https://www.sidley.com/en/insights/newsupdates/2021/06/sec-enhances-focus-on-rule-10b5-1-plans-what-should-companies-do-now

For a better understanding if someone really wants to know what this ia all about. And:

- It is NOTHING New
- It is nothing that was invented after WaMu got BK
- It is nothing that only COOp CEOs do

It is business as usually. If it all it would be a tell that there are NO big things in the pipeline, otherwise JB WOULD be in violation of this rule

About the PLR:

1. It is obviously a template, that could have been used for any kind (or at least some) of LTs, so how was it concluded that this document is related to our topic?

2. If it was related, how do we know the outcome of the request to the IRS? Even so I admit if 1. is proven right, I would not care so much about this question, because it seems to be mostly a procedural task, that most likely would be granted.

3. IF 1 + 2 are for real, HOW on earth could it be that the COOP board as ANY say in as to when, how much or what is ever distributed to escrows holders? The COOP board is ONLY for COOP and has absolutely no say about assets that are not in a directly line of control of COOP, especially not about escrow assets.

As said, this new theory would explain some things and could make sense, but it does not match with the other ones running around here in circles for months. So where am I wrong?

As much as I would like to give you answers, I´m sorry as this was not my idea. I might guess about the taxation, but as I´m not sure if I got the rest right I would prefer not to add more speculation on a topic to make it even more confusing.

But maybe someone could jump in on my question from yesterday and help us both understand it. What I got is, that the original LT is done and it`s "shell" would now be used as a "liquidation trust" for distributing the money owned to escrows holders.

I´m not up to speed on that one yet, so far it sounds way more convincing than anything that AC has come up with so far and even he seems to back this conclusion, even so I not really see how this falls into place with the "new wand" theory then.

Recap, please correct me if I`m wrong:

So baseline of what he is explaining and you are supporting now is, that the WMILT, that we all know and which handled the BK proceedings in terms of payouts and waterfall distributions is now done with its BK work, distributed ALL its money left and would have been dissolved already. But, a "entity took over the empty shelf" of the WMILT and is now using it as a tax loophole for distributing the cash owed to escrows. And it is a "new" WMI-LT, which is referred to as liquidation trust, but is not the former LT we thought it was, but instead it is now a newly "refilled" trust which will distribute the cash and "other assets" to releasing escrow holders using the former one?

Does is reflect in short terms what is explained here?

Recap, please correct me if I`m wrong:

So baseline of what he is explaining and you are supporting now is, that the WMILT, that we all know and which handled the BK proceedings in terms of payouts and waterfall distributions is now done with its BK work, distributed ALL its money left and would have been dissolved already. But, a "entity took over the empty shelf" of the WMILT and is now using it as a tax loophole for distributing the cash owed to escrows. And it is a "new" WMI-LT, which is referred to as liquidation trust, but is not the former LT we thought it was, but instead it is now a newly "refilled" trust which will distribute the cash and "other assets" to releasing escrow holders.

Does is reflect in short terms what is explained here?

Oh boy, and here we go again with the new WAND that never existed. I wonder why I still follow this, should know better by know.

Damn, you cannot break it to them like this, this will hurt.

But the shift is more telling already then COOP ever will be

So you also know the MM secret signs? Or just won the lottery?

Well, in my opnion you ra re very rich yet - to bad you don`t read your necessary account documents "OG" - I´m right, right!

This is total BS

Under no circumstances in any way would the BOD of COOP have any say about the Safe Harbor assets, if any would exist.

18,75 X 1,2 X / 12 X 4.375 and then divided by 0 and you have it.

JPM

They got it.

Read the docs - don`t trust the gurus that make up stories all the time

Of course. Didn`t you hear that it will also make your account green with millions of dollars?

By the way, how are now the 77 million share count made up? There are still 86 mil outstanding, as the 11 bought back have not been redeemed.

Same goes for the complete crazy idea that KKR would still be holding another pack of millions of shares, even so THEY stated officially that there do not own any more shares of COOP.

Oh, line I said, the more theories are proven wrong, there more posts come up with literally NO usable information at all. Just repeating and rewording of either proven wrongs or just nonevent messages. But this at an amazingly accelerated pace. A bit like a scam game nearing its ending....

Ok, and how is this related to us? I guess in the same way like your last 176 posts, right? Money mvoing tommorrow. Or the day after. Or whenever. As long as its not COOP.

So, let me try to calculate this backwards.

Coming from 18.75$ per PQ for around 1.2 billion of released PQ sums up to around 22,5 billion alone, without interest of course. Now we will be nice and use 51 quarters as a baseline, so this would be 12,75 years or around 1,76$ billion per year.

So would you please mind to explain how from a baseline of 1.1$ billion, at a interest rate of 0,05375, you are working out a yearly return of 1,76$ billion?

I may not have been the smartest in the room when it came to math back in my school days, but 1,76$B out of 1,1$B would be a yearly return of 160 %, not 5,375 %.

But maybe my math is to conservative for that one.

It is not helping at all. It is just another shihft in the narrative, way from escrows and now it will be COOP hat would have been the easy way to riches ith one had followed the advise. Escrows will be dead and gone from the story latest by end of 2021.

MY bank send ma a new credit card yesterday, sure they know about a payment soon...

Bullshit

I have only one very simple question:

The Asset Values of WMIH's Subsidiaries" are being held in the WMIH Direct Sub, "WAND" (the new Wand) ..

Where is it? Please tell me the registration or its correct full name and city of reg and I`ll look it up myself.

Because so far in Delaware there is only one Wand Merger Corp. And we all know that one. It was the 2018 new established shell company for the NationStar action. So where are the docs / fillings about the NEW WAND you are referring to?

Just read this and match it to the Eclipse letter:

https://www.businesswire.com/news/home/20180213005465/en/WMIH-Corp.-to-Merge-with-Nationstar-Mortgage-a-Leading-Servicer-and-Originator

This is the public information, released ONE DAY AFTER THIS DOCUMENT

In no way was it something else. But feel free to prefer fairytales

If the Project Eclipse Commitment Letter is what he references as his baseline for the prospected proceedings, then this theory is clearly not the solution I was hoping for.

The Project Eclipse was simply the confidential working title for securing the financial needs to accomplish ne NationStar deal. As we all know, WMIH did not have enough funds of its own to make this deal happen, so they got KKR on board as a financial advisors, helping to get this done. And you cannot openly disclose a deal between shareholding companies to the public before it is a down deal, the financing matters where dealt with under confidentiality agreement. So of course you need to tell your bank what you want to buy, but of course no one is allowed to disclose this to the public upfront.

Just take a close look at the letter and you can easily spot that this never was about hidden assets moving, but instead it was 100% the NS acquisition

1. The dates (February 12, 2018) match perfectly within the timeline of the NationStar thing

2. The participating parties (Wand Merger Corporation as the borrowing party, KKR as the financial advisor, CREDIT SUISSE SECURITIES (USA), Deutsche Bank, JEFFERIES FINANCE LLC and HSBC as the ones financing the deal and WMIH as the acquirer of "the company"

3.The amounts of $2,750 million in aggregate principal amount of senior unsecured notes, matching the needed money to close gap for financing the deal

4. “Eclipse”, a Delaware corporation (the “Company”) as the company to be acquired. First of all, NationStar was a Delaware company. And what is way more imported, it was exactly THAT, A COMPANY. You can only "acquire (the “Acquisition”), directly or indirectly, all of the outstanding equity interests of the entity" if it is a company. But you NEVER can buy assets out of a trust an call it equity of a company.

5. You simply cannot "buy" safe harbor assets of a third party, not even with court approval. And even less can you buy up your own safe harbor assets. This is the most ridiculous part of it, while also just not possible

6. The way the deal was reanalyzed, with all acquired assets and liabilities shown, clearly showing no billions in hiding here.

But the best part about all of this is, you just don`t need to trust me or any other poster here. You can just confirm it by your own. And in a very easy way. Call COOP, be polite and if you talk to the right people and ask them weather "project eclipse" was just a working title for the confidential financing deal to prepare the acquisition of NationStar, they will confirm it. Because it simple is no longer confidential. The deal is closed, most run off notes already paid off and no more magic involved. Or call KKR if you find them to be a more trustworthy source. But the result is the same and the napkin math is gone.

Let me get this straight, in short and easy terms, so the story goes like this:

Wand Merger Corp acquired all the "safe harbor" assets from the old WMI before it merged and became what it is now.

So plain speech, Reorged WMI bought back it`s own safe harbor assets and needed a financing of $2,75B for that.

How should this be possible in any given way in this or any other universe? And how should that ever result in a payout to the escrows?

You are wrong on SO many levels.

This document refers to nothing else then the acquisition of Nationstar Mortgage LLC is regulated by the U.S. Security and Exchange Commission and incorporated in the state of Delaware.

Here, read it again:

the entity previously identified to us by you as “Eclipse”, a Delaware corporation

It was the confidential merger agreement for NS. Nothing else.

So much for this. forger about the napkin math...

So I have one question left: STATION PLACE SECURITIZATION TRUST 2016-3

Please tell me this is not (one of) the trusts you were resting your case with?

Well, sorry to burst your bubble, but this is simply the old merger of WMIH and Nationstar. Under the Agreement and Plan of Merger, dated February 12, 2018, by Nationstar, WMIH Corp. and Wand Merger Corporation, Wand Merger Corporation merged into Nationstar, resulting in Nationstar becoming a wholly-owned subsidiary of WMIH, which is now COOP. Nothing new and formost, no money coming back from this one.

And for sure not a NEW WAND MERGER hidding our riches. So again, where is that one? Because if this old filling from 2018 about the NS merger is all you got...

Again, your post is quite confusing. But at least this time it has an actual reference to Wamu. Even so it is complete useless from my point of view, like the links you embedded, of which none is still working.

If you keep reposting stuff you don`t understand, please at least make sure your references are working so that other people are able to see that for themself.

Oh, and by the way, I`m not looking for trouble, I´m looking proof and I`m not afraid of "the big guys", I`ve grown up long time ago. For the fattie trike reference I can only say I way more prefer my morning CrossFit sessions. Just did a few bar muscle ups and GHDs this morning before I jumped on my rower. So I`ve anyone needs help with pushing his wheeled walker, I`m willing to help out.

Honestly, I don`t think your are that hard to deal with. You may give it a try, but I would imagine you’re are quite a well-educated guy with good manners, finding joy in "intellectual" fights nowadays, especially given your past.

So I´m fine with not hiding in the shadows. You want to call me out? Give it a try: oldandnew(at)mailbox.org

I´d be more than happy to see where this leads to, as said, I´m willing to learn if I`m wrong.

Well, as I`m always willing to learn, could you please lead us to a reference or SEC filling regaring this:

And a last statement, as I`m sure when my sources come out valid the will again attack my motives:

The reason I`m being so aggressive in attacking these theories is, that I was truly hoping that someone who claims he knows and found proof of all that money would finally PROOF it with valid sources that can be verified be a third person.

IF there is so much money, it has to be somewhere. It needs to be accounted for. Interest needs to be generated and accounted for and The ones doing it need to publish this and be audited. So in one way or another it would be possible to see and proof it. This is not a CIA covered Ops that is hidden in the shadows. And even if it would be, even the them need to do to accounting for money. In a creative way most of the time, but at least they have to answer what amount of money went in which direction.

Anyway, I`m still waiting and so far all I see is either outright wrong or got proven insubstantial over time be simply not happening (REITS, Taxation) Go ahead, proof me wrong and make me very happy – Like JJW I would get way over 4 million if AZs numbers would be true. Let alone, I do not believe it from what I`ve seen, and also my account still says zero after all those promised payouts.

And for the Washington Mutual Capital Trust 2001, plase tell my where in the following you see money for the escrows? (Source: https://seekingalpha.com/filing/668753)


a.
Overview

In accordance with that certain Amended and Restated Declaration of Trust, dated as of April 30, 2001, WMI, as sponsor, established Washington Mutual Capital Trust 2001 (“ WMCT 2001 ”) to issue Trust Preferred Income Equity Redeemable Securities SM (the “ PIERS Units ”) to investors. WMCT 2001 is a statutory business trust created under the Delaware Business Trust Act and, as of the date hereof, continues to exist as an independent separate entity, duly formed and in good standing. WMI owns the common securities (the “ PIERS Common Securities ”) of such trust. As discussed below, WMI’s primary role in the transaction was to issue the Junior Subordinated Debentures (defined below), which comprised the sole assets of WMCT 2001. At issuance, and all times thereafter, these Junior Subordinated Debentures have, for all purposes, been treated as and reported as debt.

In the second quarter of 2001, WMCT 2001 issued (i) 23 million PIERS Units, having a total price of $1.15 billion, to investors, and (ii) 711,300 PIERS Common Securities, with a face value of approximately $35 million, to WMI. Each PIERS Unit consists of a preferred security (the “ PIERS Preferred Security ”) having a stated liquidation preference of $50.00 and a stated coupon of 5.375%, in addition to a detachable warrant to purchase 1.2081 shares of common stock of WMI at any time prior to the close of business on May 3, 2041. The PIERS Units were issued at an initial purchase price of $50.00, with $32.33 allocated to the PIERS Preferred Securities and the balance (or $17.67) attributable to “original issue discount” related to the value of the aforementioned warrant. The PIERS Preferred Securities were issued at a substantial discount and WMI made monthly accounting entries to accrete the discount and increase the balance over time. Thus, by maturity date of 2041, the debt would equal $1.15 billion .




(iii)
Transfer of Assets to JPMC

Pursuant to the Global Settlement Agreement, WMI, WMI Investment, Ahmanson Obligation Company, H.S. Loan Corporation, WAMU 1031 Exchange, WMMRC, WM Citation Holdings, LLC, WMI Rainier LLC and Washington Mutual Capital Trust 2001 (collectively, the “ WMI Entities ”), the FDIC Receiver and the Receivership, will sell, transfer, and assign (or cause to be sold, transferred or assigned) to the JPMC Entities, and the JPMC Entities will acquire, pursuant to the Seventh Amended Plan and sections 363 and 365 of the Bankruptcy Code, free and clear of all liens,

Yeah, put all your believes on a typo. Good Job, will make you rich for sure! Also amazing DD done here

I´m not sure if I would call if fighting at all, from my understanding it was simple a legal obligation to do so.

Let me explain it with a complete made up example. Company A (publicly trading) gets a legal queue in line, that may entitle them to 1 million, if at any given time there will be money coming down to their place in queue.

Now Company B steps in and want`s to get that place in the queue. Even if the board of company A may be quite confident that their place in line will never see any money, they have the legal obligation to fight for their place in line and entitlement, because as a company they are simple not allowed to freely give away "money" of their shareholders.

So if you ask me what I think is the reason for all this? Because they had the legal obligation to do so - Not because they are members of a conspiracy group knowing that hidden money will make them rich someday.

In 99 out of 100 cases the easiest explanation is the right one. I`m not saying that I`m knowing 100% for sure, as I do not know. It might also be for taxation, write offs or whatever reason. But in my understanding it is for sure not a valid proof that money is hidden away and coming back. And this is my big issues with all the theories here. They use indications at best, but most of the time outright proven wrong statements to keep their theories alive. Never hard proof. And never anything realizes. Just another example, what happened to the REIT payments that had to happen in 2020? What happened to the taxation issues that obliges them to payout in 2020? All down the drain, never happened and never got explained.

And for these discussions about the Pref B series, read this:

https://s1.q4cdn.com/275823140/files/doc_downloads/irw/IRS_forms_8937/Mr.-Cooper-Group-series-B-preferred-shares-conversion-to-common-stock.pdf

Again, enlightening but of course not so good if you want to keep on hanging to some theories.

So again, my challenge is for the people claiming there is so much money coming back:

Where is your proof? People here found papers and sources that denied EACH AND EVERY of our claims. So why not proof them wrong with plain and simple EVIDENCE?

Maybe take a look at the following document

https://s1.q4cdn.com/275823140/files/doc_downloads/irw/IRS_forms_8937/Mr.-Cooper-Group-WMI-Liquidating-Trust-Disputed-Equity-Escrow-distributions.pdf

Not so much to care about the content itself, what I find way more enlightening is this statement:

Mr. Cooper Group Inc (f/k/a WMHI Corp.)

So even on a official and legal challenges implying if lying document of the company itself you can see it WRITTEN WITH INK BLACK OM WHITE

COOP = WMHI

Same as statement from the regulatory instance back then and same as the answer was when COOP was contacted directly. Different people tried different ways and sources to verify this claim and they ALL came back with the same result:

There is no more WMHI, there is no parent named WMHI and all that is left is Mr Cooper aka COOP. I really don`t know how it is still possible to spin theories around the story that there is still am hidden parent of COOP called WMHI. This is plain and simple wrong. All payout stories based on that are simple lies at worst, dreams at best. But in no way they can become real.

I find it unbelievable that people here get hyped for misleading others without ANY factual proof, while the proven facts get ignored over and over again.

Mr. Cooper is WMHI. It is what it is. Everyone who denies this simply is wrong. 100%

* WMIH / symbol COOP' ... now has its share allocation put back into proper order ...

There is no WMHI anymore.... Read it again

They have nothing do to with each other. Like most of the topics addressed here, but no one cares. So, what should I say? The results stays the same. No money never coming back anywhere. Just pipe dreams and bis speeches never supooorted by any proof.

Well, the fact that there are no NOLs, no more need for escrows, no proof of any moneyleft anywhere and Guru claims about people being to stupid to make money from COOP cleary point to the tell of the end of the story.

No money never coming back. All made up crap over the last years.