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Magic Trick
Will G. Cross appears to have disappeared. Nothing nefarious though.
https://markuswilliams.com/attorneys/
No longer with Markus Williams Young & Hunsicker LLC. , so he obviously is not repping the FDIC
(as Creditor!?)in this BK. Teammate Ryan Blansett now on the mound (FDIC retained the same law firm).
https://www.docketbird.com/court-documents/United-Western-Bancorp-Inc/Courts-Notice-or-Order-and-BNC-Certificate-of-Mailing-related-document-s-745-Order-on-Application-for-Compensation-No-of-Notices-19-Notice-Date-06-04-2023/cob-1:2012-bk-13815-00746
Curious though, FDIC has been providing income in CH7 (from recoveries mind you...as admitted in BK docs) for years! How is it, they are both debtor and creditor to the same corporation? Revolving Credit LIne....lol? Must be some strange 'agreement' to pull a rabbit like that out of a hat.....
So if the BK (creditors) received FDIC recoveries for UWB -pre LIBOR settlement, why must the shareholder wait again?
nite
https://markuswilliams.com/attorneys/
Appreciate that.....
Will also reach out to the SEC. I like that approach.
Thanks again
Etrade removed the shares at midnight 6/6 from my acct.
Was hoping to avoid this, being that we moved past the first of June with the shares still in our accounts....but
Here is the letter received in the inbox:
Account: XXXX-XXXX
Security: UNITED WESTERN BANCO
Quantity: XXXXXX
The issuer of this security has not had a transfer agent for six years or more, and the security may have no market value.
If your account remains open and we become aware of active transfer agent services for this security in the future, we will attempt to reinstate your position. If your account is closed, we will attempt to contact you at your last known address.
--------------------------------------------------------------------------------------
Subuclayton, could you post the edited portion of the letter you received were they stated they would return your shares if we got anything. I sure could use something better than this note: that -if a transfer becomes active...they would attempt to return my shares.
Thanks man!
Large Green.....That takes time
The last challenge requiring a letter to E*Trade for non-transferable shares, an immediate response did not happen. The shares stayed pass the deadline line for removal (best response possible) and a written reply arrived a week or so later.
Would imagine this would be the case also. The wording: "suspension of removal" was, well, unique! It does allow for action in the future, so nothing is guaranteed.
But so was the "reserve the right to apply a fee.." comment found in the most recent correspondence.
Best to you.
2nd Letter to E*trade Re: non-transferable security removal
Thank you moderators for everything! This is the 2nd letter.
[Note: shares remain in the E*Trade account as of 6-1]
Recipients:
Michael A. Pizzi Chief Executive Officer
Lauren Carney V.P. Customer Service
E*Trade Securities LLC. (Customer Service)
May 21, 2023
Peter
Accounts 1&2:. United Western Bancorp Cusip #913201109
& United Western Bancorp Cusip #913201109
Paul (brother)
Account: United Western Bancorp Cusip #913201109
Dear E*Trade,
In previous correspondence (dated May 11) our focus of discussion was entrenched in the issue of removal of United
Western Bancorp (UWBI) as a non-transferable security (Cusip #913201109) from shareholder accounts.
I would like now to expand on the unique valuation of this investment (lightly touched on in the May 11 letter).
Appraisement of UWBI is an extremely complex issue, and one which persuasively conveys the merit of retention for UWBI
within our accounts -versus share destruction by-way-of the DTC.
We begin with a bank holding company (UWBI), whose main asset (bank) was seized by the FDIC in 2011. Soon after, UWBI launched a wrongful seizure suit (UWBI vs. FDIC et al), dropping the appeal in 2013, satisfied with the outcome. Concurrently,
with the loss of its primary asset, UWBI files for bankruptcy in 2012.
A peculiar twist begins in 2016-2017 (as recorded in UWBI BK documents) when the FDIC, in direct violation of stated policies
on depositor recoveries (enclosed document), begins transferring depositor recoveries to UWBI a non-depositor (filing #696 enclosed).
[below was included as a document in the E*Trade packet. Pay particular attention to the bold type. -swami]
Priority of Payments and Timing
How quickly will the Receiver make payments on Receiver's Certificates?
By law, after insured depositors are paid, uninsured depositors are paid next, followed by general creditors and then stockholders. In most cases, general creditors and stockholders realize little or no recovery. Payments of uninsured funds only, called dividends, depend on the net recovered proceeds from the liquidation of the bank's assets and the payment of bank liabilities according to federal statute. While fully insured deposits are paid promptly after the failure of the bank, the disbursements of uninsured funds may take place over several years based on the timing in the liquidation of the failed bank assets. The dividend payment history for all failed banks closed since October 1, 2000 is available at https://closedbanks.fdic.gov/dividends/.]
The IRS naturally seeks to garner taxes on such gains by UWBI, but by way of a novel defense, IRS Code Sec. 7507 (depositor recoveries collected are not taxed), the holding company avoids a tax on income (recognized as such in the filing).
Though UWBI is not the original depositor in question, it appears that if the FDIC (the Recoverer) is compelled to compensate another related party, with depositor recoveries, they may do so without imparting taxation on such income.....How clever.
Though never discussed within the BK documents, this arrangement between UWBI and FDIC would appear to spring forth from the 2011 litigation. Thus, this agreement, without explanation within the BK documents expresses the existence of a confidential settlement.
Which begs the question: Why would UWBI be owed these recoveries collected by the FDIC?
In 2013-2014 the DOJ (along with the FDIC) received settlement monies from 2 major RMBS lawsuits involving JPM Chase (FDIC collected $515.4 million from JPM) and Bank of America (a portion of DOJ settlement of $16.7 Billion settlement). United Western Bank, along with other receivership banks were plaintiffs represented by the FDIC. Further, in 2016, Morgan Stanley agreed to pay $63 million to the FDIC who again represented UWB and other receivership banks in the suit (documentation included).
And again, in 2021 Royal Bank of Scotland settled with the FDIC for $16 million solely for damages to UWB from their RMBS. Finally, the BK docs. clearly show the FDIC representing UWB and other receivership banks in the colossal LIBOR suit currently ongoing. Recoveries are mentioned as possible in UWBI docs. This is an understatement (doc. included).
UWBI, while in operation, recorded losses of over $500 million due to defective RMBS securities. The holding company was in the process of suing BofA for over $100 million on defective RMBS, but the FDIC placed the bank in receivership. Thus, we can see that the potential dollar recoveries for the holding company are....outsized for a non-transferable security (doc. included).
Based on past wrongful seizure compensations, an estimate can be conservatively made. Meritor bank (assets of 2.4 Billion as compared to UWB 2.3 Billion) received $276 Million from the FDIC in 2011 for wrongful seizure. A comparable amount would roughly equal $10 share price for United Western Bancorp. This is conservative though, as Meritor lacked the RMBS & LIBOR macro events which would only magnify the dollars recovered. With over ****** shares held by my brother and myself, this would represent over $******* in value.
Again, this is an oversimplification of a truly historic event. Please refer to the enclosed supporting documentation.
Thank you for your time and I trust that we may both be enriched by these shares remaining in their respective accounts.
Exactly. Value to the brokerage is key
Subuclayton, the brokerage is held to a duty of care, though not to the level of fiduciary -at least for the cheap seats of retail investing. Our goal is threefold: show E*Trade that we legally understand the brokerage is failing us in that duty (as expressed in a legal letter to the brokerage), and show value in this otherwise unlisted obscure security. Lastly, we must offer the remedy that corrects the defect in the business model of nontransferable securities used by E*Trade.
Failure to express these three points (to the broker) would represent a weakness in a legal argument. I would strongly urge you to resubmit such documentation, either by adapting the letter you've seen or creating a similar document.
Even by doing everything correctly, the FDIC gains if we lose our shares, so E*Trade may have been incentivized to follow the path they are currently on.
Also the letter you have seen posted was toned down some versus what was submitted to E*Trade. The evidence is overwelling that the FDIC violated their own resolution policies to accommodate paying UWBKI. They took depositors money away from them to compensate a BK7 holding company. Why pay?
This obviously represents an agreement between FDIC & UWBKI. And because this Agreement is not defined in the BK7 ......it is a Confidential one, thus making it all the more difficult for E*Trade to keep it in our account. Remember, Etrade will put it back into an account if we are getting something?.. Having Value is everything! Thus the current problem we have with our Cusip is it has no value, not that it is nontransferable...lol.
Hilarious, no? Show value and they will keep it in the account. This again illustrates
the obvious flaw in E*Trade's argument. If UWBKI was worth a fractional cent, it would stay in our account irrespective of is transferable status.
If you are up for it, I would resubmit something like what you have read but punch it up a bit. We may be facing off with these guys for years (legally) so what we say now will only be proved out by future events, so don't be afraid....we are going to get a boatload if we can just keep our shares.
Peace
Ps. Chaleco thanks for the kind works and for whatever you write. Best to you man.
Newtogame, thanks for everything and will write to you in a few days. Peace man.
E*Trade Letter w/indirect evidence of stipulation between UWBI & FDIC
Non-Transferable Securities Math made easy:
0=valueless
valueless~nonexistence
existence=value
value~ownership
-----------------------------------------------------------------------------------------
Letter
----------------------------------------------------------------------------------------
May 11, 2023
Recipients:
Michael A. Pizzi Chief Executive Officer
Lauren Carney V.P. Customer Service
E*Trade Securities LLC (Customer Service)
Dear E*Trade,
This letter is in response to an email dated 5-1-23, sent by the brokerage, regarding removal of non-transferable securities from 2 customers contained in 3 accounts. The security in question is United Western Bancorp Cusip #913201109.
This issue of removal of personal property, in the form of non-transferable securities, has been an ongoing issue (2020 letter on record) between the brokerage and all account holders with this security, In the past the brokerage has suspended such removal and am hopeful the same condition may be found acceptable. As an alternative, it was suggested in past letter (on record) to assess a fee, as other brokerage houses maintain
(e.g. Ally Invest -Brokerage Arm of Ally Bank).
As before, my brother and I would gladly pay a fair and reasonable fee to cover the cost the DTC may access the brokerage to hold such securities in an account. Payment would be prompt upon receipt of bill.
I understand E*Trade may be reluctant to pursue a fee model. Obviously, it would be far easier to simply remove personal property (e.g. United Western Bancorp securities) for destruction without offering a remedy for the inability of the customer to compensate the DTC directly for non-transferable security holding costs.
Yet, the Brokerage is held here to a legal Duty of Care, This Care requires E*Trade to manage
a customer's account in the Best Interest of the client, even above the brokerage's own.
Removing personal property in the form of digital holdings, to facilitate destruction by the DTC,
without offering the customer a remedy -is unjust, and falls below the level of best interest.
The intermediary model, regulated by the SEC, firmly establishes the brokerage operating between buyer & seller, holder & record keeper. Thus the brokerage, by it's unique position, is straddled with satisfying both the customer and the regulator, and for that I and my brother offer to compensate E*Trade for the burden borne.
This fee option allows E*Trade to fulfill a Duty of Care owed to the customer, whereas blanket removal presents as a misrepresentation/mischaracterization of the situation, representing negligence or worse....
Please understand , holding United Western Bancorp in our accounts is not some fool's errand.
My brother and I hold nearly X% of the outstanding shares for a reason and will vigorously pursue account ownership of our personal property.
Enclosed you will find a brief explanation on the hidden value of this security, revealed in two BK7 filings -a value which favors both ourselves and you our brokerage provider.
Thank you,
----------------------------------------------------------------------------
page 2. (filing # 696 & #710 were also included from here:
https://www.docketbird.com/court-cases/United-Western-Bancorp-Inc/cob-1:2012-bk-13815 also:
https://www.fdic.gov/resources/resolutions/bank-failures/failed-bank-list/unitedwestern.html
and
https://receivership.fdic.gov/drripbal/bank/10331?FIN=10331
----------------------------------------------------------------------------
The Value of United Western Bancorp
In 2011 United Western Bank, the primary asset of UW Bancorp (holding company UWBKI), was seized by the FDIC. The holding company almost immediately filed suit for wrongful seizure. By 2012, UWBI, without it's primary bank asset, filed for chapter 11 BK. In early 2013 UWBI dropped their suit against the FDIC et al., satisfied with the results.
In filing #696 (enclosed) for the first time, we read that: (Highlighted) UWBI received income from the FDIC that was challenged by the IRS as taxable -for both 2016 & 2017.
Why is this significant? The FDIC is not a charity. They seize banks and are not known for doling out funds to BK7 holding companies. More importantly, the FDIC is involved in resolution, that is recovery of depositors funds as a result of a bank being placed into receivership.
Funds recovered must follow a priority of claims, with depositors first fully satisfied with recovered funds, followed by unsecured creditors to be made whole, before subordinated debt is satisfied. Lastly, any remaining funds recovered by the FDIC go to the corporation/shareholder (please see VIII. Priority of Claims).
Question: How can UWBI, representing the shareholders interest,(group 4 & last in priority) be placed ahead of claims of 1)Depositors, 2) Unsecured Creditors, and 3) Subordinated debt, when 1) Depositors have yet to be satisfied in this claims waterfall (see FDIC balance of $144 million in unpaid deposits.)?
Question: What is IRS Code Sec. 7507 (highlighted in filing 696 Part B) and why did UWBI successfully use this statute against IRS taxation claims?
Answers: The FDIC violated their own rules of priority claim with a dispensation -it appears a stipulation exists between UWBI and the FDIC, obviously related to UWBKI vs. FDIC is the only viable reason.
This arrangement may be viewed as confidential in nature, since it is never spelled out in the BK filings.
Additionally, when UWBI successfully used IRS Code Sec. 7507 to avoid taxes on income, it became obvious that funds were diverted from depositors with priority claims greater than the bank holding company (see IRS Code Sec. 7507 enclosed here). Recovered depositor funds are not taxable, even though they did not go to those individuals but rather a bank holding company. More proof of an arrangement as no explanation of settlement exists in the BK7.
Lastly, and by way of example, once such an arrangement has been shown to exist, we can use a similar sized bank seizure and agreement as an estimate of UWBI recoveries....on the conservative side.
Meritor Bank (deposits of $2.4B vs. UWBI $2.3B), was wrongfully seized in 1992, and fought the FDIC until an eventual payout in 2011 of $276 Million. This amount would represent approximately $10 per share to UWBI if applied to our situation.
This is a very brief value presentation for UWBI, with many other issues of income not discussed.
Thank you
Spoken vs. Written .....
Subuclayton, here is the document sent to myself.
Non-transferable security notification
E
E*TRADE Securities LLC
You have a new non-transferable security [image: E*TRADE from Morgan Stanley] Log on [image: You have a non-transferable security] [image: You have...
E
E*TRADE Securities LLC
to me
9 days agoDetails
Log on
Dear PETER
E*TRADE from Morgan Stanley values you as a client and is committed to providing you with important information about your account(s).
What you need to know
Our records indicate that you hold the below-referenced security, which the Depository Trust Company (DTC) has classified as non-transferable.* As a result, effective 30 days from the date of this letter, your positions will be removed from your account.
Account: XXXX- xxxx
Security: UNITED WESTERN BANCORP INC
The removal of the security will be displayed as “PREM Removal” under the Transaction History in your account statement. Please consult a tax advisor regarding any tax consequences.
Since there is no transfer agent for this security, we are unable to register and deliver a physical stock certificate to you. If your account remains open and we become aware of active transfer agent services for this security in the future, we will attempt to reinstate your position. If your account is closed, we will attempt to contact you at your last known address.
Please retain a copy of this notification for your records.
*Non-transferable securities are securities of issuers that have not employed the services of a transfer agent for six years or longer, often due to inactivity or insolvency, which the DTC has deemed eligible for its Position Removal Program (PREM). As outlined in the E*TRADE Customer Agreement, E*TRADE reserves the right to remove shares of non-transferable securities from your account, or charge a servicing fee to carry such positions on your behalf, at its discretion
From my perspective, what is written trumps anything oral. Agreed? Whether or not they choose to honor their written offer is not in my control, but I now may exercise my legal rights more vigorously with both my documented response as well as their's.
As expressed in a previous letter that was also posted to the board, I had suggested this fee to compensate errade for the cost incurred for holding NT securities. The brokerage arm of Ally bank assess a fee for these same services. I will again recommend and request this expense in the current letter.
From my perspective this kind of documentation, reinforces or legal ownership, regardless of how etrade responds.
Best to you
Subuclayton...here is what am doing
Am currently caring for mom & dad so
have no internet except the phone. But am writing a response to etrade
that contains some of the BK filings showing income from FDiC being received in the past and potentially in the future. Filing #710 is a good example of this. My brother and myself are opting for a fee that was implied in the letter sent myself to be paid for carrying the securities in the accounts.
Thanks for the reply....
Knew that these were disallowed claims, and that it was possible that they represented 'last gasp' holding company claims, by some RMBS indentures to the bank, pre-seizure. And obviously was not suggesting that these issues are not dead or moot,
Rather, that the existence of indentured trustees, (hopefully unrelated to pre-seizure events with the banking arm), implied that their services were used as part of a structured settlement, vs. the cash payout you so envision.
I do not believe, given Gibson's knowledge of his adversary & time frame (10+ years), he would casually opt out for cash. Especially given the available reference model of Meritor Bank and how poorly the cash payout looked after that 19 year struggle. Also, (going off memory here) but the UWBKQ BK retained the services of a structured settlement specialist for a time.
If the FDIC was recovering UWB funds post receivership, and was 'complied' to periodically return a portion of these assets to UWBKQ in BK (as the BK docs imply with FDIC payout over the years -breaking the FDIC resolution waterfall), then really would not Gibson look to securitize said cash? Remember interest rates were at historic lows during much of this BK......
Fred thanks for the comments.
Wells & Wilmington Trust as Indentured Trustees
#595
09/12/2016
Motion to Disallow Claim Number 3 WITHDRAWN PER DOC. #605. Of Creditor Wells Fargo Bank, National Association, as Indentured Trustee Filed by Kimberley Haines Tyson on behalf of Simon E. Rodriguez.
#597
09/12/2016
Motion to Disallow Claim Number 29 WITHDRAWN PER DOC. #606. Of
Creditor Wilmington Trust Company, Indentured Trustee Filed by Kimberley Haines Tyson on behalf of Simon E. Rodriguez.
What is an indenture trustee?
Related Content. A person that manages the relationship between an issuer and holders of the issuer's securities, usually when those securities have features requiring more administrative involvement than in the case of equity securities such as, for example, debt obligations or warrants.
Wilmington Trust has a relationship with U.S. Bancorp in the Trustee capacity:
https://www.sec.gov/Archives/edgar/data/36104/000110465907006516/a07-3219_1ex4d5.htm
file:///C:/Users/samso/Downloads/ncslt-2004-1-notice-to-holders-10-23-2018.PDF
Wilmington Trust also has a relationship with First Citizens in the Trustee capacity:
https://www.sec.gov/Archives/edgar/data/798941/000119312506167704/dex42.htm
Fred,
Still searching for similar with Wells Fargo for either FCNCA and or U.S. Bancorp. Gut says UWBKQ shareholders may be holding multiple securities from at least 2 issuers, thus the reason for 2 indenture trustees.
Your thoughts?
A question for Fred...........
TYIA,
What is or was the specific function of Wells Fargo Bank National Association as it relates to United Western Bancorp CH7 Bankruptcy? Just off memory, not asking for a deep dive. Thanks.
How does a trustee get paid again?
"Once trustees are appointed to the panel, chapter 7 cases generally are assigned through a blind rotation process. The chapter 7 trustee collects assets of the debtor that are not exempt under the Bankruptcy Code, liquidates the assets, and distributes the proceeds to creditors."
"Who Pays the Bankruptcy Trustee? In a Chapter 7 case, the trustee is paid through a percentage of the liquidation proceeds used to repay your creditors. Typically, this fee can range from 3% to 25%. If there are no assets that are being sold, then the trustee does not make any money."
https://www.justice.gov/ust/private-trustee-information#:~:text=Once%20trustees%20are%20appointed%20to,distributes%20the%20proceeds%20to%20creditors.
https://www.wsbankruptcylaw.com/personal-bankruptcy/bankruptcy-trustees/#:~:text=Who%20Pays%20the%20Bankruptcy%20Trustee,does%20not%20make%20any%20money.
I am no lawyer, but if creditor payouts are what generate income for the Trustee, then the trustee got nothing for Wilmington Trust, since WT is not a creditor. Also, the above reads -assets must be liquidated by the ......trustee (called collections) and monies collected from such sale are used to repay creditors. It is from this transaction that the Trustee gets a %, which can be negotiable for larger BK's.
It would not make sense for the Trustee to liquidate the debtors own assets, then hand the full proceeds back to the debtor, less the trustee cut!? Not going to happen.
Further, any NOL's sale to a bank holding company (such as FCNCA), assuming it happened (which i do), requires the FDIC full participation (thus blunting the trustee as liquidating agent of sorts) and would be exempt from trustee fee calculations.
I am not a lawyer, but the above is a personal take on the matter.
Sunnybank, thanks for sharing that!
These are challenging times -and extraordinary!
Best to you, and have a great Thanksgiving.
Did problem begin w/merger of Schwab & TD Ameritrade?
https://www.investmentnews.com/schwab-on-track-to-begin-td-account-transitions-in-2022-213048
jmoneyfighter,
Below is just friendly advice. I am not a lawyer or tax adviser, so the info offered here is just for laughs and not much more.
You have given the board little specific info outside of "my UWBKQ shares were removed for a loss". It's very possible you got caught-up in the non-transferable share removal program, but did not act in time, thus the missing shares. The only way to know is ask specifically if your shares were removed under PREM or to find documentation.
Bob and Fred, might have experienced something similar, but they responded in a timely fashion with a cease-and-desist letter after Schwab/TD A. notified them of pending share removal (under the DTC non-transferable share destruction program or PREM).
This email notification might read similar to the one i received from Etrade, when they attempted to remove UWBKQ shares from the account. Check your emails...
"You have been identified as the holder of the below-referenced security that has been classified as non-transferable by the Depository Trust Company (DTC). DTC deems securities for which transfer agent services are not available and have not been available for six years or longer, and which are often inactive or insolvent, subject to DTC's position removal program (PREM). The issuer of the security below has not had a transfer agent for six years or more.
Account: XXXX- xxxx
Security: UNITED WESTERN BANCORP INC
Quantity: xxxxxx
The security will be removed from your account at no cost 30 days after the date of this notice, and the transaction will be listed under your Transaction History in your May 2020 account statement as "PREM Removal".
As an alternative, you may remove this security from your account and relinquish it to E*TRADE by initiating a worthless securities liquidation request at etrade.com/worthless security within 30 days of this notice. Customer-initiated worthless security transactions carry a $5.00 processing fee.
Please note: Because there is no transfer agent for this security, we are unable to register the shares in your name or send you a physical stock certificate. In the unlikely event the issuer retains a transfer agent in the future, we will make every reasonable effort to return the shares to your account. If your account is closed, we will attempt to contact you at your last known address.
E*TRADE makes no recommendation as to whether you should proceed with removing this position from your account. We encourage you to consult a tax or legal advisor regarding any tax consequences."
If this is what occurred, you certainly can request to have the shares returned, but i suspect you are too late. Thus, you are relying on the good graces of the DTC and Schwab. As has been mentioned on this board, share purchase records with your broker do go back quite a ways, so that is evidence....
Hopefully, this matter with our BK closes out soon and some funds dispersed to the shareholders, which could very well firm up your position with the broker.
Best to you jmoneyfighter
Subuclayton is #913201109 listed in the Etrade account?
This is the Cusip #, or identifying number, universal to all stocks and bonds.
If you find this numeric (held within the Etrade account), along with appropriate share count of UWBKQ) -there are no worries.
Reading a previous post:
"Not sure where we stand re: de-listing of shares by DTC, but I called E-Trade, which said they have no official responsibility for it, and suggests that individual shareholders contact DTC in New York and and take it up with them.. Offering to pay fees to keep de-listed stock listed? Doesn't seem promising.. Who reported the 30-day DTC notice to de-list? The E-trade guy said I shouldn't holler until I'm hit and then call DTC in New York. He checked the stock listing and said he had no info about a de-listing."
it's seems there is a misunderstanding in terminology. . Delistment, which you equate to share removal from your account, is not the same as Non-transferable share destruction through the PREM program-which is share removal and shredding.
Would recommend reading an excellent post on this:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=34927774
You have been receiving incorrect info from Etrade and others, so don't feel bad.
You cannot change delistment status, this is the SEC's domain and was more than likely triggered by UWBK's failure to file quarterly reports (why bother when going BK-7 right?). We delisted years ago, so maybe this is why Etrade's response was laughable.
Without a transfer agent, as a result of this stock's restriction on trading (delistment), the security became (through the lack of transfer agent)
non-transferable.
After some years as a non-transferable, and the Etrade/Morgan Stanley merger, we got temporarily thrown into the PREM program by our broker.
I wrote them here:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=170309035
This was their response:
"You were previously notified that E*TRADE was removing the below referenced security from your account because it was classified as non-transferable by the Depository Trust Company (DTC). While DTC has deemed the security non-transferable, E*TRADE has elected to suspend the removal process.
You may remove these securities from your account by initiating a worthless securities transaction, whereby you will relinquish such securities to E*TRADE. Otherwise, these securities will remain in your account.
If you have questions, call us anytime at 800-ETRADE-1 (800-387-2331). You can also log on to your account and chat with us."
Subuclayton, it's good to be concerned with this issue, but with the CUSIP you are imo covered. It is personal belief that those who are relying on records outside of the CUSIP may be in for an unpleasant surprise. While the broker may well be informed that your shares existed in the account, matching those shares, and locating those exact same ones shredded is not the brokers problem. Its the DTC's .
The broker is absolved, and the DTC only has to use their best-efforts at locating the exact shares destroyed. No one will question that shares were shredded, it becomes a matter of ........exact location amongst the many.
IMO, if the DTC cannot identify, then the beneficiary (assuming legal claims are lost) will be the FDIC. Again, IMO, that agency will pocket any settlements/ recoveries those shares might have received.
Hope this helps
Finally, the "Finale"..........
Am reading a whole lot about Taxes, IRS, FDIC documents, abandonment,
close-out in documents 731 & 732. Looks as we suggested, the BK was waiting on IRS for an abandonment determination, then the estate closes out WITHOUT FDIC finishing Recoveries (e.g. LIBOR). Also, looks like multi-year income via FDIC IMO.
Later $$ coming to UWBKQ from current legal claims possible. Guess who does our tax return if that is the Case? FDIC.
Wild, yes......
Almost 2 years ago, payment Document title in our BK 7 read like this:
Doc: 703 Date:1/12/21
ORDER GRANTING SIXTH INTERIM APPLICATION FOR COMPENSATION OF IRELAND STAPLETON PRYOR & PASCOE, PC AS COUNSEL FOR THE CHAPTER 7 TRUSTEE
Compare the above to the current billing header:
Doc: 732 Date 11/`6/22
Notice Re: Seventh and Final Application for Compensation of Ireland Stapleton Pryor & Pascoe, PC as Counsel for The Chapter 7 Trustee. Filed by Mark E. Haynes on behalf of Simon E. Rodriguez.
Now view portions of attached document to:
Doc: 731 11/16/22
https://www.docketbird.com/court-documents/United-Western-Bancorp-Inc/Exhibit-Exhibit-B-1/cob-1:2012-bk-13815-00731-002
01/14/2022 Correspondence with Simon Rodriguez and Dennis Russell regarding tax issues.
01/18/2022 Conference call with Simon Rodriguez and Dennis Russell regarding 2021 tax return.
01/31/2022 Review financial documents from FDIC forwarded by Simon Rodriguez review correspondence from Mark Dennis regarding FDIC documents
02/11/2022 Correspondence with Simon Rodriguez and Mark Dennis regarding 2021 tax return preparation
.
04/04/2022 Correspondence with John Young regarding tax info needed from FDIC.
04/06/2022 Review FDIC tax information for 2021
09/27/2022 Conference call with Simon Rodriguez and Dennis,Russell regarding final tax return and closing case;start draft of final fee application.
https://www.docketbird.com/court-documents/United-Western-Bancorp-Inc/Proposed-Unsigned-Order/cob-1:2012-bk-13815-00731-004
FURTHER ORDERED that this shall be a final award
Thanks Eli
My mistake Docsavag
Was going off of memory rather than verifying to timely respond, because the issue (share destruction) is so critical for the holder. Apologies to you. Sidedraft is who i meant.
Here is what was trying to recall leading to the dropping of linkage between US bancorp and United Western bancorp.
sidedraft
Member Level
Re: Large Green post# 50891
Friday, April 16, 2021 4:26:06 PM
Post#
50892
of 55883
Has anyone ever seen a web site correct an error, this fast?
Mr. sidedraft,
It looks like that’s probably an error on our part. We’ve adjusted the database accordingly. Thanks for letting us know.
Aaron
https://www.plainsite.org/dockets/mx8lmbli/colorado-bankruptcy-court/united-western-bancorp-inc/
--------------------------------------------------------------------------------------------
Swami here: Personal belief with USB/UWBKQ connection is similar to what Fred once voiced and probably the reason Plainsite initially equated these two as joined at the hip. Quoted here:
"....we note that U.S. Bank is captured as the buyer of the HOLDCO...?".
FredScott
Swami here:
This is one of the reasons am of the personal belief multiple preferred securities were issued by USB for consideration to UWBKQ. There is a long and deep relationship between these two companies dating back to the early days before even Matrix.
Again, Sorry Doc
nite
suggested modifications............
Obviously, any mention in a revised letter referring to US Bancorp/United Western Bancorp connection found at Plainsite can not be made. Believe DocSavag took care of that for us. Evidence of a confidential settlement cannot exist in the public light, by definition.
Instead, you might use selected comments from the UWBKQ BK documents regarding past payments to the debtor by FDIC (proof of life and evidence of settlement as these monies violate payment priorities with the agency e.g. depositors first, creditors next, shareholder/corporate last), future payments possible after abandonment, and corporate reemergence after BK.
Just some suggestions.
Best to you
S
Etrade letter (needing modification)
E*trade letter to corporate & broker....
This was sent to corporate and the NJ brokerage. Not suggesting
this as a template to other etrade holders of UWBKQ because am using a unique approach to maintaining shares within the account. That is the right to pay the DTC fee charged monthly to the broker for non-transferable shares. Ally Invest, the brokerage arm of Ally bank, passes the cost of the non-transferable security onto the customer.
By denying the shareholder the right to pay such fees, the brokerage violates the fiduciary duty to protect account assets. The shareholder then is unilaterally exposed to seizure of property, simply because a fee (which the shareholder could provide if allowed) is not being made.
If an unfavorable response is receive, will send letters to E^trade counterparts with the merging corporation Morgan Stanley to see if they approve of such a reply to their future customers and hopefully extract a positive resolution.
It's not everyday a customer asks to pay fees!
Would make an interesting lawsuit: Shareholder Sues for the Right to Pay Fees to Prevent Broker Seizure of Account Assets!?
Wonder if the WSJ would run a piece on that.....
I realize that not everyone may wish to take this approach, but it is one my brother and myself are taking.
Special thanks to Bob and Fred for all inspiration. Needed that a lot.
Recipients:
Michael A. Pizzi Chief Executive Officer
Lori S. Sher SVP General Counsel
David Inggs Chief Operations Officer
Corporate Actions Team
Date: 4-22-2020
xxxxxxxxx
Accounts:xxxxxxxx
Address:xxxxxxxx
email: zzzzzzzzzz
xxxxxxxx
Account: xxxxxxxxx
email: xxxxxxxx
Dear E*trade Securities LLC,
On Friday April 17th, I and my brother were informed that personal property, United Western Bancorp (UWBKQ) securities in accounts xxxxxx,xxxxxxx, and xxxxxx would be removed in 30 days for the stated reason:
"...has been classified as non-transferable by the Depository Trust Company (DTC). DTC deems securities for which transfer agent services are not available and have not been available for six years or longer, and which are often inactive or insolvent subject to DTC's position removal program (PREM)."
On Monday April 20, 2020 I contacted the corporate actions team, where it was stated to representative XXX that I do not authorize removal of property from the account, even expressing a willingness to personally pay the monthly maintenance fee the DTC (Depository Trust Company) charges E*trade for holding these non-transferable securities.
After consultation with his superior, the representative stated he could not accommodate such a request. This occurred even after i expressed that ALLY Financial Corporation's (ALLY:NYSE) subsidiary ALLY INVEST (brokerage) addresses the issue of non-transferable securities held in the account by collecting a fee from the shareholder, thus preserving the asset.
As a fiduciary, Ally seems to grasp the duty to client and the liability implied when personal property is removed by the broker's hand without the customer's right to remedy through transactional recourse. [Alas, in this Age of Information, a digital imprint must suffice for property.]
By allowing the shareholder to offset the debt E*trade incurs (at the hand of the DTC) for non-transferable securities, the customer bears the onus or fate of the security, rather than the broker. Failure to pay implies consent to remove the securities in question. Legal liability is lifted, revenue generated, and customer frustration mediated.
Additionally, it should be noted, United Western Bancorp is an active corporation, having favorably concluded a unanimous SCOTUS ruling on their Tax Refund against the FDIC on 2-25-20:
SUPREME COURT OF THE UNITED STATES
RODRIGUEZ, AS CHAPTER 7 TRUSTEE FOR THE BANKRUPTCY
ESTATE OF UNITED WESTERN BANCORP, INC. v.
FEDERAL DEPOSIT INSURANCE CORPORATION,
AS RECEIVER FOR UNITED WESTERN BANK
This bancorp is also in the middle of bankruptcy (last filing 2-24-20) by-way-of FDIC bank seizure following losses of $500,000,000 in mortgage backed securities (MBS) held.
https://www.plainsite.org/dockets/mx8lmbli/colorado-bankruptcy-court/united-western-bancorp-inc/
United Western Bancorp, Inc.
Bankruptcy Case Colorado Bankruptcy Court, Case No. 12-13815
District Judge A. Bruce Campbell, presiding
[Logo of US BANK was included as copied from plainsite BK page}
U.S. Bancorp Corporation U.S. Bancorp Corporation, Debtor
Officially listed as "United Western Bancorp, Inc."
The implication in the above statement is important: U.S. Bancorp Corporation, Debtor Officially listed as "United Western Bancorp, Inc."
Through a trace in Change of Ownership, Plainsite.org perceives such a transaction has taken place during bankruptcy, with U.S. Bancorp assuming the debtor position until resolution.
A company such as United Western Bancorp, incurring losses through subsidiaries in excess of $500,000,000, could become a target of acquisition by a larger (read profitable) entity in order to acquire the tax offsets (NOL). It would seem that U.S. Bancorp (holding company for the 5th largest bank in the US) has acquired UWBKQ.
Typical purchase rate is near 30% of loss, placing the value of UWBKQ acquisition at close to $150,000,000, less current bankruptcy debts close to $50 million. $100mm divided among 30mm shares would place the value at $3.33/sh.
This security has substantial value, something am sure the DTC would fret over while destroying the physical non-transferable shares. The combined Etrade accounts in question possess over xxxxxx shares of United Western Bancorp, or nearly x% of the outstanding.
It should be obvious to a brokerage firm in the midst of merger (Morgan Stanley 19th largest U.S. Bank), that maintaining their client's best interests -including preserving a tangible record of account value- is paramount.
To summarize the above: United Western Bancorp is an active company which should allow this security to avoid the non-transferable status and remain in shareholder's account. From other UWBKQ shareholders with Schwab brokerage accounts, this is the conclusion that Schwab made in keeping the non-transferable shares in their respective accounts during the Schwab/TD Ameritrade merger.
If you wish to assess a fee covering the DTC maintenance costs, we would gladly pay. Not often you read a customer stating this am sure! The fee does remove any burden of liability, while generating a novel revenue stream. If the shareholder fails to pay, the brokerage has free rein to remove with implied consent. Customer tranquility is maintained.
If though you persist in removal of personal property, thus denying the right to preserve personal property in an account, i will first contact your counterparts with Morgan Stanley, followed by legal action if this matter is not resolved.
Respond within 14 days of receipt of this document. Legal consideration requested.
Thank you
Not worried? Good, better is anger.....
https://www.sec.gov/rules/sro/dtc/34-49930.pdf
Bob & Fred,
Am not a securities lawyer, and all of this written below is opinion, so let's reason this out together before you....do nothing regarding your share destruction.
First, it would appear this destruction of shares has been triggered, by the integration of Schwab and Ameritrade, similar to what personally experienced with the E*trade/Morgan Stanley merger:
https://www.thinkadvisor.com/2021/10/21/schwab-what-advisors-can-expect-from-td-ameritrade-integration/
"Schwab will be moving client accounts and assets from TD Ameritrade to Schwab's platform in the second half of 2023.
The company will start communicating and getting the integration going from an advisor perspective in earnest in the second half of 2022."
This cleaning of the books (by-way-of stock destruction) would eliminate fees currently being paid by your broker for any non-transferable securities held on the books that the DTC bills out for maintaining records on their end.
It is important that you read carefully this section from the sec link above, dealing with share destruction and the timeline of responsibility for your broker and ultimately the DTC...
"(5) Destruction Process. Authorized DTC personnel will oversee and witness the
destruction of the certificates. DTC will maintain detailed ledger control over the certificates
through the point of destruction. In addition, prior to their destruction the certificates will be
computer imaged by DTC. For all destroyed certificates, DTC will maintain an accurate record
that will be searchable both by certificate number and by date of destruction. DTC will retain
copies of the computer images of these certificates and of related positional information
following destruction of the certificates for at least six years. For at least the first six months
after destruction the computer images will be kept in a place that is easily accessible by
authorized DTC personnel. Such records will be: (1) available at all times for examination
by the Commission or other appropriate regulatory agency in an easily readable projection
enlargement; (2) immediately provided upon request by the Commission or other appropriate
regulatory agency; (3) arranged and indexed in a manner that permits immediate location of any
particular record; and (4) copied and stored separately from any original records.
Participants will be relieved of future DTC fees for any positions that the participant
moves to PREM. If at a later date and in the unlikely event that transfer agent services are
resumed for a security issue where the depository has already destroyed certificates, DTC will
use its best efforts to have the destroyed certificates replaced and to return the position to the
appropriate participants. "
----------------------------------------------------------------------------------
Swami here, so for the first six months after destruction, you appear golden. Shares can magically return to your account. BUT, after 6 months and up to 6 years, broker seems legally no longer on the hook for replacement... they are not paying fees and security destroyed remember), recovery then falls completely on the DTC. And what does the DTC say?
"DTC will use their best efforts....."
Reads to me like "Trust me, right?" And what is the legal remedy against a party that fails to deliver on their best efforts -whatever that is?....
Lawsuit.
Oh, forget to mention THAT party you will be suing is a member of the US Federal Reserve Party and the rules they abide by are the SEC's. Good luck with that...
Would strongly advice you actively pursue ownership of your certificates in your account, up to and including arranging with Schwab - personal payment of any PEM fees the broker would face with UWBKQ.
The next post will contain the sample letter sent to E*trade that successfully secured ALL UWBKQ shareholders maintained ownership of securities in their accounts. Please fill free to use any and all parts as you see fit.
Swami
Hi Del,
Yes, the Libor trial is plodding along, and if it extends out to completion (assuming no settlement) maybe the FDIC is looking at recoveries in -what 2026/2027 based on court timetable, plus undoubted Fed/SCOTUS appeals on judgment....
But, is that really how long, we as shareholders in UWBKQ will have to wait for BK closure and partial equity compensation?
The evidence -from personal observation is that the estate will close before the FDIC finishes exercising their legal claims inherited from the UWB receivership.
DOCKET #725 9-22-21
[NOTE DATE: THIS IS APPROX. 1 MONTH BEFORE LAST RECORDED FILING #730 9-24 -swami]
" 6.The Trustee is therefore preparing to close this Case....The Trustee filed a Motion for Order Approving Abandonment of Asset concerning the Bank Stock on July 29, 2021 [Docket No. 710], which was granted by the Order dated August 25, 2021 [Docket No. 719].
9.The Trustee now wishes to address other assets that the estate technically owns but which have no value. The purpose of this Motion is to remove these assets from UWBI’s balance sheet and tax return to support an anticipated filing with the Internal Revenue Service requesting a Director’s Determination that UWBI need not file tax returns in the future after this Case is closed..... "
"The Trustee is advised that to receive IRS permission to “deconsolidate” and terminate UWBI’s responsibility it must demonstrate to the IRS that UWBI is effectively dissolved by virtue of it having no assets and no prospects of receiving any income after the case is closed. The Trustee is informed and believes that all of the businesses, including UWBI subsidiaries, except for the Bank, are worthless and have no ongoing operations....Therefore, the Trustee is filing this Motion to obtain an Order to support the position before the IRS that in fact after this Case is closed UWBI will own no assets and has no prospects of future income."
Swami here again. Translating the above -this was a motion requesting an
affirming order by the court which would then allow an IRS Director to examine UWBQ BK7 and make the determination that UWBI BK7 can close out and the burden of any future tax filing is removed.....
The BK court approved this request one month later, with filing #729.
So, we IMO have been waiting on the IRS to make this determination.... going on 10 months now, to close us out. This delay really should be no surprise to any here, considering that many taxpayers (myself included) who filed far simpler 2021 paper tax refunds, endured 7-8 months of delay, due (as was explained by IRS website) in part to long-term understaffing exacerbated by COVID-19.
More proof is found in filing #713:
"3. All claims and litigation have been resolved and the Trustee is preparing to close this case...The FDIC Receivership of UWB is ongoing and the Trustee does not know how much longer the Receivership will continue before it is wound up.....When this case is closed, UWBI will have no assets and no income and therefore no reason to file future tax returns. There is a possibility, however, that the Receivership will have income in the future and thus may be required to file one or more tax returns. 7.After consultations with the FDIC and tax professionals, the Trustee has determined that the best approach to this issue is to “deconsolidate” UWBI from the consolidated group, which would mean that each entity would file its own tax return. Because none of the other subsidiaries are still in business, as a practical matter the result would be the FDIC would file a tax return for the Bank if the Receivership generates income in the future."
Wild huh, the FDIC will do our taxes if they recover for us in Libor!
It's clear from the filing that the trustee saw an open-ended claim battle with Libor -just as we are experiencing. The BK has NO intention of remaining open (short of settlement) for the duration of this trial. We wait on the IRS!
All above is my opinion, and hope this was helpful.
SCOTUS Libor Certiorari consideration reschedule 5/19
Evening all,
On Monday SCOTUS concluded with a reschedule of :
Lloyds Banking Group PLC, et al., Petitioners
v.
Schwab Short-Term Bond Market Fund, et al.
This is the retreaded appeal by defendant banks to block Libor MDL
ability to add Conspiracy or antitrust to the claims in question.
Use this link on/after the 19th for status update.
https://www.supremecourt.gov/docket/docketfiles/html/public/21-1237.html
Good for us: SCOTUS denies
Bad (time-wise at the very least): SCOTUS accepts
Night
Can't blame the Big's for trying....
Am in agreement with you Fred,
This Writ of Certiorari represents a 2nd bite-of-the-apple by the 'usual suspects'. The outcome is never certain, but the last attempt to gain traction with the Scotus failed. See below if interested.
While the MDL judge Buchwald is extremely accommodating to the perps,
would expect nice settlement dollars wrung out of this antitrust issue.
https://www.reuters.com/article/us-usa-court-libor/u-s-top-court-rejects-banks-over-libor-antitrust-lawsuits-idUSKBN15123B
January 2017, the SCOTUS rejected a similar appeal by the Libor-manipulating banks to throw out antitrust charges in the MDL case.
Yes, the current brief is more 'creative', but this is still (at the core) a retread to the Supreme Court.
Chaleco and others, the FDIC cannot.....
Hi Chaleco,
Just so you know, the FDIC cannot close-out UWB's receivership yet, thus this would be the wrong indicator to potentially deduce our payout date in the bankruptcy.
Please refer to post 53902 or this link:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=167776449
The FDIC is still exercising it's legal claims in the LIBOR suits (think recoverable monies) for 38 banks +UWB, so these receiverships must remain open.
Our trustee has been very clear, with its abandonment discussion, that the BK closes before FDIC fully expends its legal claims.
If you are concerned with the delay in processing our personal payout, understand that UWBKQ is a DELISTED security which complicates things.
Further, if you believe in the tax logic of structured settlement defining the bulk of our investor recoveries beyond Fcnca stock, rather than cash as some here tout, these debt securities (e.g. USB Series J et al.) would also gum-up the payout process.
Lastly, if you even doubt that the shareholders will receive anything, the BK docs are quite clear that the FDIC has been cutting checks to our BK for years.... This is a direct violation to the receivership waterfall. Depositors, then bank creditos are paid with recoveries FIRST, and if there are monies left over after all is said and done...the holding company/shareholders is last in line.
But this has not been the case with UWBKQ, according to our own BK docs. Not only did we receive multiple payouts from the FDIC ahead of some depositors, but the trustee had to fight off the IRS seeking to tax our "additional income" stream. With the trustee stating that it successfully blocked the IRS, it could be theorized the squabble was over returned property (untaxable) based on the dropped 2013 appeal over government seizure of property (bank). Think big dollars if this is true.
[Side note: It's funny that those who profess no payout to the shareholder never have a counter to the above information. It's all there in our BK docs....]
Chaleco, hope this helps, and thank you for past kindnesses.
Perspective on current FDIC Libor litigation
Just some background to help understand FDIC/Libor suit:
https://www.dandodiary.com/wp-content/uploads/sites/893/2014/03/FDIC_libor1.pdf
UWB is one of the 38 plaintiff banks (receiverships represented by FDIC) listed in the original LIBOR suit 2014.
It was consolidated, with a bunch of other claimants, into a multi-district mess of a New York court -which has been extremely friendly to the defendants, those TBTF banks on the hook for $billions.
Plaintiffs all stated the same. "Big banks hurt us by manipulating interest rates" (compensatory damages), and (more importantly) the TBTF did this by fixing the rates in an organized fashion(Clayton Antitrust Act/RICO).
The basic claim, from my understanding, all/ or nearly all plaintiffs have settled (including FDIC).
Triple damages though for that last, and it remains active...Buchwald, initially threw out antitrust claim and this was appealed (Newtogame referred to this earlier). Additionally, judge would not allow antitrust charges against foreign banks (e.g. Royal Bank of Scotland, Deutsche, UBS, etc....) because of their sovereign laws differing to US..
FDIC said, "No problem, we can go after them on their home turf". And they did:
https://www.cadwalader.com/assets/misc/FDIC%20UK%20particulars%20of%20claim%2017.07.07.pdf
[see beginning of INTRODUCTION for the number of claimants]
Claim is for damages to 39 banks under receivership of FDIC (think Puerto Rico Bank was added. UWB is obviously in the mix based on the number (+1) identical to 2014 claim. FDIC put a dollar amount to damages, assessing $7 million per % point, equaling $100's millions in damages (am imagining this amount does not reflect interest on penalty beginning 2007-2009).
Obviously, there is now some overlap here, since the appeal ruling in December.
https://www.reuters.com/markets/europe/us-appeals-court-revives-libor-rigging-claims-against-banks-2021-12-30/#:~:text=The%202nd%20U.S.%20Circuit%20Court,on%20the%20Chicago%20Mercantile%20Exchange.
With that said, imho do not believe Libor case is holding up BK payout.
Why? Are trustee was pretty clear in stating (as Fred mentioned) abandonment issue, to tie-off accounting onus on the BK court for "future income". If the Libor monies come our way later, great, if they have already been factored in.....even better.
UWBKQ BK filing:
12.The Balance Sheet for the Receivership currently shows a net deficit of $(139,298,000.00). https://receivership.fdic.gov/drripbal/bank/10331?FIN=10331
Thus, the likelihood of a distribution to UWBI on its Bank Stock is very remote. 13.On the other hand, despite the large deficit, the Receivership shows on the asset side of the balance sheet cash and investments of $ 66,364,000.00 that could potentially generate future income.
If you go to the FDIC link provided above, the latest number on the ASSET side is $50,000,000 light... $66,364,000 - $16,241,000
Since our Trustee directed us to this page, gosh, i wonder if maybe $50mm could be in our pockets.....or used to refloat UWBKQ?
Life is good!
Marketing and other loopholes....
trust me...........vehicles are permissible as is business travel and meals connected to marketing.......other loop-holes, bobbie - - - - with IRS letters attached..
Am an admirer of good planning. This all sounds like a sweetheart deal you've stepped into.
Curious, does this happen to involve any VC work, strategic marketing stuff you know? Sure seems like a lot of Funding Corps. swirling around....
An imagining some sort of advisor/consultant/gp position, with a Board seat at some point....perhaps? Bigger vase then... for all these new found write-offs?
Gibson sure has been busy, huh?
LOL..Doc....Gary Busey has my vote!!
Tired of the low-ballers yet?!
Anyone who can rationally look at the uniqueness of events following the seizure of United Western Bank can not help but come away with an outsized settlement picture.
Meritor bank, seized in 1992, fought the FDIC for 19 years over wrongful seizure. Nearly the same size bank (in assets) as UWB, their settlement came to approximately $4.50 a share.
First mistake the low-ballers make is that they assume parity between bank holding companys share count. Meritor had over TWICE as many shares as UWBKQ. How many times have we read in the past this $4-4.50 dollar (or less gasp!) anticipated payout.
Comparable amount would be $9.20 for UWBKQ with less than half the number of shares.
Next, compare the length of time to settlement to get a quick assessment of settlement size. Bigger settlement = motivated FDIC. 19 years Meritor v.s. 3 years UWBKQ.
The FDIC won the initial trial, so why settle on appeal. Especially on the steps of the court house immediately after appeal filing, but before the briefs! Gosh, I wonder what they were afraid of seeing in those docs filed by plaintiff. Guess they did not want to drag it out 19 years. Maybe the shut down of the OTS had something to do with that? Too much crap going on to stay open.
Next, Meritor did not benefit from the time from seizure to settlement.
19 years lost. Yeah that saved the FDIC a bundle. UWBKQ reaps the time benefits because the years piled up after the appeal is dropped. 8 years, nice.
Next. No NOLS for Meritor. Hugh
Next No RMBS debacle to gain easy money in recoveries.
Next No LIBOR. Same, easy money.
Added up. Settlement will easily elipse the low ballers estimates and approach $27's number.
That's my opinion. And a Big Thank you to Guy Gibson is due.
Phoenix on Blue Spruce
Docket #710
13. On the other hand, despite the large deficit, the Receivership shows on the asset side of the balance sheet cash and investments of $66,364,000.00 that could potentially generate future income...
Evening,
In the past, based on a convergence of facts presented by both Fred and Newtogame, FCNCA appeared to have purchased the Net Operating Losses of the Colorado holding company UWBKQ. $178 million was that approximate amount found both in FCNCA docs. by Fred and the same dollars derived from the January 2017 BK7 updated FDIC numbers presented by NTG.
As we know with NOLS transactions, this exchange of value-for-value is cost neutral to the acquirer. Fact is, there is more than likely a net gain on the transaction for the purchaser.
Thus, there would be no penalty on a wrongful seizure (assuming it was) to a participant such as First Citizens Bancshares, let alone a repayment of the immense profit gained off the hide of this tainted event. Read again the Market gloat over our demise and the enrichment it brings FCNCA first Quarter 2011:
FIRST CITIZENS REPORTS EARNING FOR FIRST QUARTER 2011
APRIL 25, 2011
FIRST QUARTER HIGHLIGHTS:
"A $65.5 million bargain purchase gain on the United Western Bank transaction"
Yes, quite the 'bargain'. But I wonder. Did the FDIC allow FCNCA to keep that profit after the Federal Agency starting cutting checks from it's own coffers to repay UWBKQ for potential wrongdoings?
Remember now, FDIC was just the enforcer of the seizure, not the department that conspired to seize...
Nah, FDIC had to have been Pissssed at the last remaining culprit (OTS at this point has been dissolved into the OCC and John Bowman gone to parts unknown), and the burning question would be (in my mind), "How to move FCNCA's gain off it's books and returned to the rightful owner, UWBKQ?
After what FRED shared about FCNCA buying Matrix Funding Corp. (sub. of UWBKQ) 2016, it got me thinking about that
FDIC asset sitting on their books and referred to by our BK trustee.....$66 MILLION DOLLARS.
Did the agency maybe 'force' a sale for an overpriced asset (Matrix Funding Corp. =shell?!) and count it as 'recoveries' to the tune of $66mm?
The irony here would be pretty thick: Profit on the demise of a company is returned (post BK!?} to launch it's corporate rebirth 2021.
A Phoenix rises in Denver.
Coincidence that the FDIC asset matches the amount FCNCA profited off our hide 2011? Just like the match between Fred's quoted NOLS purchase of $178 million and the $178mm amount recovered by the FDIC 2016 and discovered in the math, by Newtogame, from the TRUSTEE January 2017 report?
No matter what, it seems pretty convincing that the Liability side of the FDIC UWB receivership ($149mm) carries little weight, if that same agency can cut checks to the UWKBQ estate for YEARS without even a glance at such an incredible sum.
The above are just personal impressions, not necessarily fact.
night
$27 Perfectly, concisely captures the nature of our BK
Exactly the quote we need to sticky to our frig!
10. However, the estate could be viewed as still owning the Bank Stock as an asset after the case is closed."
The essence of our BK7 is not enterprise termination, but rather an accommodation to the FDIC for the maximization of our recoveries. There is a simple proof to this statement.
When UWBKQ filed BK in 2012, it was as a BK11 or REORGANIZATION. That is the purpose of Chapter 11 bankruptcy, a uninterrupted continuation of the business during a debt restructuring.
Now ask yourself, how can a Corp. sell itself off to generate recoveries from NOLs and emerge from Chapter 11 BK as the original entity which filed in the first place?
It can't, IMO (am no BK/corporate expert...just stating that here).
Selling your corporate skin for tax offsets is not REORGANIZATION. It's BK7, dissolution.
But this does not imply that the super-structure that contractually established the public incorporation with Wall Street disappears. The corporate shell/kernel remain, even in BK7, as is stated in the $27 quote.
The question is, what if anything is going back into the shell?
We are certainly being guided along by the language found in the trustee's docs. Why so much emphasis on this 'after-closure' angle, if we as a corporation are condemned an empty shell?
Below is just a guess/opinion, so please take it as darts in the dark:
One fairly obvious source, due to the late stage in the recovery process is this:
https://www.pacermonitor.com/public/case/2765981/United_Western_Bank_v_Banc_of_America_Funding_Corporation_et_al
This was the early 2021 settlement with FDIC, as Receiver for United Western Bank, and Royal Bank of Scotland. The board has discussed this situation before with Newtogame.
No $ amount is stated, thus indicating confidential settlement. DOJ settled with Royal in 2018 over these RMBS loans, but excluded the FDIC/RBS case from the $4.9 billion recovered. Our suit was thus a slam dunk for the FDIC, but we do not know the recovered amount. Bear in mind that over 10 years of interest would have accrued from point of purchase to settlement.
$$$$
Could this be the amount we are seeing on the Asset side of the FDIC/UWB ledger? The figure the trustee implied as a possible recoverable amount...
'Remotely' so.
Thanks $27 for the post. Your moniker is looking more and more prophetic in these final days!
$66 million corporate investment (post taxes say $51-52mm), maybe more with an SPO, all directed by Guy Gibson and with outstanding shares currently at 29.6 million. Interesting....
Stay well my friend.
Fred, you are right. MATRIX FUNDING CORP-sold
#36, Thank you for sharing this. Was not aware.
In the initial BK filing 6/12, 3 entities were listed as Debtors: United Western Bancorp, Matrix Bancorp Trading, Matrix Funding Corp.. Only UWBKQ and Matrix Bancorp Trading remain, as we saw in Filing #707 on 6-25-21.
Further, MFC changed registered agent on 2016 signifying a change in ownership
https://opengovco.com/business/19961080349
Am assuming you suggest FCNCA acquired the 'value' 2016 by way of FDIC mandate.
What is the significance of UWBKQ holding on to Matrix Bancorp Trading? Future repurposement?
Thanks again.
5707
Money in the Bank?!
Below is opinion and conjecture. No need to believe it. Am here to entertain.
Forget for a moment, the legal wherefores in the BK filings, and walk with me, a step or two backward for the wide-angle on this beast.
Here we can ask ourselves a Big Picture question: Why must the bank holding company, spawned by Guy Gibson and gutted by the FDIC, extinguish after BK7?
Because it lost it's main asset to receivership, as the docs profess? Procedural Liquidation? Abandonment? Pick one or all?.....
But as we've read in the BK rules of the past post, the corporate entity lingers on in the shadows, empty and waiting, yes?
Question; What would happen if substantial monies providentially fall into this shadow entity -say as elaborated on in the last post or the BK docs, like the FDIC eventually finishes with recoveries and "discovers" (post BK) some residuals due the holding company? Or say this was by plan....
Yes, we would be describing a very complex, well laid out scenario here.
Like Guy Gibson confidentially stipulated, say. What if Gibby did not want his corporate legacy to disappear after a questionable seizure?
Well, for $hits and giggles, say $66mm falls into the corporate lap, someone's got to arrange to pay the taxes. Meaning we need a CEO type to oversee and an accountant -board of directors for legitimacy sake.
Next, you would need direction -where to place the after tax monies? CFO and Chief legal counsel. Looks like the corporate structure is already being reformed as we speak.
So, Special divies to the shareholders to end the corporation once and for all, maybe right?
But wait, is Gibson back on the payroll and directing us again, so do we really put his corporation into the dirt?
Maybe Guy has a plan for the money...
Now sure, none of this may transpire. After all it sure gets complicated really quick and obviously it's no wonder why the BK trustee would want to tie this off with abandonment. But this may be the exact path a corporate founder might take to recover from a wrongful seizure of personal property. To feel some vindication, to move forward again.
Last thing we leave you with. After this BK closure, those individuals holding share positions in the millions (Gibson and principles had to have held at least 50% of outstanding shares to control legal process in UWBKQ vs. FDIC) will probably be sitting on tens of or 100's of millions of dollars in shareholder payout.
Does Guy Gibson strike you as the kind of individual that will curl-up in retirement -by the fire of his custom Denver mansion, reading the WSJ?
Arguably, he would be at the top of his game if having had his Bank placed in receivership, he managed to secure a favorable legal settlement from the FDIC, as the BK implies with multiple payments to the holding company over the years.
To Swami, forget about retirement, this chairman has too much fire in the belly to let his legacy fade. With money in the Bank Holding Company..... he pushes on.
Let's watch and see.
Effect of the Abandonment Part II
Post #51917 NEWTOGAME
"Effect of the Abandonment
Once an abandonment is final, the property is no longer property of the bankruptcy estate and is not under the control of the trustee. The trustee is not responsible for it nor can the trustee sell it, secure it, or have anything more to do with it."
https://www.thebankruptcysite.org/resources/bankruptcy/chapter-7/property-abandonment-bankruptcy-case.htm
Looked at from another angle (shareholders):The corporate entity/property still exists [beyond BK closure] and could have value in the future, it's just not the problem of the BK estate Trustee.
What NEWTOGAME is driving at is a few steps ahead in the BK 7 process we are witnessing.
And spoiler alert, this may be very important to us as the debtor/shareholder,beyond BK closure.
Let's go back for a second to this portion of BK filing 710:
"The Balance Sheet for the Receivership currently shows a net deficit of $(139,298,000.00). https://receivership.fdic.gov/drripbal/bank/10331?FIN=10331 Thus, the likelihood of a distribution to UWBI on its Bank Stock is very remote.
On the other hand, despite the large deficit, the Receivership shows on the asset side of the balance sheet cash and investments of
$66,364,000.00 that could potentially generate future income. If the Trustee maintains ownership of the Bank Stock as an asset, the Trustee is informed and believes based on advice from experts in federal income taxation that UWBI will likely not be granted permission to “deconsolidate” from the consolidated holding company group and in particular the Bank because UWBI would not be able to represent to the IRS that is has no assets and no possible future income. This could put the Trustee in the position of being required to reopen this case and to file a tax return in the future with no funds available to do so. The alternative would be to keep this case open indefinitely until the Receivership is terminated. The Trustee believes the latter alternative is unacceptable as this case is already nine years old. 14.11 U.S.C. §554(a) provides: “After notice and a hearing, the trustee may abandon any property of the estate that is burdensome to the estate or that is of inconsequential value and benefit to the estate.” In addition, 11 U.S.C. 554(c) provides: “Unless the court orders otherwise, any property scheduled under section 521(a)(1) of this title not otherwise administered at the time of the closing of a case is abandoned to the debtor and administered for purposes of section 350 of this title.” Thus, it is likely that the closing of this case will trigger an abandonment of the Bank Stock. However, the Trustee believes it is in the best interests of the estate to obtain an Order approving the abandonment of the Bank Stock to allow UWBI to deconsolidate from the group and foreclose any future possibility of being required to file a tax return on account of income generated by the Receivership.
So you are suggesting Swami, that somehow the FDIC is going to squeeze value out of a $139mm deficit after the BK closure, dropping it into the remaining corporate structure, and those dollars are what NEWTOGAME is very much eyeing as a shareholder?
Yes.
Do you really believe that likelihood of an FDIC distribution after BK closure is "remote" as they say....given that, that same (and greater) deficient on the FDIC books existed back when they admittedly were cutting checks to the estate that required UWBKQ income tax payments for years during this "hopelessly insolvent BK?"
No.
This is the heading above BK filing #710:
Motion For Order Approving Abandonment of Asset Pursuant to 11 U.S.C. §554(a)
Here is the Code:
11 U.S. Code § 554 - Abandonment of property of the estate
(a) After notice and a hearing, the trustee may abandon any property of the estate that is burdensome to the estate or that is of inconsequential value and benefit to the estate.
(b) On request of a party in interest and after notice and a hearing, the court may order the trustee to abandon any property of the estate that is burdensome to the estate or that is of inconsequential value and benefit to the estate.
(c) Unless the court orders otherwise, any property scheduled under section 521(a)(1) of this title not otherwise administered at the time of the closing of a case is abandoned to the debtor and administered for purposes of section 350 of this title.
(d) Unless the court orders otherwise, property of the estate that is not abandoned under this section and that is not administered in the case remains property of the estate.
This is what can happen after abandonment and BK closure:
11 U.S. Code § 350 - Closing and reopening cases
(a) After an estate is fully administered and the court has discharged the trustee, the court shall close the case.
(b) A case may be reopened in the court in which such case was closed to administer assets, to accord relief to the debtor, or for other cause.
Newtogame is simply sharing what he anticipates the coming moves we may
see in the closure, whatever form that may take e.g. special dividend perhaps post BK or whatever.
And Newtogame, you have permission to share whatever we have throw around whenever you feel the time is right. You have done a man's job here and it's very possible the debtor would not be in the position it is in today without that fateful call to Buckley Sandler. Grazie.
The above was opinion and conjecture on my part.
Fred, thank you.................
Am guilty of being tardy in the thanks department.
Some distractions on this end.
Appreciate the response, and the helpful info.
Best to us.
Question regarding potential cash payout...
To the board, and this is more to confirm my suspicions rather than seeking straight up tax advice.
In the event of a payout to the UWBKQ shareholders from a hypothetical Liquidating Trust, within the BK7, any cash received would not be taxed?!
Is the reasoning that, One: The liquidating trust has been meeting it's tax obligations, on holdings, as required.
And Two: What we receive is legally viewed as a transfer and not a payment, with taxes already meted out. Does this read right to you?
Example: If the liquidating trust held FCNCA shares on our behalf, and during this time, the shares earned divies. The tax liability would be met by the Trust at some point before closure.
At the transfer, cash to the shareholder, would not be looked upon as a dividend to be taxed again, but as an unit/asset transferred to us from an account viewed as a legal extension of ourselves both individually/collectively.
Is this the correct interpretation or theory?
Obviously I am not a tax accountant, and this is not advice.
All responses are welcome.
Thanks
FDIC APPROVAL of CIT merger
Check off the first one on Martin's list:
Item 8.01. Other Events.
First Citizens BancShares, Inc. (NASDAQ: FCNCA) (“First Citizens”), the parent company of First-Citizens Bank & Trust Company, and CIT Group Inc. (NYSE: CIT)(“CIT”), the parent company of CIT Bank, N.A., jointly announced that the proposal to merge the two companies has received regulatory approval from the Federal Deposit Insurance Corporation. A copy of the joint press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The merger has already received approval from the Office of the North Carolina Commissioner of Banks.
Completion of the proposed merger remains subject to approval from the Board of Governors of the Federal Reserve System and closing is expected in the third quarter, subject to such approval and the satisfaction or waiver of other customary closing conditions.
Round peg in a square hole
This is all in my opinion and am struggling like everyone else to
figure this BK/recoveries situation out.
Here is what am believing:
Plainsite's algorithm picked up some (but not all) data points that implied close relationship between UWBKQ and USB. In other words, USB was not a random bank, picked out of a hat and tied to the UWBKQ Chapter 7.
Fred once referred to USB as 'captured' (presumably by the FDIC to do it's bidding) when describing their relationship to UWBKQ. The activities or bond between the two was strong enough to trip Plainsite's shell corp. red flags and the "officially listed as" wording was used throughout the docs. Perhaps if USB was the conduit for FDIC recoveries to UWBKQ, the flow of funds could do the trick.
Many on this board (myself included) believe FCNCA is involved in UWBKQ NOLs, so the question is: If the NOLs require an ownership change why are we not reading any of that in the BK docs (directly implying confidentiality or secrecy) and why did Plainsite not catch such a change and use language like -FCNCA as Officially Listed as Debtor?
I cannot explain this or the current situation as it is playing out (e.g. the removal of USB on Plainsite BK pages), but can share what few people on this board know that may tie in directly with what we are seeing.
United Western Bank and U.S. Bank shared a close relationship over a long period of time. Here is one example:
USB was paying agent & underwriter for Matrix Bancorp Capital Trust I (circa 1999), a TRUP (trust preferred security) issued by the bank to raise capital. They were also beneficial owner of Matrix securities, having at one point over 9% stock ownership in us.
https://sec.report/Document/0000927356-99-000989/
"The parent company of U.S. Bancorp Piper Jaffray Inc. is U.S. Bancorp. U.S. Bancorp provides financing to Matrix Financial under a warehouse line of credit and to Matrix Bank under a bank stock loan."
Main Point: When UWBKQ needed money (capital) they turned to USB for revolving credit/run a TRUP (debt security) to gain it.
So in the obverse, would it be such a surprise that when UWBKQ now had the money (recoveries), they would turn to USB to help securitize it?
USB was not a random corp. picked by Plainsite, but rather a chimera of sorts, that would not easily fit into an algorithm for hidden ownership which the legal doc firm was running. Round peg/square hole
All in my opinion
Did we know this before?!
Before we start. Sunnybank and others: On the outside chance this board is shut down abruptly upon BK closure, would suggest an immediate decamp to the FCNCA board. so there is no uncertainty and no break in the flow of info shared.
Below is all personal opinion/guesses. Please take it as such.
Ok, this was a email sent early March 2021 to Newtogame. It has been altered/edited. See if you agree or not. New, as well as myself had not seen this before, and believe it has been added at some point. If any on the board have knowledge otherwise, please sing out.
No mention was ever made by Fred (to my knowledge) that GUY was an investor in Colorado National Bank 2013.
As you recall, there was quite a bit of speculation the CNB was owned by U.S. Bank and that it was very peculiar that a small money losing institution (per Fred) had so many ex-UWBKQ directors/employees under on roof....
"Evening Senor,
The 'in bold' on Linkin seems new to me. Do you recollect?":
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https://www.linkedin.com/in/guy-gibson-47026953
About
Guy A. Gibson: Mr. Gibson is the founder and has served as Chairman of G2 Holding Corp. since 2002. He served as Corporate Development Officer for Colorado National Bank. He was an investor in the bank since 2013 and assisted in the reorganization of its capital structure until the bank was sold to an investor group in 2018. He was also responsible for the oversight of the SBA Division and Trust Division of the bank. He served as the Chairman of the Board of Directors of United Western Bancorp since December 2005. Mr. Gibson founded United Financial Inc and Matrix Bancorp, Inc (Nasdaq MTXC), the predecessor of United Western Bancorp (Nasdaq UWBK) in 1989 and served as the Company’s President and Chief Executive Officer from 1992 through June 2002. During his tenure, he grew the bank from $50 million in assets to $3 billion in total assets. During his time at Matrix, Mr. Gibson acquired Sterling Trust, a $4 billion trust company, in 1997 and was responsible for the management and ultimate sale in 2010. Mr. Gibson also founded Matrix Financial Solutions the parent company of Matrix Settlement & Clearing Services, LLC in 1999. This company was ultimately acquired by Broadridge (NYSE BR). After founding G2 Holding Corp., Mr Gibson acquired Legent Clearing LLC, now named Core Clearing, a securities clearing firm, which he ultimately sold in February 2005. Mr. Gibson was also one of the original investors in Tradeking, a national online brokerage firm, and served as a director until it's sale in June 2016 to Ally Financial Inc. (NYSE: ALLY) Mr. Gibson received a B.S. in Finance from Bowling Green State University
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"I remember your [Newtogame] efforts spent connecting USB to Colorado National Bank and all the ex-UWB employees that were working at this facility. We contemplated that maybe Gibson & loyals were partaking in some side deal per a theoretical confidential settlement. This belief seems to be reinforced when we now read that Gibson was an investor in CNB 2013!
How the heck did the guy swing into this deal to employ himself and friends -on the fly, for a few years, then turn around and sell it? This on the heels of his FDIC fight. Incredible, right?
I mean, would you be investing in banking in the middle of a knock-down drag-out fight with the FDIC....over your seized bank??? Will they now take another? would be on my mind, lol.
2013 Gibson investment in CNB during deliberations of the first trial and/or filing of Appeal seems improbable. Almost masochistic really.
But investing after 'dropping' the appeal....well such a 'financial commitment' takes on the appearance of a first tranche, band-aid relief to deposed bank employees.... for their pain and suffering....
Reads like some high finance novel.....Seems impossible, unless the powers that be are involved ....
PLease let me know if you remember reading of Gibson as an investor in CNB. Kinda feels like another puzzle piece being placed.
Fun day on the board today, right!"
The above is all IMO. night
'Joint Client With Privilege' UWBKQ,USB & FCNCA??
Title and below is all conjecture/opinion on possible legal structure between UWBKQ-USB-FCNCA tossed around by myself and others. None of us are lawyers so please bear that in mind when reading the post....
But ask yourself:
"WHAT ARE THE ODDS---WHAT ARE THE ODDS?"
Chronology of events:
April 2017
Harvey Sender (Attorney for both UWBKQ-USB per Plainsite) closes his private practice Sender & Wasserman P.C. 1981 (36 years) and with his daughter Katharine secures a partnership ( Harvey age: 67) at Lindquist & Vennum LLP. (Representing FCNCA creditor in UWBKQ BK7)
September 2017 (5 months later)
Lindquist & Vennum LLP. to merge with Ballard Spahr LLP. (legal firm representing U.S. Trustee...component of U.S. Justice Department
https://www.startribune.com/minneapolis-law-firm-lindquist-amp-vennum-merges-with-ballard-spahr/442774533/
January 2018 (4 months later) Lindquist & Vennum LLP./ Ballard Spahr complete merger. Lindquist ceases to exist.
2018
Harvey leaves as partner with Ballard Spahr LLP., returning to private practice -now Sender & Smiley LLC. Copywrite 2017
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Joint Client Privilege (are we seeing this in Harvey's gyrations above?)
"Applying Joint Client Privilege to Related Corporate Entities"
https://www.accdocket.com/applying-joint-client-privilege-related-corporate-entities#:~:text=What%20is%20the%20joint%20client,shared%20with%20a%20third%20party.
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Swami here................so what could we be looking at? In a nutshell,
Joint Client with Privilege is a way of preventing prying eyes peeking at things related corporate entities would rather not share openly in court...say through discovery.
Suspect this is why it is difficult for us to understand USB AS DEBTOR FOR UWBKQ and FCNCA NOLS purchaser from UWBKQ relationship. This bizarro arrangement might be by design to conflate the three into one, at least from an accounting standpoint:
"The joint client privilege, if properly applied, can protect against disclosure of communications between employees of affiliated companies and a centralized in-house legal team."
So, in a very short period of time, we have several legal firms (Harvey's handful of lawyers), 150 attorneys Lindquist & Vennum LLP, and Ballard Spahr 500 strong all merged into one. OH, and yeah, quite the coincidence- all three are repping clients facing off in UWBKQ Ch.7
Debtor UWBKQ/USB, Creditor FCNCA, and U.S. Justice Department (in the capacity of Trustee) as one point found themselves all on the same side of the legal table under the Ballard Spahr banner!! Incredible right.
One can not help but wonder what Harvey's payout was under such extraordinary conditions. Gosh, luckily he was able to swing his daughter in on such an alignment of the stars......
Good thing he did not waste any time returning to his true roots of private practice. Copywrite 2017 Sender & Smiley LLC. Merger had not even taken place yet and Harvey was already laying out his private practice! And with John Smiley, also of Lindquist Vennum... Man, its as if Sender just KNEW ahead of time, how things would unfold.....
This has been a long post, some am going to wrap it up with this:
If, and am saying IF, we as shareholders of UWBKQ are beneficiaries of a confidential agreement that would turn the BK golden, how BIG could the dollars be, IF the above was all premeditated in the creation of Joint Clients with Privilege scenario to control information exposure?
The breadth/depth of such a legal consolation makes a multi-preferred basket of unlisted securities to shareholders seem reasonable to me.
Again, this is all guesswork and should be taken as such. All in my opinion.
Happy Good Friday to All.
New, thanks again.