Mr Cooper Group Inc (COOP)

[wwhatthe]

Just a little Research and all IMHO

JPMC states that it assumed liabilities under the P&A Agreement of roughly $300 billion

In the AMENDED MEMORANDUM OPINION (link at bottom) on page 34 it defines the term Book Value.
…Section 2.1 provides that liabilities transfer to JPMC at their “Book Value,” defined as the dollar amounts stated on WaMu’s Accounting Records at the time of its closing…

The term Liabilities in regard to mortgage backed securities refer to the mortgages
The term Book Value refers to the dollar amount paid for the mortgages

From page 10 - D. FDIC’s Internal Drafting of the Purchase and Assumption Agreement

Mr. Van Fleet (FDIC) testified that the “P&A was a completely one-off deal. It had several unique provisions that were never seen in a prior P&A and some of them have never been seen since.” (“Article 2 was totally different than any other one
we’ve done before or since.”)

Wigand (FDIC) Dep. at 37 (WaMu transaction “was unique in that it was different from the standard transactions in which only identified liabilities and identified assets pass to the acquirer.”)

From page 12 - At the beginning of this draft, the second introductory clause stated: “WHEREAS, the Assuming Bank desires to purchase certain assets and assume certain deposit and other liabilities…here the assuming bank picks the assets and liabilities they want.

This was changed to “WHEREAS, the Assuming Bank desires to purchase substantially all of the assets and assume all deposit and substantially all other liabilities…here the assuming bank purchased everything and then picks out what they don’t want …which means substantially all would have to be purchased at Book Value

“Lee Van Fleet (FDIC) called with the following questions: Can we limit liabilities assumed to just the ‘liabilities on the books and records’ and then give the options to take out the different categories of liabilities?

Initial Payment = Bid Amount? (The $1.88 billion was a payment…)

These are coming from (FDIC) David Gearin.” A positive answer presumably came very soon thereafter,
Section 2.1 was amended as follows:
(It’s a easier read if you only read the words in bold)

Subject to Section 2.5, the Assuming Bank expressly assumes at
Book Value (subject to adjustment pursuant to Article VIII) and
agrees to pay, perform, and discharge, all of the liabilities of the
Failed Bank which are reflected on the Books and Records of the
Failed Bank as of Bank Closing, including the Assumed Deposits
and all liabilities associated with any and all employee benefit plans,
except as listed on the attached Schedule 2.1, and as otherwise
provided in this Agreement (such liabilities referred to as
“Liabilities Assumed”).

From page 47 - September 24, 2008 meetings with rating agencies stating that JPMC would assume “[a]ll the deposits and substantially all [WaMu] liabilities, excluding senior and subordinated debt,”

From page 48 - FDIC relies on such presentations and comments to support its position that JPMC knew it would acquire WaMu’s RMBS liabilities. However, these were high-level summaries of the transaction that did not include all details of the potential acquisition. Furthermore, as JPMC argues, it was “fair to summarize the P&A Agreement as transferring ‘substantially all’ of WMB’s liabilities,” Because the liabilities at issue are estimated by Deutsche Bank to be valued between U.S. $6 and $10 billion and JPMC assumed liabilities under the P&A Agreement of roughly $300 billion. FDIC does not dispute these amounts, which support the statements that JPMC acquired “substantially all” of WaMu’s liabilities, per the P&A Agreement

Some may consider this proof…it comes from ROSEMARY M. COLLYER
United States District Judge, JPMC the assuming bank and the FDIC the sole drafter of the purchase and assumption agreement.

JPMC states that it assumed liabilities under the P&A Agreement of roughly $300 billion
And from the P&A Agreement the Bid Amount of $1.88 Billion was only a Initial Payment and not the purchase price for everything…this may be the Tens of Hundreds of Billions...
FDIC does not dispute these amounts, which support the statements that JPMC acquired “substantially all” of WaMu’s liabilities, “per the P&A Agreement “ IMHO nothing was gifted or given to JPMC it all has to be purchased at Book Value – per the P & A Agreement.
IMHO The $30 Billion in Apartment mortgages would have been purchased at Book Value and not found in remains as indicated.
From page 7 - “In its role as receiver for a failed depository institution, the [FDIC-R] has a statutory obligation generally to maximize the return on the sale or disposition of the receivership estate’s assets. The receiver distributes any funds realized from its liquidation efforts to the failed institution’s creditors and shareholders in accordance with the FDIC’s priority scheme.”

GLTA

Jiminy…
Jiminy Christmas
https://ecf.dcd.uscourts.gov/cgi-bin/show_public_doc?2009cv1656-181
Just my opinion, research and curiosity…
Not intended to serve as a basis for investment in any security of any issuer. GLTA