Mr Cooper Group Inc (COOP)

[Large Green]

Escrow Share Account Owners - Discussion on Asset Sales/Transfer

I have long said the resolution and official closure of the P&A by the FDIC is key to the ending of this case. Of course, if that gets moved out from September/2014, then of course I would have to move my thoughts out also-this is ONLY common sense IMHO.
______________________________________________________________
OH NO, HIDDEN ASSETS - YOU DON'T SAY!!! WOW, LOOK AT THIS LINK and thanks again goes to that Biker AZ.

http://www.scefiling.org/filingdocs/17733/68131/166224e_ExhibitxFxtoxSurxReplyxDeclaration.pdf

_____________________________________________________________

Nobody would know what did or did not happen in two months of mediation or what is under the court seals. I sure do not know. So one can expect almost anything in a case that is ANYTHING but a normal case.

I have NEVER claimed to know a future event, other than to posit based on connecting the dots of what COULD/MAY happen. I will be the first to say, it is entirely possible all of this to not turn out well including WMIH and until it totally reveals itself, anything is possible considering what we have witnessed the last six years. I DO NOT believe this but yes, anything IMHO is possible.

Anything that I discuss has ALWAYS been based on what has happened and never claiming to know a future event.

As you know Piers investors have ZERO chance of a HUGE payoff because they were NOT awarded escrow shares. IMHO, this is where the "mother load" of monies is going to be placed. Only time will tell for sure, but I can assure you one thing that if it does not play out as I have suggested there are going to be many professionals wrong. I have included some very important information regarding our (Escrow Account Owners) and how this is possible.

Again, there has been professionals who have been hired over the course with subject matter experience seeking clarity, opinions and facts which does not necessarily make them correct, but far more accurate than other. Of course, if one did not invest primarily with equity, then this information may not align with their interest.

There is not any case where a lawyer could not take the "other side" and make a presentation regardless of what the subject is. I have done that not only for myself (I am NOT a lawyer) but worked with many others and I am EXTREMELY pleased that I have escrow shares and no doubt IMHO based on the aforementioned, there is going to be a HUGE transfer of wealth to escrow share account owners.

I will leave with a couple of links for investors to research if they so choose. All I can say is as the official close of the P&A nears, I sure do LOVE my escrow shares!!!

The following is from (Co-written) Weasel/Gotcha/Mangle - Imagine that! Ensure you pick on the "melting ice-cube theory. Also registry accounts on pages 50/51

http://www.law.harvard.edu/programs/olin_center/papers/pdf/Roe_645.pdf

http://materials.abi.org/sites/default/files/2013/Sep/363SalesTopics.pdf

This is a great read about Rule 363 being used recently. Look at pages two to five discussing 'vanishing sub rosa plan doctrine' plus how 363 plan sales are used to funnel asset sales while a shell company goes through chapter 11.

http://www.wlrk.com/webdocs/wlrknew/AttorneyPubs/WLRK.17844.10.pdf

This is a super refresher of what happened. Also term sheet that was finalized on 5/2010 and 363 sale placed in Treasury Bonds

http://www.scribd.com/doc/63319846/Washington-Mutual-WMI-Closing-Argument-of-the-Equity-Committee-1st-Confirmation-Hearing-in-December-2010

The following is about Chrysler and how a 363 sale can be violated and to bring in someone from the outside such (example) as JPM.

http://www.law.harvard.edu/programs/olin_center/papers/pdf/Roe_645.pdf

WMIH,WMILT, IMHO, Escrow Share Account Owners, Piers, Tranches 5/6 and employee claims are all directly tied together
The FDIC wants the official P&A closure by the end of 9/2014 (of course they could delay this then I would change) and we are on track for that to happen. The FDIC also has to make a filing whether these employee claim settlements can be paid or not. At this point, makes no difference to me as I see an HUGE amount of money transferring into the accounts of escrow share account owners. There is way more than enough money to pay everybody off if the "powers-that-be" want it to happen that way, so no worries.

IMHO, there will be a huge amount of money that will be run through WMILT and WMIH can get up to two and half percent of this. If the number were intended to be small, there would be no reason for two and half percent to WMIH. IMHO, this may be how the first company is funded and will be around six hundred million, basically what the manipulated equity price (equaling the valuation) of WMIH has been over a period of time.


So to this extent, all of this is still directly tied together. Not only that, but what investors would want to make a deal BEFORE the final and official closure of the P&A, especially since we are very close? Common business sense says to wait until ties to the bankruptcy court (WMILT) are severed once and for all. So expect the announcement by WMIH concerning their business plan in the last quarter of 2014 IMHO.

The employee claims are basically all done now so we have a few minor issues left before the final and official closure of the P&A and no, MARTA and ATT claims are of very little concern at this point. Tranches five and six will be more procedural than litigation. This is because they cannot litigate these claims for the same reason I said three years ago there would NEVER be any third party suits all because this would become public knowledge while people defended themselves and this CAN NEVER happen! And not to mention, all of this has been decided years ago and the time frame is almost here. We have signed term sheets and other information regarding this under seal and we may never see this information because everybody will have been paid off in one form or another.

The next two to three months are going to be VERY exciting for escrow share account owners IMHO, unless the FDIC postpones the official closure of the P&A. Personally, I do NOT think this will happen as this has all been very carefully staged all the way down to key dates, times and filings IMHO.
Insider Trading AGAINST HEDGE-FUNDS- Capital Management LP, Centerbridge Partners LP, Appaloosa Management LP and Owl Creek Asset Management.
_____________________________________________________

http://www.bloomberg.com/news/2012-01-25/wamu-bankruptcy-judge-agrees-to-drop-insider-trading-ruling-1-.html


Very Juicy Material from the “Texas Litigation” involving the illegal seizure of WaMu

http://www.kccllc.net/documents/0812229/0812229090501000000000002.pdf

http://www.bloomberg.com/news/2012-01-25/wamu-bankruptcy-judge-agrees-to-drop-insider-trading-ruling-1-.html

___________________________________________________________
WaMu Bankruptcy Judge Agrees to Drop Insider-Trading Ruling
By Steven Church Jan 25, 2012 12:33 PM ET
The judge overseeing Washington Mutual Inc. (WM)’s bankruptcy agreed to drop a ruling that hedge funds may have engaged in insider trading.
U.S. Bankruptcy Judge Mary Walrath in Wilmington, Delaware, found in September that there was enough evidence of insider trading to allow a lawsuit to be filed against four hedge funds that hold billions of dollars of WaMu’s debt.
Walrath agreed today to certify to a higher court that she probably will vacate (YOU DON’T SAY) that order, which is on appeal. The certification would allow Walrath to drop the ruling if she approves WaMu’s $7 billion reorganization plan at a hearing scheduled for next month. Striking part of the insider-trading order will “pave the way for the debtors to finally exit bankruptcy after three years of extensive litigation and negotiation with a multitude of interested parties,” WaMu said in court papers.
WaMu is preparing to try for the third time to win approval of its plan after settling the objections of critics including shareholders. The Seattle-based company filed for bankruptcy on Sept. 26, 2008, the day after its banking unit was taken over by regulators and sold to JPMorgan (JPM) Chase & Co. for $1.9 billion.
Creditors Rejected Walrath today rejected the arguments of a group of creditors that oppose WaMu’s reorganization plan. The group claimed that Walrath would set a bad precedent by vacating her ruling ( YOU DON’T SAY)and that the four hedge funds were trying to restore their reputations after being accused of insider trading. The hedge funds “are pursuing this so they can go out as part of their business model and say, ‘Look, the judge supported our position,’” Howard J. Kaplan, a lawyer for creditors, told Walrath at the hearing. Shareholders had accused Aurelius Capital Management LP, Centerbridge Partners LP, Appaloosa Management LP and Owl Creek Asset Management LP of receiving inside information and using it to trade on WaMu securities. The four funds denied the allegations and supported vacating the order.
From http://usatoday30.usatoday.com/money/industries/banking/story/2012-02-17/washington-mutual-reorganization-plan/53133432/1
In approving Washington Mutual's plan, [b[color=red]]Walrath agreed to strike language in her September ruling (OH, NO) that referred to the insider trading allegations (YOU DON’T SAY) against the hedge funds, a condition the hedge funds had demanded in the December settlement that paved the way for the plan.[/color]
Distressed Claims Trading: Insider Trading May Lead to Disallowance of Bankruptcy Claims and Breach of Fiduciary Duties
By Paul J. Ricotta
In a significant expansion of the potential risk for distressed claims traders, the Delaware bankruptcy court has recently ruled 1 that traders who engage in insider trading may have their claims subordinated to equity, and that traders who amass claims sufficient to block a plan of reorganization owe fiduciary duties to all other creditors and shareholders during plan negotiations.
Washington Mutual, Inc., a bank holding company that formerly owned Washington Mutual Bank (“WaMu”), was once the nation’s largest savings and loan association, having over 2,200 branches and holding $188.3 billion in deposits. When WaMu filed for bankruptcy protection in September, 2008, disputes immediately arose among a number of parties regarding the ownership of certain assets and various claims that the parties asserted against each other. After more than a year of negotiations, a settlement was reached among some, but not all of the parties (the “Settlers”), and was incorporated into a proposed plan of reorganization that offered to pay creditors but would leave nothing for shareholders. The non-settling parties, including the Debtor’s Equity Committee (“Equity”), sought, among other things, to equitably subordinate the Settlers’ claims on account of alleged insider trading and to hold the Settlers liable as “temporary insiders” for breach of fiduciary duty because the Settlers held claims that were sufficient to block confirmation of any other plan.
Equitable Subordination
Equity claimed that, during the course of the settlement discussions which ultimately lead to the proposed plan of reorganization, the Settlers obtained material, non-public information about WaMu and traded in its securities. They further claimed that the Settlers maintained a blocking position which would prevent the confirmation of any plan that did not have the support of the Settlers. By virtue of their leverage, the Settlers then “dominated” plan negotiations to assure that their settled claims would be paid while nothing was given to WaMu’s equity.
Based on these facts, Equity sought to equitably subordinate the claims of the Settlers despite the fact that other courts have held that the Bankruptcy Code does not authorize the disallowance of a claim on purely equitable grounds. Notwithstanding prior case law, the Delaware bankruptcy court held that it had the power to equitably subordinate claims if they were subject to a defense outside of bankruptcy (in this case, a securities law violation).
A securities law violation can be established if a corporate insider trades in the securities of his corporation on the basis of material, non-public information. The court found a colorable claim for liability because the Settlers traded in WaMu’s securities with knowledge that a settlement was being discussed, including the relative stances the parties were taking in those negotiations over the course of the discussions, and with knowledge of the settlement term sheets exchanged by the parties, all at a time when the public knew only that WaMu and its creditors were engaged in contentious litigation.
The court found no merit in the Settlers’ arguments that Equity was simply utilizing 20/20 hindsight based on the fact that a settlement had ultimately been agreed upon or that, until a deal in principle is reached, mere negotiations do not constitute material, non-public information. The court noted that, as the negotiations progressed, it became clear to the parties involved — but not the public — that a settlement was becoming more probable and that the funds available to the bankruptcy estate were increasing. The court also dismissed the Settlers’ argument that the fact that some Settlers bought claims, some sold, and some did neither, demonstrated that the information gleaned during the negotiations was not material, because unwise or contrary trading does not provide a defense to a securities law violation.
Breach of Fiduciary Duty
Equity also contended that the Settlers became “temporary insiders,” which include those who have entered into a special, confidential relationship in the conduct of the business of the enterprise and are given access to confidential information solely for corporate purposes. Equity asserted that the Settlers became temporary insiders when they were given access to the settlement term sheets and participated in confidential settlement discussions.As insiders, the Settlers owed a fiduciary duty to act for the benefit of all creditors and shareholders, which was breached when they supported a plan that paid nothing to the shareholders. The Delaware bankruptcy court agreed with Equity, deeming the Settlers temporary insiders, and ruling that they owed fiduciary duties to all other creditors and shareholders because they held blocking positions in two classes of WaMu’s debt structure. The court authorized Equity to commence litigation against the Settlers for breach of that fiduciary duty.

_________________________________________________________
Thanks goes to tanjazielman (IHUB # 400941) for an EXCELLENT Summation!

http://s3.documentcloud.org/documents/813494/jpmfdic.pdf

These releases are IMO part of a deal. A deal has to be negotiated.

The release of AAOC was not something that they would get for free. And handing over 95% ownership of WMIH for equity didn't cut it either. Not if you have negotiators like Ed Sargent and Mike Willingham at the table.

My opinion is AAOC would give a whole lot more to be rescued from a dangling sword above their heads waiting to fall down at any moment in the future.

EC got a good hand there. Insider trading charges against Hedge Funds with big clients. People would be facing jail time, and their methods would be monitored more strictly on a permanent basis. They would do anything to sweep it under the rug! The releases must be given at all cost!

If one thinks the EC didn't have a strong leverage here, one must be completely oblivious to power play.

The EC was willing to talk (and especially listen) And remember: only Willingham and Sargent sat at the table for the EC!

(Remember Susman & Godfrey's motto: "Trial by agreement")

JPM and FDIC were not present at mediation. WHICH WASN'T NECESSARY BECAUSE THE NEGOTIATION WAS ALL ABOUT THE RELEASE OF AAOC.

Also: All term sheets are under seal. PAA is still effective until end of September. And let's sum up what we have seen so far by the LT:

- Litigating Trust: 20 million used for litigation? No way man! We bring back 12 million, we don't need 20 million... "we're not gonna sue anyone!" Until today that appears to be FACT.
- Depositions and subpoena's of former employees, directors and JPM are postponed until after the life span of WMI LT. Don't believe anyone who tells you the three years can be prolonged with three years. It's not going to happen. Why? It's not necessary!
See the statement above why the LT is not necessary.
- Escrows are not an asset of the WMI LT. It's not on the books, there is no mention of it in the FAQ on wmitrust.com. But the legal definition in a bankruptcy context it is a "legal obligation to distribute assets, mostly money". Whole different beast then an LTI? And who got those? PIERS of course.
- Susman, who takes care of the claims FOR the LT, didn't bill squat.

Also look at the whole bank PAA. The one that is still effective right now. At this very moment. Until this coming september:

"13.12 Term of Agreement. This Agreement shall continue in full force and effect until
the sixth (6th) anniversary of Bank Closing" (which is until 25th of Sept. 2014, ladies and gentlemen) Which literally STATES what we end up with:
SCHEDULE 3.2 - Purchase Price of Assets (Whoa-Billions-YOU DON’T SAY!)
(a) cash and receivables from depository Book Value
institutions, including cash items in the
process of collection, plus
interest thereon:
(b) securities (exclusive of the capital stock of Market Value
Acquired Subsidiaries), plus interest
thereon:
(c) federal funds sold and repurchase Book Value
agreements, if any, including interest
thereon:
(d) Loans: Book Value
(e) Other Real Estate: Book Value
(f) credit card business, if any, including all Book Value
outstanding extensions of credit:
(g) Safe Deposit Boxes and related business,
safekeeping business and trust business, if Book Value
any:
(h) Records and other documents: Book Value
(i) capital stock of any Acquired Subsidiaries: Book Value
(j) amounts owed to the Failed Ban by any Book Value
Acquired Subsidiary:
(k) assets securing Deposits of public money, Book Value
to the extent not otherwise purchased
hereunder:
(1) Overdrafts of customers: Book Value
(m) rights, if any, with respect to Qualified Market Value
Financial Contracts.
(n) rights of the Failed Ban to provide Book Value
mortgage servicing for others and to have
mortgage servicing provided to the Failed
Ban by others and related contracts.
(0) Bank Premises: Book Value
(p) Furniture and Equipment: Book Value
(q) Fixtures: Book Value

_______________________________________________________
33 Billions in Assets - PDF 20 (exhibits 20/26/35 are the best)

http://www.scribd.com/doc/63319846/Washington-Mutual-WMI-Closing-Argument-of-the-Equity-Committee-1st-Confirmation-Hearing-in-December-2010

WMIH first merger may be funded with LARGE DOLLARS as WMIH can get two and a half percent of monies run through WMILT
PDF 33/49

http://www.wmitrust.com/wmitrust/document/8817600130402000000000002

DECLARATION OF JONATHAN GOULDING
IN SUPPORT OF ENTRY OF AN ORDER CONFIRMING
THE SEVENTH AMENDED JOINT PLAN OF AFFILIATED DEBTORS
PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE

http://www.kccllc.net/wamu/document/0812229120213000000000024
______________________________________________________________
Excellent due diligence Tanj- When introducing this type of "connecting the dots" and due diligence be very careful because even the slightest hint of BILLIONS and BILLIONS coming or way - well this just cannot happen and I believe I know why. It is about actions, actions and more actions.

tanj, please keep up the excellent due diligence. The following few words below will explain what has been going on since the final posting and tweaking of the final POR7 by the court literally days to hours before court approval by design.

This is where the Matrix payout was changed for reason allowing equity to receive all left-overs and ensuring the the final receiving end was indeed equity. Again, thanks goes to Willingham/Susman team.


Creditor Investor = NO ESCROW SHARES
___________________________________________________

Equity Investor = ESCROW SHARES

IMHO, this explains what has been going on with all of the conversation regarding escrow share account owners receiving "COMPREHENSIVE PAYOUT" or not.

Have I discussed lately how much I LOVE MY ESCROW SHARES?