMIIC funds.
Good Job, Special K. nunc pro tunc
http://www.kccllc.net/wamu/document/0812229180717000000000001
I'm Expecting an Updated WMIH-NSM Proforma.
I'm Expecting an Updated WMIH-NSM Proforma reflecting the S4V event.
WMIH Shares for WMI Value is NOT dilution.
Old Proforma;
https://www.sec.gov/Archives/edgar/data/933136/000119312518180676/d574669d424b3.htm
True as of March 31, 2018.
Thanks Uncle Bo. 1.117B
I found where the "proforma company (merged) shares of 1,117,000,000" came from.
page 195-196
Footnote n;
(n) Represents the increase in the weighted average shares with the issuance of WMIH common stock in connection with the merger.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
The unaudited pro forma condensed combined financial information has been prepared to give effect to the merger involving WMIH and Nationstar and the financing transaction as if the transactions had occurred as of March 31, 2018 for the condensed combined balance sheet and as of January 1, 2017 for the condensed statements of operations.
True as of; March 31, 2018.
https://www.sec.gov/Archives/edgar/data/933136/000119312518180676/d574669d424b3.htm
The door for S4V is still open.
Merger to Close on July 31, 2018
WMIH and Nationstar have received all required regulatory approvals and expect to close the merger on July 31, 2018, subject to the satisfaction of all other closing conditions.
WMIH and Nationstar Mortgage Announce Election Deadline
WMIH and Nationstar Mortgage Announce Election Deadline for Preferred Form of Merger Consideration
the deadline for Nationstar stockholders to elect the form of merger consideration they desire to receive in the transaction has been set for 5:00 p.m., New York City time, on July 26, 2018 (the "Election Deadline").
To make an election, all Nationstar stockholders who have not previously made their cash or stock consideration elections must submit their election forms with respect to their shares so that such documents are received by the exchange agent, Computershare Trust Company, N.A., at its designated office by the Election Deadline. Nationstar stockholders holding shares through a brokerage account or other nominee arrangement may be subject to an earlier election deadline as required by their applicable broker or nominee, who will make an election on their behalf if they follow the broker's or nominee's instructions. Nationstar stockholders are encouraged to consult with their broker or nominee regarding such instructions as soon as possible.
In accordance with the previously announced merger agreement, Nationstar stockholders may elect to receive either $18.00 in cash or 12.7793 shares of common stock of WMIH, par value of $0.00001 per share, in each case subject to automatic proration and adjustment, as applicable. Nationstar stockholders whose election materials are not received in proper form by the exchange agent by the Election Deadline will be deemed to have made a stock election. Elections made by Nationstar stockholders to receive cash or stock consideration will be subject to automatic proration and adjustment, as applicable, to ensure that the total amount of cash paid (excluding cash paid in lieu of fractional shares) equals exactly $1,225,885,248.00, as described in the merger agreement and in the joint proxy statement/prospectus provided to WMIH and Nationstar stockholders in connection with the annual meeting of WMIH stockholders and the special meeting of Nationstar stockholders, each of which was held on June 29, 2018.
Beginning on or about June 11, 2018, election forms and accompanying instructions were mailed to Nationstar stockholders of record as of May 21, 2018. Nationstar stockholders, including those that acquired their shares after May 21, 2018, may request copies of these election documents from and direct any questions regarding the election materials or the Election Deadline to Georgeson LLC at (877) 278-4775 (toll-free). Nationstar stockholders holding shares through a brokerage account or other nominee arrangement should contact their broker or nominee to obtain copies of the election documents.
WMIH and Nationstar have received all required regulatory approvals and expect to close the merger on July 31, 2018, subject to the satisfaction of all other closing conditions.
https://ih.advfn.com/p.php?pid=nmona&article=77871837
A 141 S4V Will Guarantee;
1.215 billion new WMIH shares to old released WMI commons will guarantee that NO ownership change regarding the Reorganized Debtor compromising the NOLs resulting from WMB's losses satisfying IRS Rule 382.
IMO; High probability that the Series B Preferred are all, or partially cashed-out, rather that completely convert into WMIH commons.
WMIH raised $1.7B today. From S-4; WMIH to pay NSM $1.2ishB in cash.
WMIH has a high probability of receiving ABS Trust cash also due to the S4V events. Trust Dividend Distribution Date is ~July 15th. :)
P's 141 S4V and K's get funds from their performing associated TPS Trusts. Hence; the Cayman's.
141, because the dollar value is intrinsic in the share value.
And; Please Note That,
WMB Senior Notes, and other WMI Preferred normal Dividend pay-out is scheduled for July 15th.
Yes, I'm hoping for the NSM Merger next week along with the above Dividend Distributions.
Long over due;
HLCE,
Ron
I'm Your Huckleberry.
Pre-NSM Merger.
IMO;
There will be no dilution to NSM holder if the S4V takes place before the NSM Merger event.
S4V is a One for One event. Value for Shares. Equal Stuff for Equal Stuff.
Just the WMIH float changed due to S4V, with the same Shares/Book value.
141 1.215B WMIH shares to Old WMI commons.
141 WMIH preferred shares to Old WMI preferred.
Stoxjock, read #1997.
"Willful Misconduct" (RICO) .
See PDF 435 as an example.
Court Docket: #1997 Email
Document Name: Debtors' Motion for an Order Pursuant to Bankruptcy Rule 2004 and Local Bankruptcy Rule 2004-1 Directing the Examination of Witnesses and Production of Documents from Knowledgeable Parties
Date Filed: 12/14/2009
http://www.kccllc.net/wamu/document/0812229091214000000000008
Due to "Willful Misconduct" (RICO) all of JPM's BOD could see a 20 year sentence for "Willful Misconduct" (RICO).