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Well, doesn't sound good for "Billions and Billions" nor for other similar unicorns of massive monies magically appearing for equity-based Escrows.
Maybe not here but in Meinong's Jungle welll....
"If the Holding Company does not use this Ordinary Loss in the tax year it was acquired i.e 2012, then the Hold Co will have to put the Loss on the books in the NOL category..."
I came into this from another site and apologize if this request is a redeaux.
Do you have a supporting link for this or will you point me to the clarification/discussion?
Thanks.
Thumbs up Ilenes.
(a couple of posters on YMB wanna have your baby)
Great presence and well informed presentation.
Ten
Cannot be used by one party as both sword and shield.
Debtor can use atty/client privlege to stop discovery requests(shield)and then make sustainable claims based on the privleged information(sword).
ie. My client told me something I can't tell you but based on what he said you owe him 30 million dollars.
Ten
No advice.
No requests.
Thanks for standing up.
Ten
You ('re a) Rock!
Ten
Testimony on BOLI/Coli has been stricken as Nelson forced Kosturos to admit that counsel had a hand in deciding BOLI/COLI appropriation/dispersal.
Ten
If the TPS comes back to WMI doesn't the collateral for those securities also revert?
The collateral was $13Bn. but is probably less now. If TPS only needs $4Bn. of that collateral to be made whole then who gets the remainder?
Ten
"That report doesn't move us very much."
Stark for TPS
There aren't enough Estate assets to give preferreds more than 0-1% (and preferreds will end up nothing), and there will never be a plan that gives them any more than that.
Dix.. Did you put this language in your letter to THJMW?
Don,
For personal and professional reasons I will not write a letter to the De. BK Court.
I notified my state senators of the severe misgivings I have about the Dept of Treas 5 year plan(see their strategic message 2007/2012) to abrogate individual States' economic decisions and accrue that power to the Federal Government.
The recent banking revision bill is one step in that process. If you look closely at the number of state and local banks taken over by FDIC you will see that many of them are or were solvent but had liquidity problems.
I may have mentioned WaMU as being pivotal in implementing the 'E Pluribus Unum' vision of Sec Paulson.
Beating that drum in too many venues will undermine the concern I wish to convey as will being seen to potentially profit from pushing a 'conspiracy agenda'.
You or anyone else who wishes to use my phrase or version thereof is more than welcome to do so.
Ten
"...be a chance that current wamuq shares could be transferred to the common shares of the reorganized co. when they emerge from BK?"
If WMI emerges from BK as a reorganized company the most likely avenue of dealing with common shares is to exchange the old for the new. When common shares are preserved in a Chap 11 proceeding they are most often exchanged for shares in the reorganized company.
Google search:
http://www.google.com/#hl=en&expIds=17259,25638,26637,27284,27357&sugexp=ldymls&xhr=t&q=preservation+of+common+shares+in+Chapter+11+bankruptcy&cp=54&pf=p&sclient=psy&aq=f&aqi=&aql=&oq=preservation+of+common+shares+in+Chapter+11+bankruptcy&gs_rfai=&pbx=1&fp=b2da8a77dcd93603
It is probably too early for this but I have been assuming that assets will be greater than liabilities and have been trying to anticipate WMI's follow up stategy. I'm also assuming WMI current BOD will ty to screw me out of as much money as it can which is why the issue of an EC influenced BOD is of paramount importance.
Ten
The gavel fell yesterday to START the bidding.
Only in a small biotech company with great potential.
The shedding of the BK proceedure opens the road from proof of concept to use in therapy.
For Biovest I expect an abbreviated version of the journey that Provenge took to approval. From May of 2007 to May of 2009 was an unnecessary delay for Provenge.However Biovest will have an easier path to the FDA BLA vote because of the rough road smoothed by Dendreon.
I can't address the pps but I see the near term future for ABPI/BVTI to be involved in the compilation and presentation of secondary data for the indolent NHL study and the preparation for submission of the BLA.
IMO the data for support of the BLA for BiovaxID will have been gathered and reviewed in the first first half of 2011. The preperation of the BLA submission including readying the production and storage facilities for FDA inspection, revision and approval will be ongoing.
IMO the BLA will be submitted in the second half of next year.Ihave my fingers crossed that it will be in time for a November meeting but delay seems to be the fate of Accentia/Biovest.
Meanwhile I expect Aceentia to push further into their MS treatment studies.
(I'm posting the link below as an update in that field.
http://www.the-scientist.com/blog/display/57697/)
Enough money and evidence to push BiiovaxID through the door of approval.IMO
The pps will take care of itself.
Ten
Recent news in the mortgage market just confirms the giant risk JPM was taking when they bought WAMU assets for the "BARGAN" price.
What news and how so?
Ten
this was going to end soon with or with out him
IMO.
Without the examiner it would have ended already. POR v5 would be the agreement.
The numbers on which that POR was based(Blackstone?) would be the foundation.
Nobody was giving EC the time of day. Just shining on. 'The stuff you want is in this pile, we think. Happy whale golf watching.'
'Really Your Honor we gave them what we've got if they can't find stuff that doesn't exist is it our fault?'
Her Honor is not going to to do the forensic accounting nor the fraud investigation.
If the Debtors said, "This is the best we can do and the Creditors agree.", then Equity says,"That's not right." then the judge says,"Where's your numbers?", then Equity says, "Uh, well we don't have any."
Badda boom.
Badda bing.
Bye.
I don't understand what you think would happen if EC hadn't fought for and obtained an examiner, can you explain your position?
Thanks,
Ten
Wasn't there a deadline that came and went in Aug/Sep that if the FDIC accepted the price paid for WAMU they need not do nothing and that is what they did... nothing.
If I remember correctly signing of the P&A was postponed again to 10/30.
Ten
Dude,
Prehaps I misunderstood you. I am trying to figure out after all the current uproar has quieted down and there's a boat load of cash, management, creditors, and equity left.
Then what happens?
How do the shares get translated into cash?
WMI distributes all their cash and shuts down the business(liquidates)?
WMI, cash rich, pays off the creditors,issues new stock which it exchanges for old shares?
We win the war! How do you see the peace unfolding?
Ten
What you're describing seems like a liquidation.
Use the cash pay to pay off the creditors.
Settle with shareholders and walk away or buy back the shares and go private.Avoid that pesky conversion (and the cost) of replacing old shares with new.
IMO nothing wrong with that after all the goal for most here is to exchange shares for cash at some point. Let the DOJ deal with illegals.
Ten
I'm assuming the examiner's report is going to prod JPM/FDIC into giving up a pot full of money to WMI then going away.
What then?
WMI goes to the Court and says, 'Due to a recent infusion of cash we are no longer bankrupt and we ask for a dismissal of this proceedure."
WMI goes to the Court and says, 'Our business is in a shambles we can no longer continue as a going concern we ask for a conversion to Chapter 7. Our creditors have stated they will not object as due to settlements with other parties there are now enough assets to make the creditors whole.
WMI continues to squabble with Creditors and Equity, recently given a seat at the table, over the nature of the reorganized company.
If I've got this right you're anticipating the third option.
Ten
http://www.ghostofwamu.com/documents/2190046.pdf
There is a reference on the opening page 3rd paragraph below the header or go to page 18/139 or search Exchange event in the document.
TPS argument, I believe, is that the Caymans and other real estate backed securities had been seized on the 25th and therefore could not have been converted to J series or other relevant stock by WMI on the 26th regardless of OTS instructions. TPS wants the underlying mortgages back or more likely the value of them.
I may have misinterpreted so if you're interested you should poke around a bit.
Ten
With Catz,
The Veil Piercing arguement made in Marathon et al was rejected by the court. The Court also upheld that the bonds/notes in that instance are analogous to securities. Today the denial of Tranquility's claim was at least partially based on Tranquility's holdings being analogous to unregistered securities and the corporate Veil argument held again.
If WMI elects to treat the WMB securities as members of a class with possible redress due from the parent in addition to giving them $335 millions is WMI poking at the veil hard enough to tear it?
I understand the argument in your previous post to be WMB is a stalking horse fulcrum.Is it possible that strategy could backfire on the Debtors? Does placing WMB bonds/securities in a position to reap benefits beyond the agreed $335 millions if there is,in fact, substantial volume in the waterfall open the door to parties with equatable claims?
Thanks,
Ten
Ilenes, thanks for being there.
Thanks to your pew mates as well.
Ten
Lebosco,
A motion for a declaratory judgement to place WMB noteholders just above Equity in the waterfall was filed very early this AM EDT. I thought the timing was unusual and wondered if the Equity Committee was aware the motion existed.
Ten
"Statutory remedy for the determination of a Justiciable controversy where the plaintiff is in doubt as to his or her legal rights. A binding adjudication of the rights and status of litigants even though no consequential relief is awarded.
Individuals may seek a declaratory judgment after a legal controversy has arisen but before any damages have occurred or any laws have been violated. A declaratory judgment differs from other judicial rulings in that it does not require that any action be taken. Instead, the judge, after analyzing the controversy, simply issues an opinion declaring the rights of each of the parties involved. A declaratory judgment may only be granted in justiciable controversies—that is, in actual, rather than hypothetical, controversies that fall within a court's jurisdiction.
A declaratory judgment, sometimes called declaratory relief, is conclusive and legally binding as to the present and future rights of the parties involved. The parties involved in a declaratory judgment may not later seek another court resolution of the same legal issue unless they appeal the judgment.
Declaratory judgments are often sought in situations involving contracts, deeds, leases, and wills. An insurance company, for example, might seek a declaratory judgment as to whether a policy applies to a certain person or event. Declaratory judgments also commonly involve individuals or parties who seek to determine their rights under specific regulatory or criminal laws.
Declaratory judgments are considered a type of preventive justice because, by informing parties of their rights, they help them to avoid violating specific laws or the terms of a contract. In 1934 Congress enacted the Declaratory Judgment Act (28 U.S.C.A. § 2201 et seq.), which allows for declaratory judgments concerning issues of federal law. At the state level, the National Conference of Commissioners on Uniform State Laws passed the Uniform Declaratory Judgments Act (12 U.L.A. 109) in 1922. Between 1922 and 1993, this act was adopted in forty-one states, the Virgin Islands, and the Commonwealth of Puerto Rico. Most other states have varying laws that provide for declaratory judgments. Most declaratory judgment laws grant judges discretion to decide whether or not to issue a declaratory judgment"
Clawman,
$1.8 to $2 million per month for all the work they're doing in the time alloted. They are only getting hourly pay with no additional compensation. You know they'd be in for a piece of the settlement if they weren't representing the Gov.
My point was, that they, MLA, probably have no reason to push out the exam based on their ability to make more money elsewhere.
Ten
Hey Ilenes,
If you get a chance before the hearing starts could you ask one of the EC attorneys how they feel about the timing of this mornings motion for declaratory judgement?
Thanks,
Ten
Thanks Myadad,
I think this latest midnight trickery is going to take my mind off the H's for a while. Amazing, the regularity with which the Debtors are able to find new money but push Equity furhter away from the table.
Ten
OK, $34 and change is 68% of the face value which it is listed at on the POR liquidation table so how did the concept of 75% of the court ordered price come into being? It looks to me like the court ordered pay out plus a couple of years interest comes to 75% of face value, the percent listed on the settlement side of the POR table.
I don't remember coming across the clause pertaining to a percentage reduction of the price set by the court and I'm done researching for tonight.
If anyone has a heads up I thank you in advance for pointing me to it.
Ten
If there was obstruction to discovery JH would have gone to the court for subpoenas. An order granting a subpoena would have been filed and we would have seen it.
I'm thinking no subpoenas= cooperation.
I'm also thinking this isn't the only job MLA has going and this job only pays government wages. MLA would probably love to get their resources back.
Ten
Uh
>SECURITY DESCRIPTION: Washington Mutual Capital Trust 2001, Trust Preferred Income Equity Redeemable Securities (PIERS), issued at $50 per PIERS. The PIERS initially consist of a Washington Mutual Capital Trust 2001 5.375% preferred security, stated liquidation value $50, maturing 7/01/2041, and a warrant to purchase 1.2081 shares of common stock of Washington Mutual Inc. (NYSE: WM) at prices between $32.33 and $50 at any time at the holder's option before 5/03/2041 when the warrants expire. The preferred securities are redeemable at the issuer's option on or after 5/03/2006 at $50 per share plus accrued dividends if the price of the common stock exceeds $49.66 per share. Distributions of 5.375% ($2.6875) per annum are paid quarterly on 2/1, 5/1, 8/1 & 11/1 to the holders of record on the business day prior to the payment date. The company has the right, at any time, to defer interest payments for up to 20 consecutive quarters (see prospectus for details). The trust will use their funds from the sale of the preferred securities to purchase from the company the 5.375% Junior Subordinated Deferrable Interest Debentures. At any time at the holder's option the preferred stock and the warrant may be separated and transferred separately. See the IPO prospectus for further information on the PIERS by clicking on the ‘Link to IPO Prospectus’ provided below.
http://www.quantumonline.com/search.cfm?tickersymbol=WAHUQ&sopt=symbol <
So 75% of $50 would be about a 60% jump from where it is now.
What am I missing? Is there a cap agreement I overlooked?
TIA
Ten
JPM lawyer stepped in to help Rosen quash what appeared to be telling arguements by Cal. etal to stay the DS. JPM counsel stated JPM would shoulder the burden of the clean up above the costs covered by insurance thus relieving WMI of the burden. Cal asked for it in writing Her Honor said 'so let it be written'.
Seems like a simple thing if JPM's assertion was in good faith.
B(arney) Rosen: 'I forgot'?
Also B.Rosen 'I know we(WMI) said we'd cooperate fully with the Texas guys but 'I forgot?'
IMO
More evidence that WGM is not fulfilling their duties to their client and to the court. Hasn't Her Honor already warned WMI that they cannot shield behind their attorneys?
(Fiduciary shield doctrine
Definition - Noun
: a doctrine barring a state from exercising personal jurisdiction over a nonresident defendant as an individual if the acts for which the defendant is being sued were performed in his or her capacity as a corporate agent or employee)
WGM is making it easier and easier for the Court to appoint a Case Trustee.
Ten
Do these Investors get paid?
That's what they're going to court to find out.Trial starts 11/01.
Can WMI buy back their own stock?... September 26, 2008, WMI had 1,704,958,913 shares of common stock outstanding.
Essentially No, they can't buy back their stock nor would they want to.
Regardless of the outcome of money flowing to current commons the shares that now exist will be cancelled and new Reorganized WMI shares will be issued.
Even if EC prevails, forces a shareholders meeting, and elects a new BOD, WMI is too big of a mess to continue as it is.
If there is enough money for WMI to satisfy all of its creditors and continue as a going concern the situation will play out like this:
IMO
All the notes/bonds will have been satisfied and Equity will be offered shares in the Reorganized company on a pro rata basis.
IMO
The only risks to FDIC and JPM are those involved with returning what has been illegally taken or rendering to WMI a monetary value for those items as determined by the court with the examiner's assistance.
IMO
JPM is not giving out stock for WMI commons or prefereds nor will they be buying them. JPM's exposure is for the things they took that they shouldn't have and for fair value of WaMu, whatever that is determined to be.Due to the liability provisions in the P&A the FDIC is going to be on the hook for a fair portion of the cash. That cash will go to WMI and the value of the new shares will be at what the markets pegs them based on the fundamentals of the Reorganized WMI.
IMO
The conversion of current shares to cash, if not held until emergence from Chap 11, will be by sale at discount to arbitrgeus.
Ten
LOL :D
hasn't JPM just done that with the real-estate and other WMI propriety holdings (holding co.) throughout this SHAM PROCESS?
Probably where the debtors got the idea.
The reorganized WMI is going to be a small company.
Ten
Washington Mutual Mortgage Reinsurance Corporation.
Its a major part of what would constitute WMI on it's emergence from Chap 11. Now the Debtors are positioning themselves to sell it.
Sort of like JPM marketing WaMu buildings before they actually own them.
Ten
In the motion, Blackstone contract being extended to aid in the sale of WMMRC.
Ten
Bd
The quote was from the post I was answering.
This
"In addition, the debtor must mail to the creditors and equity security holders entitled to vote on the plan or plans"
is from the link provided by CWG.
In this case only some creditors are entitled.
Equity in this case,so far, does not have a voice in this DS/POR so only the creditors can object.
For our purposes in understanding Her Honor's decision yesterday, the objections raised by the creditors did not address the adequacy of the DS. if I remember correctly most of those with standing removed their objections or supported the DS as written.
Ten
"to enable the holder of a claim or interest"
You personally may have a great interest but if you are a holder of equities only you get no vote in this(until you are included in the POR)and have no claim. You may not like what's happening but you have no basis to heard in court.
Ten
A disclosure statement, by definition, is a written document prepared by the chapter 11 debtor or other plan proponent that is designed to provide "adequate information" to creditors to enable them to evaluate the chapter 11 plan of reorganization
"to creditors"
Look at it this way, EQUITY is not a creditor. If the DS is inadequate per statute but acceptable to the Creditors why would they put forth objections (other than clarifying language in this case)? If the Creditors do not object the Court will rule to approve.In this case Her Honor ruled to approve a vote.
The voting date is in the DS as are the provisions for changing it based on the Examiners report.
The passage/or not of the DS will be based on the votes received.The provisions for changing or with holding votes will,in all likelyhood decrease the votes received. That bothered me but Equity has no vote and most of the creditors seem to approve anyway. The passage of the DS is not passage of the POR.
One scenario I have not seen discussed regarding emergence from Chap 11 is the exchange of WMI common and maybe prefered shares(there is a provision for conversion of prefereds to commons based on a BK event), probably on a pro rata basis, for shares in the reconstituted WMI. Shares are essentially free so little if any cost to FDIC/JPM.
Ten
It was my belief that the DS did not meet Scioto and that it wouldn't be approved.
I was wrong(conditionally pending revision of language).
Time to move on but before I do;
Who stated that the DS approval would be 'bad' and why? I forget who but the 'Why' was, I believe, described in terms of plummeting share price.
Didn't happen.
Moving on.
http://www.pepperlaw.com/publications_update.aspx?ArticleKey=1789
"In the face of the increasing number of motions for the appointment of examiners, other courts have recently begun to question the mandatory reading of the statute. This has occurred several times recently in the United States Bankruptcy Court for the District of Delaware...."
"In Spansion Inc..yada yada.. Chief Judge Carey yada yada..."
"Id. This approach has been employed by other judges in the court recently. In rapid succession, Judge Walrath recently found in three cases that no investigation was necessary and therefore declined to appoint an examiner. See In re Magna Entm’t Corp., Case No. 09-10720 (MFW) (Bankr. D. Del. April 20, 2010) (Walrath, J.); In re HSH Delaware GP LLC, Case No. 10-10187 (MFW) (Bankr. D. Del. April 23, 2010) (Walrath, J.); In re Washington Mut., Inc., Case No. 08-12229 (MFW) (Bankr. D. Del. May 5, 2010) (Walrath, J.).
In the Washington Mutual case, the Official Committee of Equity Securityholders filed a motion for the appointment of an examiner. The committee was not appointed until 15 months into the case, and the motion was filed several months later, after the Debtors had filed a plan and a motion seeking the approval of a settlement agreement with the principal constituents in the case. The court began its analysis by noting that Section 1104(c)(2) gives the court discretion in deciding whether or not to appoint an examiner. Judge Walrath identified four factors that the court will consider in determining if an investigation is appropriate under Section 1104(c)(2): (i) whether another party has already conducted the investigation, (ii) whether the appointment of an examiner will result in increased costs and delays with no corresponding benefit, (iii) the timing of the motion, and (iv) whether the motion is a litigation tactic. Transcript of Hearing at 97:5-24. The court denied the motion, finding that the Debtors had been “investigated to death” and that the committee could conduct the investigation for which it sought an examiner. Transcript of Hearing at 98:12 – 101:12."
(i) whether another party has already conducted the investigation, (ii) whether the appointment of an examiner will result in increased costs and delays with no corresponding benefit, (iii) the timing of the motion, and (iv) whether the motion is a litigation tactic.
On the second request by EC for an examiner and considering her stated paradigm, Her Honor granted the motion.
Why?
She probably ruled out 'litigation tactic' or she wouldn't have granted; the timing was further down the road than when she first denied; 'whether another party has already conducted an investigation' other than Congress maybe another party did (investigated to death) or maybe they didn't(adversarial process not working blah blah); even if there was a poor investigation,IMO Her Honor could have denied an examiner if the second(ii) criteria had not been surpassed,"whether the appointment of an examiner will result in increased costs and delays with no corresponding benefit".
If Her Honor, who had denied THREE requests for an examiner(in sundry cases), believes there might be enough corresponding benefit to justify increased costs and delays then, in my mind. I'd have to revise the 50/50 odds mentioned on this board upward in Equities favor.
Ten