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EX-99.1 2 d834622dex991.htm EX-99.1
Hearing Date: December 19, 2019 at 2:00 p.m. (ET)
Objection Deadline: December 2, 2019 at 4:00 p.m. (ET)
https://www.sec.gov/Archives/edgar/data/1545078/000119312519294873/d834622dex991.htm
Don't forget, that the WMB Receivership may close with over 14 billion in red they would not be able cover.
Equity holders does, because of WMI 100% investment in the Capital Trust,
IMO, the reorganization of WMIH need to be completed with distribution of shares and cash from the Debtors WMI/WMIIC assets to ESC Holders who's votes were accepted before February 9th 2012.
IMO, not only the purchase of the outstanding Equity, but all cash deposited in these Trustees, the Debtors WMI/WMIIC assets, will be paid to these ESC holders.
Follow with distribution from JPMC/FDIC
I think the FDIC did received these distributions.
Quote:
The Lenders will make the Bridge Loans on the Closing Date simultaneously with the consummation of the Acquisition. Amounts borrowed under the Bridge Facility that are repaid or prepaid may not be reborrowed
The Borrower will also be required to offer to prepay the Bridge Loans following the occurrence of a Change of Control (through payment to Equity Holders) (to be defined in a manner consistent with the Bridge/Bond Documentation Principles) at 100% of the outstanding principal amount thereof, subject to the Bridge/Bond Documentation Principles. These mandatory prepayment provisions will not apply to the Extended Term Loans. Mandatory prepayments shall be allocated ratably amongst the Bridge Loan tranches.
Upon and after the Conversion Date( the 15th), the covenants, mandatory prepayments (other than with respect to a change of control, with respect to which the provisions of the Bridge Loans will apply) and defaults which would be applicable to the Exchange Notes, if issued, will also be applicable to the Extended Term Loans in lieu of the corresponding provisions of the Bridge Facility Documentation.
The following, imo, is the reason for the buy back.
Quote:
plus, in each of the following clauses (c) through (i), without duplication, (c) the cash proceeds of new public or private equity issuances of any parent of WMIH or WMIH (other than disqualified stock) to the extent the proceeds thereof are contributed to WMIH as qualified equity and are not a specified equity contribution, plus (d) capital contributions to WMIH made in cash, cash equivalents or other property (other than disqualified stock) that are not a specified equity contribution, plus (e) the net cash proceeds received by WMIH from debt and disqualified stock issuances that have been issued after the Closing Date and which have been exchanged or converted into qualified equity, plus (f) the net cash proceeds received by WMIH and its restricted subsidiaries from sales of investments made using the Available Amount Basket (and not in excess of the amount of such original investment),
Quote;
[Bridge Facility]
B-7
use of the Available Amount Basket (other than the amount of the Available Amount Basket attributable to clauses (a), (b), (c) and (d) above) for (x) dividends and distributions in respect of capital stock of WMIH (or any of its direct or indirect parent companies) and stock repurchases and (y) the prepayment, purchase or redemption of Subordinated Indebtedness (to be defined in a manner consistent with the Bridge/Bond Documentation Principles),
https://www.sec.gov/Archives/edgar/data/933136/000119312518045989/d539539dex105.htm
March 15th 2021, will be the second Conversion Date according the Loan Agreement. To be able to start as a new reorganized company, all pending transactions must be executed before the Conversion Date. WMIH already received the $2.75 billion deposited on the Closing Date, February 1st 2021 according the Loan Agreement. IMO, we will see a WMIH 1st qrt. Consolidated Financial Report. Imo, they still don't need to comply, with their duty to file reports
Form 4
Quote:
Explanation of Responses:
(1) On March 1, 2021, 196,838 performance stock units ("PSUs") vested and converted into shares of Common Stock, par value $.01 per share, pursuant to the terms of the award agreement dated March 13, 2020, which was subject to the achievement of total shareholder return ("TSR") performance vesting criteria that was determined to have been satisfied on March 1, 2021.
(2) Number of shares forfeited to pay tax withholding obligations upon the vesting of PSUs granted by the Issuer under the 2019 Omnibus Incentive Plan.
(3) Number of shares forfeited to pay tax withholding obligations upon the vesting of restricted stock units granted by Issuer under the Nationstar Mortgage Holdings Inc. Second Amended and Restated 2012 Incentive Compensation Plan.
(4) Converts to Common Stock on a one-for-one basis.
(5) The PSUs vest, if at all and to the extent of specified TSR performance, over a period of three years from March 1, 2020, with one-third of the units eligible to vest based on performance through March 1, 2021.
(6) The number of shares of Common Stock that would be received upon vesting of the PSUs, if any, may vary from 0% to 200% of the number shown depending on specified TSR performance over the relevant vesting period.
I understand, they will be offering options in their payment to Equity Holders, who are still pending their payment in cash and stock.
According the Purchase Agreement, (see Eclipse) was agreed that at least 30% of the purchase price, should be equity common stock plus cash. The 416,300,000 shs WMIH issued was only 15,14% of the purchase price. Just for your information.
IMO , a new reorganized company needs to start with new balances. All pending transactions should have been cleared before the Conversion Date Febr. 15th, the payment to the Equity Holders included.
The time to comply with the agreement took to long. Funds were deposited on Febr first 2021, The Closing Date.
They may, due to the 4 years late execution and price per share increase. Imo, they need to adjust.
IMO, Equity Holders need to be taken care first before you see any further movement. An option position might be considered.
Imo, they forgot the IRS. The Agreement would have been ok if they have paid the Equity Holders on February 2018 and not on February 1st 2021, the Closing Date.
Quote :
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.
Unquote.
Imo, they are allowed to make these future payment according the Loan Agreement.WMI was receiving distribution for their investment in the Capital Trust
Quote:
Project Eclipse
Transaction Description
Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the other Exhibits to the Commitment Letter to which this Exhibit A is attached (the “Commitment Letter”) or in the Commitment Letter.
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.
Quote:
The Bridge Facility Documentation shall include, with respect to every monetary basket, a builder amount based on either consolidated total assets or consolidated EBITDA (at the option of the Borrower and to be elected prior to general syndication).
Notwithstanding anything to the contrary, WMIH or any restricted subsidiary will be permitted:
i. ??to incur secured indebtedness in an amount equal to the greater of $200.0 million and a corresponding percentage of consolidated total assets;
ii. ?to incur and secure unlimited amount of indebtedness to finance or refinance the purchase, origination, pooling or funding of mortgage servicing rights, securitization indebtedness and indebtedness under residual funding facilities, servicing advance facilities, warehouse facilities and credit enhancement agreements;
[Bridge Facility]
B-6
iii. ??to incur unsecured indebtedness to finance an acquisition so long as, (a) the Fixed Charge Coverage Ratio of WMIH shall either be (1) greater than or equal to the Fixed Charge Coverage Ratio of WMIH immediately prior to such transactions or (2) not less than 2.0x or (b) the Consolidated Total Debt Ratio (as defined below) shall either be (1) less than or equal to the Consolidated Total Debt Ratio of WMIH immediately prior to such transactions or (2) not greater than the Consolidated Total Debt Ratio of WMIH and its subsidiaries as of the Closing Date after giving pro forma effect to the Transactions, in either case, recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available, with a cap to be agreed on such indebtedness that can be incurred by non-Guarantors;
iv. ??to make restricted payments (including investments) in an unlimited amount subject to no continuing event of default (or no continuing payment or bankruptcy event of default in the case of investments) and compliance with a pro forma Consolidated Total Debt Ratio of 1.25x less than the Consolidated Total Debt Ratio of WMIH and its subsidiaries as of the Closing Date after giving pro forma effect to the Transactions (the “General Restricted Payment Ratio”); provided that the making of restricted payments that are investments shall be subject to compliance with a pro forma Consolidated Total Debt Ratio of 1.00x less than the Consolidated Total Debt Ratio of WMIH and its subsidiaries as of the Closing Date after giving pro forma effect to the Transactions (the “Investment Restricted Payment Ratio”));
v. ?to make Permitted Distributions (as defined below);
vi. ??to incur indebtedness, consummate fundamental changes, make distributions, sell assets and make restricted payments (including investments), in each case, among the Borrower, the Guarantors and their restricted subsidiaries, in each case, on terms and conditions consistent with those in the Bridge/Bond Documentation Principles; and
vii. ?consummate the Transactions..............................
At the WMIH annual meeting, WMIH stockholders will be asked to vote on the following proposals:
• to approve the issuance of 416,300,000 shares of WMIH common stock to be issued as a portion of the merger consideration pursuant to the merger agreement;
• to elect a board of directors consisting of seven members, each to serve until the earliest of the next annual meeting of WMIH stockholders, his or her resignation or removal or his or her successor is duly elected and qualified or appointed;
• to ratify the appointment of BPM LLP as WMIH’s independent registered public accounting firm for the fiscal year ending December 31, 2018;
• to approve, on an advisory basis, the compensation of WMIH’s named executive officers;
https://investorshub.advfn.com/secure/post_reply.aspx?message_id=162074333
• to approve one or more adjournments of the WMIH annual meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the stock issuance proposal; and
• to transact such other business as may properly come before the meeting or any adjournments or postponements thereof.
Recommendation of the WMIH Board of Directors
https://www.sec.gov/Archives/edgar/data/933136/000119312518175609/d574669ds4a.htm
The 16.34 should read 1.346, sorry my mistake
IMO, they need to be in a hurry to receive funds on the Closing Date Febr. 1st. Io to enable them to execute all pending transactions before the Conversion Date, Febr 15/16 to start the new company.
Project Eclipse
Transaction Description
Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the other Exhibits to the Commitment Letter to which this Exhibit A is attached (the “Commitment Letter”) or in the Commitment Letter.
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.
416,300,000 WMIH shares at 16.34 plus cash was agreed icw the purchase of the outstanding Equities by Wand Merger from Equity Holders. Payment to Equity Holders is still pending.
Don't forget the 90 days before the Closing Date, the December 15th WMIH unofficial Consolidated Financial Report. Imo their won't be any 2020 tax report, because funds were deposit on the The Closing date, February 1st 2021 and was also considered the start day of the loan as agreed.
Almost every step they take, should be according the Loan Agreement. Go trough the Eclipse file.
Reason for the split imo, The WMIH Consolidated Financial Report.
IMO,one needs to look for a stock split, before they see any new issue.
Don't forget their $100 milion buy back offer . Of which $76,6 million is still open according JWW.
IMO, the reason, that they are telling you, that there will not be any cash distribution because the WASHINGTON MUTUAL BANK - Receivership has a total Unpaid Other Claimants of $14,808,613,000.00 they will not be able to cover.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 12, 2006
WASHINGTON MUTUAL, INC.
(Exact name of Registrant as specified in its charter)
Series K Preferred Stock Replacement Capital Covenant
Attached hereto as Exhibit 99.2 is the Replacement Capital Covenant entered into by WMI in connection with WMI’s issuance on September 18, 2006 of 500 shares of its Series K Perpetual Non-Cumulative Floating Rate Preferred Stock, $1,000,000 liquidation preference per share.
https://www.sec.gov/Archives/edgar/data/933136/000127727706000875/form8kdecember122006.htm
The 23rd is the working day before 15/16, the Conversion Date, plus 7 DTC working days settlement date.
Yes, not later than 23rd.
Yes, Febr 16 2021.
Funds were deposited on Febr. 1st the Closing Date. On Conversion Date new companies need to start with new balances. With regard to WMIH, all pending payments need to be executed before the Conversion Date.
All the links of JPMC files I saved are deleted:
the 151 billion charged by FDIC.
the 173 billion loans bought by JPMC.
the last 145 billion that you cannot save
Just a reminder, that the 15th, if a working day to be the CONVERSION DATE according the Loan Agreement. See Eclipse.
According to the 939ESC968 holder it could be more than 2 weeks.