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WMI/WMIIC is not an Ambulance story line.
WMI/WMIIC is awaiting a delivery from an Armored Car.
..$Cash..
Just give NSM $25.00 and move on to protect WMIH shares.
ABS/MBS/RMBS and other forms of credit moved into an ABS.
(NSM) Merger Voting Alert:
Johnson Fistel Investigates Proposed Sale of Nationstar Mortgage Holdings Inc.; Is the Deal in the...
SAN DIEGO, June 18, 2018 /PRNewswire/ -- Shareholder rights law firm Johnson Fistel, LLP has launched an investigation into whether the board members of Nationstar Mortgage Holdings Inc. (NYSE: NSM) ("Nationstar") breached their fiduciary duties in connection with the proposed sale of the Company to WMIH Corp. (NASDAQ: WMIH) ("WMIH").
On February 13, 2018, Nationstar announced that it had signed a definitive merger agreement with WMIH. Under the terms of the agreement, Nationstar shareholders may elect to receive $18.00 in cash or 12.7793 shares of WMIH common stock for each share of Nationstar common stock they own, subject to an overall proration to ensure that 32% of the total outstanding Nationstar shares are exchanged for the stock consideration. Upon completion of the transaction, Nationstar shareholders will own approximately 36% of the combined company, and WMIH shareholders will own approximately 64%.
The investigation concerns whether the Nationstar board failed to satisfy its duties to the Company shareholders, including whether the board adequately pursued alternatives to the acquisition and whether the board obtained the best price possible for Nationstar shares of common stock. Nationally recognized Johnson Fistel is investigating whether the proposed deal represents adequate consideration, especially given the Company's projected revenue and earnings growth and one Wall Street analyst has a $23.00 price target on the stock. The 52-week high for Nationstar was $20.71.
A shareholder vote has been set for June 29, 2018, if you are a shareholder of Nationstar and believe the proposed buyout price is too low or you're interested in learning more about the investigation or your legal rights and remedies, please contact lead analyst Jim Baker (jimb@johnsonfistel.com) at 619-814-4471. If emailing, please include a phone number.
https://ih.advfn.com/p.php?pid=nmona&article=77684862
New Numbers
In Billions of WMIH Shares
.43 for NSM
1.215 for WMI Commons
.52 for SBP
.207 current float
.oo45 for F&G
Therefore; 2.377ish in final WMIH float after the accusation of WMIIC and then the NSM Merger.
One for One for old commons.
One for One for old preferred, P's.
IMO;
Past accumulated funds for all classes, including the K's.
WMIH and NSM SM on June 29th
https://ih.advfn.com/p.php?pid=nmona&article=77536792
S-4/A-2
What Happened to the Other 3/4ths?
"Pg. 116 –
From 2000 to 2007, Washington Mutual and Long Beach securitized at least $77 billion in subprime and home equity loans. WaMu also sold or securitized at least $115 billion in Option ARM loans. Between 2000 and 2008, Washington Mutual sold over $500 billion in loans to Fannie Mae and Freddie Mac, accounting for more than a quarter of every dollar in loans WaMu originated."
$500 billion in loans sold to Fannie Mae and Freddie Mac is more than 1/4th of loans WaMu originated.
What happened to the Other 3/4th of loans WaMu originated?
~ $1,500-ish Billion?
~ $1.5T
Yes, One for One
What changed from S-4 to S-4/a? IMO
https://ih.advfn.com/p.php?pid=nmona&article=77471509
"416,012,872 shares of WMIH common stock"
became;
"416,300,000 shares of WMIH common stock"
"Nationstar stockholders must approve the merger proposal in order for the merger with Wand Merger Corporation to occur after which Nationstar will be a wholly owned subsidiary of WMIH. As a result of the voting agreement entered into between WMIH and FIF HE Holdings LLC, the shares subject to the voting agreement are sufficient to satisfy the majority approval requirement to approve the merger and the other transactions contemplated by the merger agreement, and the merger agreement is therefore expected to be adopted by the holders of Nationstar common stock. The merger proposal is not conditioned on the merger-related compensation proposal. The joint proxy statement/prospectus accompanying this notice explains the merger agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Nationstar special meeting. Please review the joint proxy statement/prospectus carefully."
Hence; The Deal is Done.
IMO
NSM Math Scenario;
You will only receive about 2/3 Cash and 1/3 in Cash. Please see response to this post.
Let's say you have 150 NSM shares;
You will see $18.00 * 100 = $180.00
and 50 NSM at 12.7793 = 638.965 or
+ 638 WMIH shares and the fraction remainder .965 in cash.
+ .965 * $18.00 = $17.37 in cash.
There was two WM BK filings, WMI and WMIIC.
We have only been compensated for WMI's BK which resolved at 75/25 for Preferred/Commons in WMIH new shares.
Now, Dollar for Dollar Scenario for WMIIC value in WMIH shares to be compensated for WMIIC.
The WMIIC value is in intrinsic into the new WMIH shares at One for One to old UQ's.
Same One for One for P"s and TPS, as the K's will be redeemed.
HLCE,
Ron
All the Future Dates are
[Just One Big Black Dot]
[?], 2018
NSM Deal is 70% in WMIH CASH
From the S-4
https://ih.advfn.com/p.php?pid=nmona&article=77019446
68,104,736 / 97,727,755 = .69688 or 70% in CASH
(1) Based on the maximum number of common shares, par value $0.00001 per share (“WMIH common stock”), of the registrant (“WMIH”) estimated to be issued in connection with the merger described herein (the “merger”). This number is based on the product of (a) the difference of (i) the sum of (A) 97,727,755, the aggregate number of shares of common stock, par value $0.01 per share (“Nationstar common stock”), of Nationstar Mortgage Holdings Inc. (“Nationstar”), outstanding as of February 8, 2018, which number excludes shares of Nationstar common stock owned by WMIH or Nationstar (as treasury stock or otherwise) and includes 363,934 shares of Nationstar common stock granted in respect of outstanding Nationstar restricted stock awards, plus (B) 2,930,632, the aggregate number of shares of Nationstar common stock reserved for issuance upon the settlement of Nationstar restricted stock unit awards outstanding as of February 8, 2018 and that may be issued after such date pursuant to the terms of the merger agreement between WMIH and Nationstar described herein, minus (ii) 68,104,736, which represents the number of shares that will be paid cash in the merger (prior to taking into account any proration or adjustment), and (b) an exchange ratio of 12.7793 shares of WMIH common stock for each share of Nationstar common stock. /
"(1) Based on the maximum number of common shares, par value $0.00001 per share (“WMIH common stock”), of the registrant (“WMIH”) estimated to be issued in connection with the merger described herein (the “merger”). This number is based on the product of (a) the difference of (i) the sum of (A) 97,727,755, the aggregate number of shares of common stock, par value $0.01 per share (“Nationstar common stock”), of Nationstar Mortgage Holdings Inc. (“Nationstar”), outstanding as of February 8, 2018, which number excludes shares of Nationstar common stock owned by WMIH or Nationstar (as treasury stock or otherwise) and includes 363,934 shares of Nationstar common stock granted in respect of outstanding Nationstar restricted stock awards, plus (B) 2,930,632, the aggregate number of shares of Nationstar common stock reserved for issuance upon the settlement of Nationstar restricted stock unit awards outstanding as of February 8, 2018 and that may be issued after such date pursuant to the terms of the merger agreement between WMIH and Nationstar described herein, minus (ii) 68,104,736, which represents the number of shares that will be paid cash in the merger (prior to taking into account any proration or adjustment), and (b) an exchange ratio of 12.7793 shares of WMIH common stock for each share of Nationstar common stock.
1. To approve the issuance of 416,012,872 shares of WMIH common stock (which we refer to as the “stock issuance”) to be issued as a portion of the merger consideration pursuant to the Agreement and Plan of Merger, dated as of February 12, 2018 (which we refer to as the “merger agreement”), by and among WMIH, Wand Merger Corporation and Nationstar Mortgage Holdings Inc. (“Nationstar”) (which we refer to as the “stock issuance proposal”);
97,727,755 * 12.7793 * X% = 416,012,872 shares of WMIH common stock
X% = 416,012,872 / (97,727,755 * 12.7793)
X% = 33.3% in shares of WMIH common stock
Therefore; 66.67% of the Merger will be in CASH.
$18.00 * 97,727,755 * 6667 = $1.17 Billion in CASH to complete the NSM Merger.
NOW, there is WMIH going to all that CASH? The SBP are only about $550MM, or $.55B.
WMIH is $1.17 - $.55 = $.62B short????
There was two BK filings, and we have only received benefit from the second first filing of WMI and not the first first filing of WMIIC.
IMO, WMIH needs 1.215B WMIH shares for the One for One with WMI Escrow holders.
1.215B + .207B + .621 + .416 = 2.46B WMIH shares out after 1 for 1 and Merger with NSM.
WMIH is protecting WMIH shares, not CASH.
WHY?
IMO, WMIH must have some surprise CASH coming.
ANICO Sued JPM for DAMAGES
Please see doc #1997 PDF 435/825. The "Texas Litigation".
RICO, "Willful Misconduct".
JPM settled, and ANICO has not yet Released JPM.
When JPM settles/pays Treble in Damages for "WMB and it's assets" with "the Final Payment", to the Owners of the 'Original Debtor Estate' (WMI Equity) them JPM is released by the WMB Noteholders - the ad-hoc Steering Committee.
"Treble damages. Treble damages, in United States law, is a term that indicates that a statute permits a court to triple the amount of the actual/compensatory damages to be awarded to a prevailing plaintiff."
BBob, The Series K's ($25.00) are
a Secondary offering of the Trust Preferred Securities TPS. Some of TPS are the "Cayman's".
The K's get one Noncumulative Dividend payment, and then can be Redeemed for FV. K's are to be Redeemed because it just makes good business scene.
First, the "Acquisition", then the "Merger".
10.5
https://www.sec.gov/Archives/edgar/data/933136/000119312518045989/d539539dex105.htm
Project Eclipse is a code word for 'a Delaware corporation (the “Company”).'
Then, why is Nationstar Mortgage LLC and Nationstar Capital Corporation referenced directly in EXHIBIT A?
Ladies and Gentlemen: ...
the “Commitment Parties”, “we” or “us”)... Wand Merger Corporation (“Buyer” or “Borrower”), an affiliate of WMIH Corp. (“WMIH”; WMIH together with Buyer, “you”)... equity interests of the entity previously identified to us by you as “Eclipse”, a Delaware corporation (the “Company”)
Now see EXHIBIT A.
Wand Merger Corporation (“Buyer”), a newly formed shell entity which is an affiliate of WMIH Corp. (“WMIH”), intends to acquire, directly or indirectly, all of the outstanding equity interests of the entity previously identified to us by you as “Eclipse” (the “Company”) from the equity holders of the Company.
In connection with the foregoing, it is intended that:
a) Pursuant to the Agreement and Plan of Merger, by and among the Company, the Buyer and the other parties referenced therein, dated as of the date hereof (together with all exhibits, annexes, schedules and disclosure letters thereto, collectively, as modified, amended, supplemented or waived, the “Acquisition Agreement”), Buyer will be merged with and into the Company, with the Company surviving such merger, in all material respects in accordance with the terms thereof (the “Acquisition”). After giving effect to the Acquisition, the Company shall become a direct or indirect wholly-owned subsidiary of WMIH.
b) The sum of (1) the product of (i) the number of outstanding common equity shares issued by WMIH prior to giving effect to the Acquisition, (ii) the exchange ratio for such shares set forth in the Acquisition Agreement and (iii) the value of such common equity interests (it being understood and agreed that the value of each such share shall be deemed to be the price set forth in the Acquisition Agreement regardless of the actual trading price of such share) and (2) the value of the common equity interests in WMIH issued to the equityholders of the Company (it being understood and agreed that the aggregate value pursuant to this clause (2) shall be as set forth in the Acquisition Agreement) (clauses (1) and (2) collectively, the “Equity Contribution”) shall be at least 30% (the “Minimum Equity Contribution”) of the sum of (1) the aggregate gross proceeds of the Bridge Facility borrowed on the Closing Date (or Senior Unsecured Notes issued in lieu thereof) and (2) the equity capitalization of WMIH and its subsidiaries on the Closing Date after giving effect to the Transactions; provided that WMIH shall use cash on its balance sheet of at least $550.0 million in connection with the Transactions. To the extent that WMIH issues equity on or prior to the Closing Date (excluding for the avoidance of doubt the existing Class A preferred shares of WMIH or any successor thereto), other than common equity, such issuance shall be on the terms and conditions reasonably satisfactory to the Majority Lead Arrangers.
c) The Borrower will either issue the full $2,750 million amount of the Senior Unsecured Notes and/or borrow up to the unissued amount of the contemplated $2,750 million issuance in an aggregate principal amount of Bridge Loans, in each case on the Closing Date of the Acquisition.
d) It is understood that all obligations with respect to (i) 6.500% Senior Notes due 2018 (the “2018 Notes”), co-issued by Nationstar Mortgage LLC and Nationstar Capital Corporation (collectively, the “Issuers”), under the indenture, dated as of July 22, 2013 (as amended and supplemented, the “2018 Notes Indenture”), by and among the Issuers, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (the “Trustee”), (ii) 9.625% Senior Notes due 2019 (the “2019 Notes”), co-issued by the Issuers, under the indenture, dated as of April 25, 2012 (as amended and supplemented, the “2019 Notes Indenture”), by and among the Issuers, the guarantors party thereto and the Trustee, (iii) 7.875% Senior Notes due 2020 (the “2020 Notes”), co-issued by the Issuers, under the indenture, dated as of September 24, 2012 (as amended and supplemented, the “2020 Notes Indenture”), by and among the Issuers, the guarantors party thereto and the Trustee, (iv) 6.500% Senior Notes Due 2021 (the “2021 Notes”), co-issued by the Issuers, under the indenture, dated as of February 7, 2013 (as amended and supplemented, the “2021 Notes Indenture”), by and among the Issuers, the guarantors party thereto and the Trustee and (v) 6.500% Senior Notes due 2022 (together with the 2018 Notes, the 2019 Notes, the 2020 Notes and the 2021 Notes, the “Notes”), co-issued by the Issuers, under the indenture, dated as of May 31, 2013 (as amended and supplemented, and, together with the 2018 Notes Indenture, the 2019 Notes Indenture, the 2020 Notes Indenture and the 2021 Notes Indenture, the “Indentures”), by and among the Issuers, the guarantors party thereto and the Trustee, will be redeemed, repurchased, repaid, discharged or defeased (or notices for the redemption thereof will be given to the extent accompanied by any prepayments or deposits required to defease, satisfy and discharge in full the obligations under each such Indenture or related Notes) in accordance with each Indenture. The transactions described in this clause (e) are collectively referred to herein as the “Refinancing”.
The transactions described above and the payment of related fees and expenses are collectively referred to herein as the “Transactions”.
Old, "WMIH" dissolved it's portion of "WMIIC". WMIIC is Project Eclipse, a Delaware corporation (the “Company”). The “Acquisition Agreement”.
Was WMIIC dissolved into New1013?
A. "WMIIC" of "WMIH".
B. "WMIIC" of "WMI".
IMO;
One "WMIH" Common for One "WMI" Common.
One "WMIH" Preferred for One "WMI" Preferred.
Series K ($25.00 FV, not the Cayman TPS $1,000 FV) to be Redeemed from $550.0 million from PARA (b) above.
NSM is a Merger, not an "Acquisition".
Thanks AZ.
HLCE,
Ron
“Eclipse” (the “Company”) is WMIIC
Pay special attention to the term "equity interests" from EXHIBIT A.
The equity holders of the Company, “Eclipse” (the “Company”) is old WMI Escrow Holders. Hence; WMIH Shares for WMI/WMIIC Value.
IMO;
Common WMIH shares to old WMI Common shareholders for their "equity interests" of Eclipse/WMIIC.
New WMIH Preferred shares to old WMI Preferred holders for their "equity interests" of Eclipse/WMIIC Trust Preferred Funding.
The Series R Preferred shares are "Perpetual", and New shares will be issued.
The Series K Preferred shares are "Redeemable", therefore the K will be Redeemed.
Bridge Facility
Remember; Equity interest can be used as collateral. WMIIC is a Guarantor to the Capital raised.
Thank You cura asada
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=139007876
WMI Escrow Holders
must see the WMIH Shares for WMI/WMIIC Value Exchange Event before NSM shareholder vote/Merger so that NSM is NOT diluted from the new WMIH Shares for WMI/WMIIC Value Exchange Event.
This is why the WMIH Shares for WMI/WMIIC Value Exchange must take place first before the NSM merger so the NSM participants are not diluted from the new WMIH shares distribution to old WMI Escrow holders. When WMIH has the WMI/WMIIC Value from the Exchange Event, then this WMIH/NSM merger will make sense to the NSM Shareholders.
Hint; WMIIC 'equity interest'. Equity interest in this case is NOT the stock equity of WMIIC. WMIIC received 'equity interest' is the ABS that WMIIC inverted in at 25% of more.
Equity interest can be used as collateral.
Hence; WMIIC is a Guarantor to the Capital raised.
Escrow Shares for Value Exchange
must take place before NSM shareholder vote/Merger.
We are Talking About
TWO different sources that generated NOLs being discussed here. WMIH has been using The WMB Stock Abandonment valuation NOLs from reorg.
The WMB Stock Abandonment valuation becomes CG offsetting the CL = ZERO, and goes away.
Now WMIH and NSM will have access to a new different source for NOLs from the RMBS losses like DBNTC.
The Original WMB Stock Abandonment NOL
was artificially set at ~$17.7B-$24.4B, which just so happened to be the anticipated RMBS Loan Loss. How did they know that ?
;)
The WMB Stock Abandonment valuation is to be determined, and compensated with "the Final Payment" for "WMB and its assets".
$299B - minus RMBS Loan Loss + plus WMI is a Creditor to WMB = "the Final Payment" for "WMB and its assets".
NOW multiply by THREE (3) for "Willful Misconduct" of RICO for "the Final Final Payment" for "WMB and its assets".
JPM cannot be Released by the WMB Noteholders Group for RICO until "the Final Final Payment" for "WMB and its assets" is made. There is NO "Statue of Limitations" on Criminal RICO. JPM si still exposed to Criminal RICO charges.
Payment made to the Owner of the Original Debtors Estate, the Common Shareholder.
Preferred receive compensation from their "Waterfall" bucket as in Trust Preferred Securities, which should happen with the Stock for Value transaction and before NSM merger.
"Re-Perpetuallize" the Ps.
The proceeds from the 363 Sale of $20.7B, now about $30B after interest is split 75/25% as a LT redistribution. NOT as LTIs !
And some other stuff.
HLCE,
Ron
AZ is Correct Regarding WMB-NOLs
1. WMB Stock Abandonment NOLs.
2. WMB pre-seizure Loan Losses RMBS NOLs.
1. The NOLs from the WMB Stock Abandonment will go away just as James Carreon of A&M said in Court Testimony to THMFW. AZ is Correct because that is what the record states.
~$5.85B in NOLs form WMB Stock Abandonment is removed when "the Final Payment" is made for "WMB and its assets" as a Capital Gain offsetting a Capital Loss. CL = CG, NOL => Zero.
2. The Losses generated from events like DBNTC $3B is subtracted from WMB's valuation as a Loss. Creating a new set of NOLs.
Said $6B in NOLs;
X = $6B/.35 = $17.14B Loss from events like DBNTC $3B to generate a $6B in NOLs.
Events like DBNTC $3B is 1/5.7 ratio of the $17.14B.
DBNTC is Trustee for $165B.
Therefore;
$165B * 5.14 = $942.86B in WAMU RMBS Portfolio generating $6B in NOLs.
One original WMB Stock Abandonment NOLs will be replaced by the RMBS NOLs when "the Final Payment" is made for "WMB and its assets".
NSM is talking about the RMBS NOLs that will be realized with CIC, and "tFP".
WMI-WMIH, both told the 'truth' for different reasons.
HLCE,
Ron
Monday is March 19th, Updated.
"Consummation of the Merger is subject to various conditions, including, (i) the adoption of the Merger Agreement by the holders of a majority of Nationstar’s outstanding common stock; (ii) the approval of the Share Issuance by a majority of all votes cast by holders of outstanding shares of WMIH Common Stock and preferred stock (voting on an as-converted basis in accordance with WMIH’s amended and restated certificate of incorporation); (iii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iv) obtaining required regulatory approvals as specified in the schedules to the Merger Agreement without the imposition of a condition that would have a material adverse effect on Nationstar and its subsidiaries, taken as a whole, following the Merger (“Burdensome Condition”); (v) the effectiveness of a registration statement on Form S-4 relating to the Merger; (vi) the approval for listing the WMIH Common Stock issuable in the Merger on the NASDAQ Global Select Market, subject to official notice of issuance; (vii) there being no law or injunction prohibiting consummation of the transactions contemplated under the Merger Agreement; (viii) subject to specified materiality standards, the continuing accuracy of certain representations and warranties of each party; and (ix) performance by each party in all material respects with its covenants. The receipt of a tax opinion from WMIH’s tax advisor that there should not have been an “ownership change” (within the meaning of Section 382(g) of the Internal Revenue Code) since March 19, 2012, and the Merger, taken together with the other transactions contemplated by the Merger Agreement and occurring on the closing date, should not result in such an ownership change, is a condition to the obligations of Nationstar to consummate the Merger. The closing of the Merger is not subject to a financing condition."
https://www.sec.gov/Archives/edgar/data/933136/000119312518045989/d539539d8k.htm
"the approval of the Share Issuance by a majority of all votes cast by holders of outstanding shares of WMIH Common Stock and preferred stock (voting on an as-converted basis in accordance with WMIH’s amended and restated certificate of incorporation)"
WMIH Common Stock and preferred stock
Just like AZ and I said; WMIH Common Stock and preferred stock to be issued s@@n.
WMIH needs to settle-up with WMI's Original Debtors Estate before the merger with NSM can go forward.
Monday is March 19th,
"On March 19, 2012 (the "Effective Date"), the Plan became effective and certain of the Debtors' assets were transferred to a newly formed Delaware liquidating trust (the "WMI Liquidating Trust") as further described in the Plan. To view a copy of the Form 8-K that was filed by WMI (which changed its name to WMI Holdings Corp. on the Effective Date) with the SEC on the Effective Date, please click here."
http://www.wmitrust.com/WMITrust
"Consummation of the Merger is subject to various conditions, including, (i) the adoption of the Merger Agreement by the holders of a majority of Nationstar’s outstanding common stock; (ii) the approval of the Share Issuance by a majority of all votes cast by holders of outstanding shares of WMIH Common Stock and preferred stock (voting on an as-converted basis in accordance with WMIH’s amended and restated certificate of incorporation); (iii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iv) obtaining required regulatory approvals as specified in the schedules to the Merger Agreement without the imposition of a condition that would have a material adverse effect on Nationstar and its subsidiaries, taken as a whole, following the Merger (“Burdensome Condition”); (v) the effectiveness of a registration statement on Form S-4 relating to the Merger; (vi) the approval for listing the WMIH Common Stock issuable in the Merger on the NASDAQ Global Select Market, subject to official notice of issuance; (vii) there being no law or injunction prohibiting consummation of the transactions contemplated under the Merger Agreement; (viii) subject to specified materiality standards, the continuing accuracy of certain representations and warranties of each party; and (ix) performance by each party in all material respects with its covenants. The receipt of a tax opinion from WMIH’s tax advisor that there should not have been an “ownership change” (within the meaning of Section 382(g) of the Internal Revenue Code) since March 19, 2012, and the Merger, taken together with the other transactions contemplated by the Merger Agreement and occurring on the closing date, should not result in such an ownership change, is a condition to the obligations of Nationstar to consummate the Merger. The closing of the Merger is not subject to a financing condition."
https://www.sec.gov/Archives/edgar/data/933136/000119312518045989/d539539d8k.htm
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=139037797
AZ is Correct Regarding WMB-NOLs
The NOLs from the WMB Stock Abandonment will go away just as James Carreon of A&M said in Court Testimony to THMFW. AZ is Correct because that is what the record states.
~$5.85B in NOLs form WMB Stock Abandonment is removed when "the Final Payment" is made for "WMB and its assets" as a Capital Gain offsetting a Capital Loss. CL = CG, NOL => Zero.
The Losses generated from events like DBNTC $3B is subtracted from WMB's valuation as a Loss. Creating an NOL.
Said $6B in NOLs;
X = $6B/.35 = $17.14B Loss from events like DBNTC $3B to generate a $6B in NOLs.
Events like DBNTC $3B is 1/5.7 ratio of the $17.14B.
DBNTC is Trustee for $165B.
Therefore;
$165B * 5.14 = $942.86B in WAMU RMBS Portfolio that generating $6B in NOLs.
One original WMB Stock Abandonment NOLs will be replaced by the RMBS NOLs when "the Final Payment" is made for "WMB and its assets".
NSM is talking about the RMBS NOLs that will be realized with CIC, and "tFP".
WMI-WMIH, both told the 'truth' for different reasons.
HLCE,
Ron
Majority Lead Arrangers
So, Bill Kosturos, of Alvarez & Marsal is finally doing his job.
The sum of (1) ...
(2) the value of the common equity interests in WMIH issued to the equityholders of the Company (it being understood and agreed that the aggregate value pursuant to this clause (2)
(it being understood and agreed that the aggregate value pursuant to this clause (2) shall be as set forth in the Acquisition Agreement) (clauses (1) and (2) collectively, the “Equity Contribution”) Shares for Value. Just like AZ and I have said for years. Commons to Commons, and Preferred to Preferred to the true owners of WMIIC.
WMIH shall use cash on its balance sheet of at least $550.0 million... and Class A preferred shares of WMIH.The SAP's and SBP's,
Yes, Eclipse is WMIIC.
Wand Merger Corporation (“Buyer”), a newly formed shell entity which is an affiliate of WMIH Corp. (“WMIH”), intends to acquire, directly or indirectly, all of the outstanding equity interests of the entity previously identified to us by you as “Eclipse” (the “Company”) from the equity holders of the Company.
NSM is a different transaction/merger. NSM is 64%, not ALL.
all of the outstanding equity interests of the entity previously identified to us by you as “Eclipse” (the “Company”) from the equity holders of the Company.
FED, QE-Unwind
Mar. 3, 2018
http://www.businessinsider.com/fed-plan-to-unwind-its-balance-sheet-didnt-skip-a-beat-2018-3
During QE, the Fed acquired Treasury securities and mortgage-backed securities (MBS) guaranteed by Fannie Mae, Freddie Mac, and Ginnie Mae. During the QE-Unwind, the Fed is shedding those securities. According to its plan, announced last September, the Fed would reduce its holdings of Treasuries and MBS by no more than:
$10 billion a month in Q3 2017.
$20 billion a month in Q1 2018
$30 billion a month in Q2 2018
$40 billion a month in Q3 2018
$50 billion a month in Q4 2018 and continue at this pace.
This would shrink the balance of Treasuries and MBS by up to $420 billion in 2018, by up to an additional $600 billion in 2019 and every year going forward until the Fed decides that the balance sheet has been "normalized" enough — or until something big breaks.
For February, the plan called for shedding up to $20 billion in securities: $12 billion in Treasuries and $8 billion in MBS.
More reading in the link provided.
AZ is Correct Regarding WMB-NOLs
The NOLs from the WMB Stock Abandonment will go away just as James Carreon of A&M said in Court Testimony to THMFW. AZ is Correct because that is what the record states.
~$5.85B in NOLs form WMB Stock Abandonment is removed when "the Final Payment" is made for "WMB and its assets" as a Capital Gain offsetting a Capital Loss. CL = CG, NOL => Zero.
The Losses generated from events like DBNTC $3B is subtracted from WMB's valuation as a Loss. Creating an NOL.
Said $6B in NOLs;
X = $6B/.35 = $17.14B Loss from events like DBNTC $3B to generate a $6B in NOLs.
Events like DBNTC $3B is 1/5.7 ratio of the $17.14B.
DBNTC is Trustee for $165B.
Therefore;
$165B * 5.14 = $942.86B in WAMU RMBS Portfolio generating $6B in NOLs.
One original WMB Stock Abandonment NOLs will be replaced by the RMBS NOLs when "the Final Payment" is made for "WMB and its assets".
NSM is talking about the RMBS NOLs that will be realized with CIC, and "tFP".
WMI-WMIH, both told the 'truth' for different reasons.
HLCE,
Ron
BK #1 is Owned By BK #2
Releases was only needed for BK #2 WMI.
Bk #1 WMIIC is owned by those who own the related Securities, or Trusts.
"Know What YOU Own"
75/25% was NOT Global.
Yes, The Release Forms Could
have all used the same form for all Equity classes, TPS, P, K, and Qs with the 75/25% verbiage for Class 19 vs. Class 22 respectively.
Thanks, AZ
Very Simple;
jimmyt99 Monday, 01/29/18 03:23:50 PM
Re: wamugold post# 506377 0
Post # of 511846
I think a macro view is prudent here, WG. Lemme preach on it.
And a trip through the past is necessary and you can find these answers out easily.
#1 filed BK first - the one with all the dosh.
#2 filed second - 32-8 - and was subject to the 75-25 split, not #1.
Waiting, just like the Pappy play is hard. I'm not worried in the least.
Roll Tide.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=138093310
NSM PPS Jumped Up at 11:30 Also
Same time as WMIH PPS jumped up.
NSM also hit their high at 12:30 like WMIH.
https://finance.yahoo.com/quote/NSM/
Where Is My ABS/RMBS Distribution?
October 31, 2017
Therefore We should be seeing four [4] months worth of ABS?RMBS Distributions. MINIMUM.
"Dear Mr. Reyes,
Reference is made to the Verified Petition dated December 12, 2016. As contemplated by paragraphs 67 through 69 of the Verified Petition, Duff & Phelps has been asked to calculate the allocation of the initial installment of Settlement Proceeds received by Deutsche Bank National Trust Company, as Trustee (the “Trustee”) among the Primary Trusts.Results are contained in Exhibit A which provide such loss calculations as of October 31, 2017 along with a proposed net allocation of the amounts to be received under the Settlement Agreement at issue in the Petition among the Primary Trusts based on those losses, taking into account the prior expenses to be reimbursed as provided by counsel.
http://www.globic.com/wamurmbssettlement/pdfs/DB%20WaMu%20Procedures%20for%20Dist.%20of%20Settlement%20Proceeds%202.14.18.pdf
WMILT/KCC should be informing the Beneficiaries of coming Distributions.
For those Trusts in which distributions are administered by the Trustee, the Trustee currently anticipates that distributions of the Allocable Shares will be made in the February 2018 distribution period. With respect to certain of the Trusts for which the Servicer or Master Servicer calculates monthly distribut
ions to Certificateholders, the Trustee has been informed by the Servicer or Master Servicer, as applicable, that such calculations are anticipated to be completed in time to enable distributions of the Allocable Shares for such trusts to be made in the February 2018 distribution period. Certificateholders are advised that distributions of the Allocable Shares as to any particular Trust may not occur in the February 2018 distribution period where the Trustee, the Servicer or the Master Servicer, as applicable, encounter issues in implementation such distributions under the relevant Governing Documents, or otherwise determine that they are unable to determine the appropriate treatment of the Allocable Shares in that period. Distributions of the Received Funds will be included with the monthly distributions on the WAMU Securities; accordingly, distributions to holders of particular WAMU Securities will be made to holders as of the record dates for such WAMU Securities for the month or months in which such distributions are made.
Bump; Agreement and Plan of Merger
From 8-K;
Agreement and Plan of Merger
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 Agreement”). 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.
https://www.sec.gov/Archives/edgar/data/933136/000119312518045989/d539539d8k.htm
From EX10.1
VOTING AND SUPPORT AGREEMENT
https://www.sec.gov/Archives/edgar/data/933136/000119312518045989/d539539dex101.htm
Project Eclipse
From EX10.5
CONFIDENTIAL EXHIBIT A
Wand Merger Corporation (“Buyer”), a newly formed shell entity which is an affiliate of WMIH Corp. (“WMIH”), intends to acquire, directly or indirectly, all of the outstanding equity interests of the entity previously identified to us by you as “Eclipse” (the “Company”) from the equity holders of the Company.
https://www.sec.gov/Archives/edgar/data/933136/000119312518045989/d539539dex105.htm
Nothing Regarding;
WMIIC or WAMU 1031
OK, I Stand Corrected.
~$18.00/12.7793 = $1.41/WMIH share
.09773 * $18.00 * 64% = $1.12583B
"The aggregate amount of cash to be issued as Merger Consideration in the Merger will be $1,225,885,248."
An extra ~$.1B for the "aggregate".
https://ih.advfn.com/p.php?pid=nmona&article=76722210
Bob, Jimmyt99
disagrees with you, and so do I.
Therefore, the WMIH Merger PPS is
Using $18.00/$4.00 from before;
.439785 * $4.00 / .799 = $2.20 PPS
Assuming all Merger in WMIH stock.
WMIH, 12.7793 shares of validly issued
Subject to the terms and conditions of the Merger Agreement, which has been unanimously approved by the board of directors of both companies, at the effective time of the Merger (the “ Effective Time ”) and as a result of the Merger, each share of Nationstar’s common stock issued and outstanding immediately prior to the Effective Time (other than shares owned, directly or indirectly, by Nationstar, WMIH or Merger Sub or by any Nationstar stockholder who properly exercises and perfects appraisal of his, her or its shares under Delaware law) will be converted into the right to receive, at the election of the holder of such share, (i) $18.00 per share in cash, without interest, or (ii) 12.7793 shares of validly issued, fully paid and nonassessable shares of WMIH common stock, par value $0.00001 per share (“ WMIH Common Stock ”), subject in each case to pro rata cutbacks to the extent cash or stock is oversubscribed (the “ Merger Consideration ”). The aggregate amount of cash to be issued as Merger Consideration in the Merger will be $1,225,885,248.
https://ih.advfn.com/p.php?pid=nmona&article=76722210
If all Merger is in WMIH stock;
.09773 * 12.7793 * 64% = .799 Billion WMIH shares.
Correct! Where Is My Money
If WAND is Going to Sit
on my Money, then WAND can pay my Taxes.
That is why Grantor Trusts are used as a Pass-through.
Now, Pass-it-thru..
No It's not with FDIC because;
for DBNTC to make January or February Distributions statements, the WAMU ABS Trusts would already be free from FDIC Safe Harbor.
DBNTC, Where Is My February Distribution?
Same for US Bank, LaSalle Bank, Bank of America, and the other WAMU Trustees...
Where Is My February Distribution?
William C. Kosturos, have you forgotten what your responsibilities are again?
WMI Liquidating Trust Agreement, dated March 6, 2012, by and among Washington Mutual, Inc., WMI Investment Corp., William C. Kosturos as liquidating trustee (together with any successor, the “Liquidating Trustee”), and Delaware Trust Company (formerly known as CSC Trust Company of Delaware)as the Delaware resident trustee (as amended, modified or supplemented from time to time, the “Liquidating Trust Agreement”)
KCC, Mr William C. Kosturos is in need of your assistance. Please help Bill with his duties.
TIA,
Ron
RD, I don"t Get Your Math;
Please explain in greater detail.
Wasn't the NSM Merger PPS
based on WMIH being at ~$4.00 PPS?
NSM Shares Outstanding 97.73M
$18.00/$4.00 = $4.50
.09773B *$18.00/$4.00 = ~.439785 Billion new WMIH shares to NSM.
https://finance.yahoo.com/quote/NSM/key-statistics?p=NSM