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The following story is fictional and does not depict any actual person or event (or maybe it does).
Sept 30, 2015:
WMIH "Hey Mills family, I heard that you want to sell a part of your company? I got money and I'm buying."
Mills "Sounds interesting, lets see what you're offering."
Fast forward October 13, 2015
WMIH "C'mon man, I only got this much! WE'RE SO CLOSE!"
Mills "No way! You don't have enough, stop calling us!" *click* "Hey competition, you still offering us more than WMIH?"
News of Mills Fleet Farm sale unnerves hometown
.... meanwhile.....
WMIH "Hey KKR, I need help. I tried buying but I don't have enough cash."
KKR "Don't worry bro, I got your back."
During the three months ended September 30, 2015, the Company identified a potential acquisition opportunity and participated in a competitive sale process with respect to an operating division of a public company. However, we were not able to reach a definitive agreement for the transaction and discussions ceased on October 13, 2015.
*Rings*
KKR "Mills? I'll pay you more than the other guy."
Mills "Who is this? KKR? MORE MONEY? Deal!"
End of November 2015 and beginning of Dec 2015.
KKR "Hey WMIH, they agreed to the deal. Just gotta get that investment loan from that bank."
WMIH "Awesome! Thanks!"
The New York-based firm, run by legendary dealmakers Henry Kravis and George Roberts, was almost a handshake away from clinching the deal in late November. KKR knocked on the door of more than 20 banks, including some it rarely borrows from, as it sought financing for the deal, but none would provide the full debt package the buyout firm was seeking, according to sources familiar with the events
KKR "Hey WMIH. Banks are being weird, but don't worry we'll get the money. It'll take a little longer than I thought." "Hey Mills, we'll have the money by the end of year, don't you worry."
Mills "You better or we're going with the other guy."
WMIH *Happy panda -> sad panda -> worried panda*
KKR in the lead to acquire U.S. retailer Mills Fleet Farm: sources
Jan 2016
KKR and Mills *shakes hands* "Good doing business."
KKR to Buy Midwest Retail Chain Mills Fleet Farm
KKR "WMIH, SOON! SOON!! MUWHAHAHAHA! $$$$$$"
WMIH "HOORAYYY!!! MUWHAHAHAHHA! $$$$$$"
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Yeah... I was bored and had too much time on my hands.
Gotta put out some caution to the board though because there will be some that will be disappointed and down right angry if the event never happens.
*************WMIH Corp new acquisition target of newly acquired Mills Fleet Farm from KKR is purely conjecture.*******************
DO NOT TAKE CONJECTURE AS 100% CERTAINTY
KKR will have to make a private sale to WMIH Corp. WMIH Corp acquires Mills Fleet Farm assets less liabilities using funds raised from preferred offering. In essence, paying KKR with their own money. KKR and WMIH Corp will both have to file SEC 8K (one details sale and asset conversion - KKR, one that details acquisition and preferred conversion - WMIH)
This should (imo) technically get around IRC 269 scrutiny and not invoke IRC 382 NOL limitations.
End result -
1A. KKR reduces debt they generated to raise funds for Mills Fleet Farm using funds "stored" at WMIH Corp.
1B. $700+ million debt generated by KKR for MFF acquisition, $600 mil approximately at liquidation value from KKR "held" at WMIH Corp. = $100+ million remaining debt generated by KKR which KKR can use themselves (NOLs)
2A. WMIH Corp utilizes NOLs at no limitation on MFF business profit.
2B. Mills Fleet Farm NOLs would be eliminated or limited due to 2 ownership changes, but WMIH NOL's should cover that aspect.
3A. KKR due to WMIH Corp making an acquisition receives converted shares per terms.
3B. WMIH Corp common share prices goes up and KKR by virtue of converted share ownership, also profits.
----------------------
I've read a lot of wild theories here. Mills Fleet Farm is one of the few I like. This post is my opinion of how it would work if MFF is the new acquisition target.
I would say so. Remember Series B preferred by KKR conversion? ($2.25)
Very possible, but this stock has also done exactly the same thing it has done on the pinks numerous times last year(especially with no news). (6 month time frame since uplisting)
If I were to hazard a guess, it'd be 50:50. 50 pink behavior, 50 NASDAQ behavior.
No catalyst at all. Volume will either be insanely high (above 1,000,000) or low (below 500,000). (Expect the usual "something big about to go down" type of stuff) It will be "random".
It's going to go up again. I'm expecting $2.40-2.60 by 01-25-16. Could happen earlier too.
Could care less or couldn't?
Could care less = I agree.
Couldn't care less = I disagree.
If FDIC-R couldn't care less, they wouldn't have filed for an appeal.
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You're alive!!
Post 438959 Monday, 10/19/15 03:10:25 PM
I pay attention is why I know. That and I don't have a selective memory. Be aware: there are people on this board that will hide or choose to ignore very pertinent info, while spouting sketchy theories.
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Deustche Bank issue has been brought up before (months ago).
Post: 438995 Tuesday, 10/20/15 11:26:49 AM
Post: 438930 Monday, 10/19/15 10:48:35 AM
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(edited)
cura asada posted the link to the case - post 438944 Monday, 10/19/15 01:01:20 PM
Searching the case number is easy (Civil Action No. 09-1656(RMC)). Finding the result of the case with the case number - easier.
------------------------------------
If you want to keep track of FDIC appeal of the DB - the new case number is Case Number: 15-5322 at U.S. Court of Appeals, D.C. Circuit
Also listed as 0:15-cvus-05322
http://www.wsj.com/articles/j-p-morgan-wins-legal-battle-in-washington-mutual-case-1433365003
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https://www.fdic.gov/bank/individual/failed/wamu_amended_unsealed_opinion.pdf
Start at end of page 52 for the Conclusion.
The Court leaves to another day and another argument whether Plaintiff Deutsche Bank can recover from FDIC. A memorializing Order accompanies this Amended Opinion.
NOTICE OF APPEAL [1584521] filed by FDIC seeking review of a decision by the U.S. District Court in 1:09-cv-01656-RMC. Assigned USCA Case Number: 15-5322 15-5322
-> Non disclosure agreement. <- is the likely reason.
That was rampant speculation by certain posters. The 8k that noted the failed acquisition attempt was immediately followed by news about Wells Fargo purchasing GE Capital CDF.
https://www.wellsfargo.com/about/press/2015/commercial-distribution-vendor-finance_1013/
WMIH Corp themselves never specified what the target was and who the competition for the target company was.
http://www.sec.gov/Archives/edgar/data/933136/000119312515342809/d46789d8k.htm
During the three months ended September 30, 2015, the Company identified a potential acquisition opportunity and participated in a competitive sale process with respect to an operating division of a public company. However, we were not able to reach a definitive agreement for the transaction and discussions ceased on October 13, 2015. The Company expended time and resources to explore this potential acquisition, including the incurrence of reasonable fees and expenses for financial advisory, legal and consulting services.
During the three months ended September 30, 2015, WMIH identified a potential acquisition opportunity and participated in a competitive sale process with respect to an operating division of a public company. However, we were not able to reach a definitive agreement for the transaction and discussions ceased on October 13, 2015. In connection with the foregoing, the Company expended time and resources to explore this potential acquisition, including the incurrence of approximately $10.7 million in fees and expenses for financial advisory, legal and consulting services.
Pretty much yup. The dates are tentative as are the amounts.
If the court agrees with the FDIC and deems these claims are "golden parachutes" all of these claims could be disallowed before the summer. If they are, expect some claimants to file for an appeal.
If the FDIC removes their objection to these claims being paid, the terms that the claimants and WMILT reached I think back in 2014 (could've been 2013) applies.
Many of the claims are considered "Golden Parachute" claims by the FDIC and the payment of any amount to these claims were objected to by the FDIC. I can only assume the claimants want to litigate this but can't agree to the scheduling of discovery.
There was, if I remember correctly, several attempts to pay settled amounts to the settling claimants.
http://www.kccllc.net/wamu/document/0812229150512000000000001
These (15) claim amounts should also comprise a portion (rough estimate $10 mil) of the restricted cash (around $60 mil) being held in reserve as mentioned in a conversation I had with "cura asada."
http://www.kccllc.net/wamu/document/0812229160111000000000001
15 employee claims/adversary proceedings to be scheduled (not yet confirmed) starting July 15, 2016 and set to conclude around Feb 2017.
$161,542.58 (ANTHONY BOZZUTI)
$581,627.55 (CHANDAN SHARMA)
$577,000.00 (EDWARD F. BACH)
$326,826.37 +10,950 (HENRY J. BERENS)
$174,561.70 (JAMES CORCORAN)
$753,749.79 +10,950 (JOHN M. BROWNING - nice name)
$814,261.06 +$11,250.56 (KEITH O. FUKUI)
$1,009,690.00 +25,000 +$51,644.45 (MARC MALONE)
$224,000.00 +$66,742.80 (MICHAEL R ZARRO)
$447,513.68 +$57,137.32 (RACHELLE M. MILEUR)
$1,176,148.76 +$84,050.00 +$73,324.21 +$10,950.00 (THOMAS E. MORGAN)
$842,685.33 (ANN TIERNY)
UNKNOWN +10,950 (TODD H BAKER)
$1,219,850.60 (GENNADIY DARAKHOVSKIY)
$3,775,000 (BJORKLUND, et al.)
Current status of Deutsche is figuring out who's responsible for paying the amount.
Currently up for appeal by the FDIC as the initial judgement made the FDIC responsible for the full amount.
The cash is restricted to settle claims. Restricted cash can't be used to invest in short term securities. No claims = no restrictions.
As the remaining claims (like Kareem's) becomes disallowed or settled for a lesser amount, the value will change. As disbursements are made - the disbursements will be from either remaining unrestricted cash, liquidating short term securities, or by using restricted cash if it was set aside for that particular claim.
Assuming all goes well (all remaining claims disallowed) there will be around $100 million left for LTI holders.
Assuming some gets settled for a lesser amount and others become disallowed - throwing out $50 mil for a number.
Assume all gets settled for full amount - $0.
That's a change in short term securities. Check out the ending cash balance plus disputed claims reserve. Specifically total net assets as of 9/30/2015. Total cash and short term securities will also give you a general overview but look for the net.
Short term securities is just that, short term. The value will fluctuate with market prices, etc.
On top of that, you will find Purchase of U.S. Agency Securities (Found on page 3)
Pages 3-6
http://www.wmitrust.com/wmitrust/document/8817600151029000000000001
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Last bit, definitely read the notes. A lot of paragraphs but with important details about the numbers such as:
As of September 30, 2015, the Trust held $64.8 million of cash and $0.3 million of Runoff Notes in reserve on account of the Employee Claims, with the aggregate remaining amount of those claims totaling approximately $62.0million after the application of the Section 502(b)(7) Cap(as defined below).
There's no automatic removal. Need to specifically request one. No matter, if you were on the list and didn't file a request to remain on the list, you should be off it for future notices.
The polite ones file a withdrawal and removal request after their claim is settled or disallowed.
The impolite ones don't. It costs nothing to receive the documents/notices.
We will see distribution if the remaining claims are disallowed. Certainly not in the billions (unless you believe the billions theory) but will be millions (Around $50 to $100 million).
There is also 1.5 million shares roughly remaining in disputed equity escrow that is being held in reserve for remaining claims.
In addition D&O settlement is structured in a way that the WMILT will exist in the year 2018.
Unless released sooner in accordance with the terms of the RSA, if no such action or investigation is commenced prior to
each of September 25, 2015, September 26, 2016, September 26, 2017 or September 26, 2018, then $500,000 of the Reserve will be
released to the Trust within three business days of each such date.
If you want to see how many people are being sent stuff check out the latest: http://www.kccllc.net/wamu/document/0812229151229000000000002
Affidavit of Service of Lydia Pastor Nino
I caused to be served the following document listed below upon the parties listed on Exhibit A via Fax; and via Overnight mail on Exhibit B, Exhibit C, Exhibit D, Exhibit E, and Exhibit F:
Furthermore, on December 21, 2015, I caused to be served the following document listed below upon the parties listed on
Exhibit G via First Class mail:
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You should see the Affidavit of Services when it came to Kareem's filings. Like in http://www.kccllc.net/wamu/document/0812229151027000000000001
Check out exhibit A: Verizon Services Corp <-- why does Verizon need to be informed about Kareem's mortgage claim? Waste of money.
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Keep in mind even with claims dwindling and reorganization of the 2002 list - scheduling of remaining claims is well into 2016 and motions can be filed by the claim holder for extensions.
I'm not understanding your question but I take it that you want to see if there is a connection between the removal of parties on the Rule 2002 list with LTI holders?
There is a link but nothing significant. Bankruptcy court Rule 2002 as I explained in post 442648 is simply a notification list on the activities of claims/omnibus hearings of WMILT. The link to LTI holders is that removal of parties on the list means that the amount of claims remaining is now less which is a plus for LTI holders. Less claims - more money returning to LTI holders. Less money spent informing people on a long list = more money saved.
There is no reason for any law firm or person to remain on that list and continually received updates (via mail - usually sent priority or overnight, email, telephone, etc.) if their claim has been disallowed or settled and are no longer a party to any remaining claim. Some of these filings as you know contain upwards to 20 pages. Imagine making photocopies of all the motions and filings and sending it to 200 people on the list using overnight delivery. It costs money, a lot of money. Especially when for example - 195 people on the list has nothing to do with Kareem's claim.
The share distribution was from disputed equity escrow and those shares were released after settling a claims. If a claim was allowed - it would've either been paid with cash or with shares from disputed equity escrow. As more claims become disallowed, more shares will be released to LTI holders until the disputed equity escrow is empty.
PLRs by the IRS contains application of the internal revenue code to a specific taxpayer. IRC still applies (unless you bribe the agent to misinterpret (or bend the rules) the IRC in the PLR).
I'm assuming you don't have any remaining posts left so please respond when you can. Are you specifying private letter rulings or tax exempt bonds?
Internal Revenue Code section 382 -
If you apply 382 limitations on the $1 Billion profit for 2016
$1,000,000,000 - $159,000,000 (annual limitation at 2.65% rate) = $841,000,000 taxable at state and federal corporate rates.
2016
$73,587,500 Delaware taxes owed.
$295,616,666.54 Federal taxes owed.
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$369,204,166.54 Total taxes owed for 2016 for $1B profit utilizing NOLs limited by section 382
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So for an acquiring company to effectively use NOLs using NOL carry forward - they would have to acquire and somehow sneak past the IRC section 269 scrutiny AND get around section 382 limitations.
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Last bit of section 382 that applies is 2 years of continuity. The acquired company must operate for 2 years (under old or new name) after being acquired otherwise the NOLs are reduced to 0.
If WMIH Corp with an operating business has a $1 Billion cash profit (year 2016) - simple answer is the $1 Billion is considered $0 income taxed at federal and state corporate tax rates for 2016.
---------------------------------------------
Tax Savings
The $1 Billion would be subject to corporate tax rate at state (depends on state of which Delaware has 8.7% flat rate) and of course federal levels (federal corporate tax is not flat rate so lots of math).
$87,000,000 - State Corporate Tax (Delaware)
$349,999,999.99 - Federal Corporate Tax total after calculating brackets
---------------------------------------------
NOL's can be used in carry back (up to 2 years) - where the NOL can be used to obtain a refund for taxes paid in the previous 2 years.
NOL Carry Forward - the NOLs offset income - so at $1 Billion profit - WMIH Corp can utilize $1 Billion NOL (out of $6B) - which will reduce that annual profit to $0 ($5 Billion NOLs will remain afterwards).
Effectively 6 years of tax free operation at $1 Billion annual profit utilizing NOL carry forward.
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Note: Delaware may have specific NOL limitations. I'm not aware of any but I haven't looked up specifics on the state.
For ownership change limitations (ownership change as defined by the IRS is an increase over 50% of stock ownership) triggers Section 382 of the Internal Revenue Code.
382 allows the new owner to utilize pre-ownership change NOLs but limited at "long term tax exempt rate." The percentage is determined by the highest value of the month the ownership change occurred and the preceding 2 months.
The limitations don't reduce the total amount of NOLs.
$6 billion in NOLs total subject to 2.65% (Jan 2016 rate) annual limit = $159,000,000 annual use. At that rate (using simple math) it would take 37.73 years to utilize the entire value of the NOLs.
Keep in mind - NOLs carry forwards expire in 20 years.
At the moment - WMIH Corp (according to their 10K) doesn't believe the NOL has any limitation.
It's possible but not likely. It will also be subject to IRC 269 scrutiny.
The issue largely depends on whether or not the IRS sees the transaction as a purposeful attempt to avoid taxation.
Seeing as how WMIH Corp has NOLs in the billions, I can't imagine the IRS overlooking any company trying to acquire WMIH NOLs by any means. Maybe if the NOLs were in the low millions or hundreds of thousands, but not billions.
Not to mention - WMIH Corp is a shell with NOL's. Another company that will acquire WMIH Corp is obviously doing it for the NOLs since WMIH Corp has no operating business (not counting businesses in run off mode).
Hypothetically lets say the IRS overlooked the purposeful tax avoidance or they couldn't prove (legally) that it was done on purpose, the change in control that would likely occur in this event would place annual restrictions on the use of NOLs.
Presently, there should be no limitations on the use of NOLs by WMIH Corp itself.
Can a company buy WMIH outright and have use of the NOL company wide at the buying company?
I thought that was doable after x years of no change in ownership?
Take the time to read them. Make the decision yourself. It's not a difficult thing to do.
Doesn't matter. WMIH hasn't been one to follow the market on pinks or on NASDAQ.
Has anyone mentioned how this is MM or hedge funds suppressing the price to obtain more shares yet?
I'm just waiting for news, but until then, I'm expecting broken record statements like:
MM shaking tree, share accumulation, so on and so forth.
Followed by when the price rises with low or high volume with no news:
Someone knows something
It's finally happening
Major event by X date followed by excuses about why it didn't happen.
Par for the course. Only a certain group of people refuse to admit it.
Expect "random" +$0.10 to $0.30 followed by -$0.10 to $0.30 in a cycle until news hits.
Charts don't matter, volume doesn't matter. Not for WMIH. Not yet. Not until acquisition and business is in full operation.
Matter of perspective. I hold shares for long term capital gain/loss (hopefully gain). Much progress was made this year.
If prices go to zero, it will offset my capital gains. If it goes up, it will add to my capital gains. There are tax related maneuverings to be had in both outcomes.
I expect at least another year or another share offering to raise more funds (something I've suggested that could be required) before any further progress (acquisition) is to be made.
Exactly. A short simple filing that says something in clear and simple terms yet someone mistakes it to mean someone is trying to hide something or something is about to get leaked?
Post: 443002
Makes you wonder what they want to hide. Maybe with all those on the list it might get leaked.
Read carefully. The link referenced in post 443000 specifies a DEADLINE for any requests for redaction of the 12/23/15 hearing. It's not a request for redaction in of itself.
There was only one thing heard on that court hearing and that was:
Item 20) Mtn. for Ext. of Time for Fee Waiver App. in Lieu of Paying Appeal Filing Fee (doc. no. 12135)
DENIED - Order to be submitted under COC
this week been UP 3 days in a row, & that is out of ordinary on Low volume.
The important part is:
Item 20) Mtn. for Ext. of Time for Fee Waiver App. in Lieu of Paying Appeal Filing Fee (doc. no. 12135)
DENIED - Order to be submitted under COC
Most if not all brokers will do that unless you have a "AON"/all or nothing condition set on your order.
The problem with AON orders is that depending on the quantity, the order may or may not execute immediately (immediately = less than 5 seconds) or execute at all.
AON places the condition that the broker must be able to buy/sell all quantities before the order is executed. No partial orders will be filled.