Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Good, that's what I noticed too that they only got up to 42.5%.
Strange because on this issue, I agree with you.
The sensible company would have tax experts and lawyers totally analyze how to maximize the NOLs.
If for any reason, there's a possibility of losing or encumbering the NOLs, they would have to wait for the 3 years to pass.
They could be working on acquisitions but the most important asset and currency we have are the NOLs and as you can see they are dotting the Is' and crossing the Ts.
GLTA.
BK, there was a start date. There was ownership change when WMIH exited bankruptcy.
Read the NOL rules again, the NOLs become unencumbered after 3 years.
It would ridiculous if the financial advisors packaging the deal failed to realize this.
Claiming that Rosen kicked SG behind ludicrous and you know it.
The debtors represented by WGM have control. The EC was founded much later in the game after a lot of shenanigans had taken place.
SG fought the good fight and got us escrow and the new company.
If WGM had their way we wouldn't have received a dime.
Justin Nelson and Parker Folse did a great job but the debtor was against us from the get go and tried to even enrich jpm.
While your blasting SG think about the possibilities if we had debtors who were ready to fight all the way to the supreme court.
GLTA.
Please allow me to speculate.
Maybe Goldman Sachs supplied information about the bank assets. If we all remember GS were charged with finding a buyer for the bank and for you to find a buyer, they would have had to do a valuation analysis.
To do a proper valuation analysis, they would have almost unfettered access to the books.
Maybe GS handed the assets and liabilities list to SG and said free us until you guys get paid.
Catz, you have determined the JPM has a claim against the FDIC based on that statement but when I posted that the same FDIC states in article VIII that there's going to be a revised accounting of the assets transferred you didn't post back.
Please answer. Is the FDIC going to revise the purchase price and are there are assets that were not transferred and returned to the estate?
Does the Estate have a claim against the FDIC as creditors?
I await your comments.
Yes, the assets were delivered but the P&AA clearly states at what value the assets should go for. They are either book value or market value.
Now how do we know the book value or the market value of the assets transferred to JPM.
That's why article viii is critical to closing the P&AA.
The FDIC-R has fiduciary responsibilities to the estate, creditors and under federal law.
Catz until the P&AA is closed, you also should reserve sweeping conclusions.
I agree that there's no forensic accounting to be done.
An example is indymac. The FDIC has the documents up and they actually did some accounting revaluation.
At the office now, so I can't provide the link but I read their revised P&AA.
Catz, Read article viii of the P&AA.
It clearly states at a later date there has to be a review of assets and proper accounting.
If everything is completely done why not close the p&aa from day one.
Catz, that can't be right. FDIC-Corporate was released but FDIC-Receiver was never released.
See my previous post and the response from the FDIC-R.
We have a claim against FDIC-R as a creditors and there's filing to prove it.
What? The FDIC-R was released.
Are you sure Catz?
Catz, well you fell into it. You claimed that the FDIC is not within their scope of any claim right?
http://www.kccllc.net/wamu/document/0812229110721000000000011
Do you know what was filed under seal and was there ever an hearing?
Catz,
What claims does the WMILT have against FDIC-R?
According to the D&S agreement, the FDIC-R is not released and we are creditors.
Please back your response with necessary filings.
Looking forward to your response.
Wrong again Catz. Negotiations are not based of strengths and weaknesses of the case against a particular party.
Most time they are based on factors like trial duration, reduction in potential damages and common sense.
TPS group wanted to fight all the way to the supreme court but settled after deposing EC completed mediation.
Their coalescing behind the agreement reached by the EC does not weaken their case, it just tells me they have realised enough recovery.
I also agree with having an alternate view on the BK issues but the idea that logic applies to the BK court and sale of WMI doesn't make any sense.
Is it logical to sell a bank without having a true market value or proper valuation?
Is it logical that the old BOD just walked away without a fight with the FDIC and JPM on the seizure and sale? Maybe there are skeletons but then let's see audited financials.
Why was there no leak from the CFO of audited financial statements showing all the bank assets and liabilities?
Why did WAMU not get placed on the no short list? Why did the BOD not go after the naked shorters.?
I can go on and on. This BK case doesn't make any logical sense.
Am going to be here till the end to see if P&A closes after if there are no recoveries, then I can say we got f'ed.
Agree with you that the website is subpar for a potential billion dollar company.
But the question is why build an expensive site with high cost when they might be planning to merge with another company.
I hope the BOD gets it together because I could have built them a better website for free.
You cannot drive from the backseat. EC and their Attorneys were in the not even in the backseat but in the trailer.
You cannot continue to complain about Sussman without accusing the previous BOD of totally complicity for not fighting the seizure all the way to the supreme court.
Catz, I'm going to slightly disagree with you.
Yes, the WMIH and WMILT provide reports and SEC filings but Large is talking about the dark days of the BK dispute.
Been here forever and remember several term sheets going back and forth for settlement. Did you or me ever see any of these term sheets?
What LG is talking about might a little too high for the escrow but I read some of the filings myself and his up to something.
I keep asking myself why the TPS consortium took on the EC and sent their lawyers to depose MW and suddenly they asked for 5% more and signed off on the releases.
I mean, this guys could have fought the conditional transfer to the supreme court because they actually had assets backing their securities.
Another issue that LG brings up is that if JPM and the FDIC were not afraid of a Sussman or other legal teams taking the case on after BK proceedings to a criminal court, why ask for such a broad releases. Like I posted before, after the BK without releases nothing stops a criminal proceeding to initiated or even a civil case of negligence on the WMB BOD or FDIC for lack of proper fiduciary work.
Am just saying, what did we get for the broad releases? Did we actually get the so-called fair and reasonable settlement? Time will tell.
CYA, the WMILT clearly states cautionary notes and do not provide audited financial statement. There maybe adjustment and release of disputed assets also.
GLTY.
Exactly we have almost no one our side. That's why this angry outbursts are not useful.
If anyone is angry be angry at the board of directors that never fought the seizure. They should have fought all the way to the supreme court stating that the fourth amendment without resonable compensation.
Why didn't the board of directors ask for a stay until a forensic accounting was completed for valuation of wmb.
Why are people not shouting at hanky panky Paulson and sheila bair after all they seized the bank.
That's our problem we have people misdirecting their anger at MW but you can't drive from the backseat or in our case from the trailer.
GLTY.
Catz, if JPM got whole WMB then why could they claim only the assets and not the liabilities.
If the P&A agreement says whole bank then how do you define "whole"?
JPM is playing with FIRE. All someone needs to do is go court shopping and get a judge to agree that the P&A is not enforceable as is without a complete asset list of what was transferred by the FDIC.
Am not gonna dwell on the past but Wachovia was paid billions by wells Fargo and they were much smaller compared to Wamu.
Sometimes I do think your projections are way too high but I do remember that the TPS lawyers were claiming they were ready to go all the way to the supreme court.
Suddenly, after deposing the EC they got 5% more and backed down.
Like you said those guys were fierce in court and wouldn't back down if they weren't getting anything.
The so-called conditional exchange for TPS securities is disputable and sketchy at best.
If you are correct with your analysis, then your the man.
Yea, company insiders are loading up on shares. I guess they don't know anything and like throwing their money away.
GLTA.
Now I understand why we are down this morning. The WMB debt is none of our business here. The holding company is free and square after exiting BK but I guess any news is news to people who haven't been on this journey.
Stock has held up quite well with the news and I can speculate that the piece was a suspicious hit job to take down the stock price for some institutions to get shares off nervous longs.
Oh well. Am here till the fat lady (KKR) sings.
Preferred holders received 75% of the reorganized company common shares.
We also received placeholders if the litigations payoff.
Not gonna blame you for cashing out.
Friendly advice though, your gains are now capitalized in 2013 tax year. You could have sold in the new year with the gains available to trade with through 2014.
Or you might have made a genius move by cashing out and let the price settle down or we might never look back.
GLTY.
I think we can only do a merger of equals or a company we are bigger than.
My thinking is KKR has a few subs that we might merge with and then KKR.
Or the $1.5B preferred shares would be the capital raise for a possible $3B merger.
Who knows how this deal would be finally structured to maximize the NOLs.
They can own up to 42.5%. Watch them squeeze out the old shareholders and take this bad boy private.
Hopefully, we get paid enough.
I agree with you about WMILT going this route. My only disappointment is that WMI cited several cases for setting a cap on claims but she wouldn't grant us the relief requested.
Hopefully, this route doesn't take forever.
I was going to say the same thing. The equity basically doubled.
Look at those investment income, those numbers are interests earned.
We are looking at almost a $1.00 evaluation (unaudited).
TPS will grant release IMO but they will continue to sue that the conditional exchange was Pre-BK and the BK court had no jurisdiction to determine the transfer or the exchange.
My mind tells me that even though JPM and FDIC are getting releases, the Pre-BK actions are a whole different issue. Here's were I think that venue shopping is going to be essential. All we need is a district court to interpret Stern properly and state that the BK court cannot cleanse Pre-BK actions.
IMO, Watch out when WMB Bondholders go after the money paid to the FDIC for the sale.
The fat lady lady is singing but she going to be sing a long time because the dough the FDIC got would be coughed up, TPS and WMI would be venue shopping and if they get a Judge to agree with them watch out. The Debtors would say well the assets are with JPM and now it would be JPM vs TPS Consortium.
We might not get anything out of the TPS pot but we could tag team because TPS would have shares of the new WMI and all recoveries could come to the reorganized debtors.
GLTY.
I've read the loan terms and IMO it's not dilutive therefore, cannot be death spiral loan. The main characteristic of death spiral financing is the issuance or reservation of shares to the lender.
I'm still skeptical about the 5% for the SNH because that could be the shares reserved to cover the loan but it's still not very clear to me.
Finally, I know you know this already. There's is a major difference between liquidity and assets. WMMRC has assets but might need some liquidity to get business going and start writing new policies and maybe start employing personnel and meeting payroll and the rest of what goes into start a new company.
If I were the EC, instead of starting from the scratch, they should immediately go into acquisition and merger mode.
Let me help.
If we value the Reorganized at $250M @ 70% = $175M
Therefore, splitting $175 between P&K and TPS = $175M/2 = $87.M
We can then divide $87.5M/3M ~ $29.
There's a lot of things that would continue to be revalued because like I posted on the other board because book value is not the same as Fair Market Value.
This is not also taken into considering the $350M WMB claim that should flow down to us.
There's a lot of things in flux but this are my preliminary numbers.
GLTY.
YES we did. Congrats man.
Yes, because it's now for certain that commons would survive.
Secondly, we have millions for mergers of equals to grow WMMRC.
Thirdly, they have a lot of assets that were not valued. So expect some assets that were at book value to valued at their Fair Market Value.
If you have a house, using the accounting principle of depreciation, the property can depreciate to almost zero but in true market value could be worth billions.
Empire State building could be valued at zero through depreciation but you know it's worth BILLIONS.
1.73 Common Equity Interest: Collectively, (a) an Equity Interest
represented by the 3,000,000,000 authorized shares of common stock of WMI, including,without limitation, one of the 1,704,958,913 shares of common stock of WMI issued and
outstanding as of the Petition Date, or any interest or right to convert into such an Equity Interest or acquire any Equity Interest of WMI that was in existence immediately prior to or on the Petition Date or (b) a Claim, other than with respect to the Dime Warrants, which pursuant to a Final Order, has been subordinated to the level of Equity Interest in accordance with section 510 of the Bankruptcy Code or otherwise.
1.74 Common Stock Allotment: Ten Million (10,000,000) shares of Reorganized Common Stock, representing five percent (5%) of the issued and outstanding Reorganized Common Stock as of the Effective Date.
Commons get 5% of New Company.
As much as I think your risk analysis and spread in WMI securities is wrong, I do agree it with you that there's more that meets the smell test or ordinary eyes.
Why would creditors reject cash and want equity in a $170M company?
Well the same senior creditors that helped create the GSA could have taken FJR and gotten all their cash and moved on to the next play. Why the interest in a so-called run-off business?
Voodoo, I'll listen to Fish because as much as I agree with you, I believe you need to diversify your holding to at least recover your initial investments in case the BK doesn't go our way.
GLTY.
Catz, Most times I agree with you on your analysis on the previous plan modifications being solidified.
Here's where we differ.
During the previous plan modification, we had not had the IT issue tried. We have the SNHs by the balls. Why let go?
The previous plan gives WMB bondholders $350M which is clearly an issue of piercing the corporate veil.
For them to use 2 weeks to resolve all these issues to me sounds almost impossible. The creditors want their money and all other issues would be dumped into the litigation trust controlled by the EC.
I agree that we will get the NewCo and just surviving alone would be a great victory but it's either full scale battle to settle the IT charges or they settle in mediation. If you remember the SNH claim also includes senior bonds and notes not counting the gains from trading.
IMO, Creditors get their dough and everything is thrown into the litigation trust so we can head out of BK.
I understand the legal morass your clearly describing but a very good investment banker can restructure the corporate debt structure easily.
Assumption:
Why pay Preferred cash when you can do a $6Billion Merger.
I knew someday my corporate finance class would be useful.
They can easily allow the structure to remain as his and take the cash recoveries and NOLs and get the $6B merger done which would better utilize the NOL to increase the ROI on commons.
Why pay $3.5B in cash when you can manage a 7% non-cumulative preferred return? The actual yearly liability $245M in dividend payments and allow the market to price the commons.
I have other scenarios that would involve buybacks and a small reverse split of just common shares using the WMB Claim = $350M. That alone would reduce the OS and thereby allowing the new WMI to use the cash for the a $6B merger and preferred can be converted to commons of $10 per share which results in 300Million shares with $3B in Cash and $15B in NOLs. That immediately allows and frees cash for acquisitions.
In this economy, $3B is a lot of cash, I mean we can even turn this baby into a dividend paying trust or an investment portfolio that pays about 5% a year in perpetuity.
I will agree with that the EC submitted a very reasonable term sheet and its now up to the other parties to fall in line.
We are not out of the blues because the Appaloosa Attorney was still talking tough wanting to got an article III court to fight the IT claims against his clients.
Hey, as much as you make my blood boil on WMI we are on the same side.
GLTY.