Mr Cooper Group Inc (COOP)

[Dmdmd2020]

IMO...conclusions as of May 03, 2019:

1) This is a long post so I’m stating my conclusions first.

A) WMI non-banking assets ——>WMIIC —> Thackeray III Bridge (DST...the perfect bankruptcy remote SPE/SPV)

IMO...all WMI non- banking assets (i.e. beneficial interests in retained interests in MBS Trusts which WMI subsidiaries created; mineral rights, CDS, etc.) were transferred to a DST, therefore making them bankruptcy remote. WMI Escrow Marker Holders are the rightful beneficial owners of the WMI non-banking assets which cannot be consolidated on WMI / WMB balance sheets because they are in a DST.

B) CSC Trust Company of Delaware is the resident trustee, and Kosturos is the liquidating Trustee

2) The following article defines Delaware Statutory Trust (DST)

A) “...perfect structured finance special purpose entity”

B) “...a beneficial owner's interest in a DST is protected from all judgment creditors of such beneficial owner so long as the trust assets are held in Delaware by a bank or trust company.”

https://www.morrisjames.com/newsroom-articles-292.html

“An Overview of the Delaware Statutory Trust Act in Structured Finance Transactions
Articles & Publications
Business Transactions, Strategic Planning and Counseling Group
While Delaware is nationally known as the preferred jurisdiction for corporations, it is likewise recognized as a leader in the area of statutory trusts. The State of Delaware, in 1988, adopted the Delaware Business Trust Act, the name of which was changed to the Delaware Statutory Trust Act (the “DST Act”) in 2002. The enactment of this legislation operated to increase the utility of the trust in structured finance transactions by overruling those principles of common law trusts which were deemed disadvantageous and by including certain new provisions to statutorily authorize a high degree of freedom of contract between the trustor and the trustee in determining their respective liabilities and the manner in which the trust (called a “statutory trust” under the DST Act; hereinafter referred to as a “DST”) could be administered.

Although a number of states have adopted statutes recognizing business trusts, Delaware was the first state to adopt a completely new statutory trust entity which was designed from the ground up as a perfect structured finance special purpose entity. In the decades since Delaware adopted the DST Act, numerous other states have each enacted their own versions of the DST Act. The Delaware version, however, has continued to evolve over the ensuing years and remains several steps ahead of the others.

DELAWARE STATUTORY TRUSTS IN STRUCTURED FINANCE TRANSACTIONS

Whether you are arranging an asset-backed financing, an equipment leasing transaction, or trying to establish a titling trust, the entity that holds the assets being financed is the linchpin of all structured finance transactions. The DST has emerged as the preferred entity in such transactions for a variety of reasons.

A DST is easy to form and maintain.

A DST is formed by filing a certificate of trust with the Office of the Secretary of State of the State of Delaware. This certificate states only the name of the trust and the name and address of the Delaware trustee. There is no requirement that the identity of the beneficial owners of the trust or the provisions of the trust agreement be publicly disclosed, thus protecting the privacy of the parties to the transaction. The DST Act does require that the trust have a Delaware resident trustee, but business decisions and management of the trust may be (and in the context of a structured finance transaction, typically are) delegated to out of state co-trustees and managers. Moreover, the State of Delaware does not impose any annual fees or filing requirements on DST’s; there is a low one-time filing fee for formation of the trust, due to the State upon the filing of the certificate of trust.

Limited Liability.

The DST offers protection to its trustees, managers and beneficial owners. Under the DST Act, beneficial owners of a DST are entitled to the same liability protections that Delaware law provides to stockholders of a Delaware corporation. Further, trustees (whether they are physically located within Delaware or not) and other managers of the DST are not personally liable to third parties for acts, omissions or obligations of the DST.

Contractual Flexibility.

The express policy of the DST Act is to give maximum effect to the principle of freedom of contract and to the enforceability of trust agreements. This policy of freedom of contract means the parties are able to agree as between themselves with respect to matters such as management and economic rights of owners, duties and rights of managers, indemnification, mergers and other mixed entity reorganizations and other management and operational issues. Fiduciary duties to the beneficial owners or the statutory trust and related liabilities may be expanded, restricted or eliminated in the trust agreement; provided only that the trust agreement may not eliminate the implied contractual covenant of good faith and fair dealing.

Flexible Tax Treatment.

A DST may be structured as a corporation, a partnership or a trust for federal and Delaware income tax purposes. A DST can qualify as a FASIT (financial asset securitization investment trust), a REMIC (real estate mortgage investment conduit), a REIT (real estate investment trust) or a RIC (registered investment company).

Bankruptcy Remote Characteristics.

A DST is a legal entity separate and distinct from its owners and managers, and this separateness lessens the likelihood that a bankruptcy court will consolidate the assets and liabilities of the DST with those of the trustor.

No creditor of a beneficial owner of the DST has any right to obtain possession of or exercise any legal or equitable remedies with respect to the property of the DST, and a beneficial owner generally has no interest in specific property of the DST.

A DST may not be terminated or revoked by a beneficial owner or other person except in accordance with the terms of its trust agreement. A DST has perpetual existence and will not be terminated or dissolved by the dissolution, termination or bankruptcy of a beneficial owner unless the terms of the trust agreement provide otherwise.

The contractual flexibility provided by the DST Act allows parties to restrict the ability of the DST to voluntarily commence bankruptcy proceedings through the designation of an “independent trustee”. This “independent trustee” may agree in the trust agreement to be responsible for making the determination to seek bankruptcy protection, and any fiduciary duties the independent trustee might otherwise owe to the beneficial owner can be contractually limited. Additionally, in appropriate circumstances, the power and authority of a DST may be limited (e.g., by limiting such power and authority to the preservation of the assets of the DST) so as to render the DST ineligible to file as a debtor under the U.S. Bankruptcy Code.

Sophisticated Dispute Resolution.

The Delaware Court of Chancery has jurisdiction over trust and fiduciary matters and is generally regarded as the preeminent business court in the United States. Furthermore, the Delaware Court of Chancery offers parties to sophisticated business transactions the opportunity to mediate or arbitrate their disputes, provided that their trust agreement contains certain required language.

COMMON USES OF DELAWARE STATUTORY TRUSTS

Asset Securitizations – the DST issues debt/equity securities backed by trust assets, the primary advantage of which can be to protect DST assets from creditors of the originator of such assets and creditors of the beneficial owners of the DST.

municipal tax liens (i.e. NYC; DC)
residential mortgages (CMOs and REMICs)
real estate investment trusts (REITs)
commercial mortgage loans
financial asset securitization investment trusts (FASITs)
collateralized bond obligations (CBOs)
receivables (credit card, trade, installment sale, healthcare, etc.)
automobile leases/loans
corporate bonds and notes
royalty interest trusts (oil/natural gas properties)
Leveraged Leasing and Equipment/Collateral Trusts – the DST provides limited liability for equity investors, protects lessee and debt investors against risk of equity investor's bankruptcy, and can significantly reduce the risk that the DST will become a debtor in bankruptcy.

Like Kind Exchanges Under Section 1031 of the Internal Revenue Code – DSTs are frequently used to hold “replacement property” in like kind exchange transactions structured to comply with Revenue Ruling 2004-86.

Structured/Synthetic Securities – the DST acquires and holds the security/asset to be repackaged, enters into a swap transaction to exchange cash flows with the swap counterparty, and issues to investor new debt and/or equity securities having the desired investment characteristics (based on cash flows received from swap counterparty).

Synthetic Leases – the DST's flexibility and bankruptcy-remote features, and the limited liability of DST beneficial owners, makes the DST a good choice to serve as borrower/owner/lessor in tax retention operating lease (TROL) transactions.

Registered Investment Companies – the DST's flexibility is key advantage.

there exists no limit on number of beneficial owners/interests;
the DST can be authorized to redeem or issue additional beneficial interests without the consent of beneficial owners and without amending a public document or filing;
inter-series liabilities can be limited to property of the series; and
no annual meetings are required.
Insulation Of Trust Assets From Attachment

10 Del. C. §3502(b) ("Section 3502") provides that banks and trust companies are not subject to the legal remedy of attachment, therefore money and other assets in the custody and control of a bank or trust company are exempt from seizure by attachment
Case law has extended the protection of Section 3502 to equitable remedies sought by creditors ("[P]roperty, which is exempt from levy and sale under legal process . . . cannot be reached by a creditor's bill.")

Therefore, a beneficial owner's interest in a DST is protected from all judgment creditors of such beneficial owner so long as the trust assets are held in Delaware by a bank or trust company”

3) The following below is background DD from previous posts:

A) IHub Post #550067

B) IHub Post #551077
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IHub Post#550067:

“Saturday, 12/08/18 01:45:43 PM
Re: hotmeat post# 550031 0
Post # of 573716
I want to point out the very first document filed by Washington Mutual Incorporated Investment Corp. (WMIIC)

http://www.kccllc.net/wamu/document/0812228080926000000000001

PDF page 1 of 10 (bottom of page):

“Estimated Assets ________X $500,000,001 to $1 billion

Estimatesd Liabilities ______ X $0 to $50,000”



PDF page 9 of 10:

Stewart M. Landefeld (Executive Vice President) filed and stated:

“WMI Investment Corp. in the above-captioned case, certifies that Washington Mutual, Inc. Owns 100% of the equity interests in WMI Investment Corp.”

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https://www.prnewswire.com/news-releases/wmih-corp-announces-dissolution-of-wmi-investment-corp-300584678.html

“SEATTLE, Jan. 18, 2018 /PRNewswire/ -- WMIH Corp. (Nasdaq: WMIH) (the "Company") today announced that it has completed the dissolution of its wholly-owned subsidiary WMI Investment Corp. ("WMIIC"). Earlier today, WMIIC filed a Certificate of Dissolution of WMIIC with the Office of the Delaware Secretary of State. The dissolution of WMIIC was effective immediately upon the filing of such certificate.

Prior to September 26, 2008, WMIIC held a variety of securities and investments; however, such securities and investments were liquidated and the value thereof distributed in connection with implementing the Company's Seventh Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code. As such, WMIIC did not have any assets or operations at the time of its dissolution. “

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IMO...conclusions as of December 08, 2018:

1) WMI owns 100% equity of WMIIC, not the assets of WMIIC. Thus WMILT/WMI Escrow Marker Holders owns 100% equity of WMIIC, not the assets of WMIIC.

2) WMIIC did declare assets

3) upon dissolution, WMIIC owned no assets.

So, why is this so important?

IMO...WMIIC was or it became a Special Purpose Vehicle/ Special Purpose Entity (SPV/SPE)

The following is a description of what a SPV/SPE actually is, and how it is required in securitizations of assets.

The following are cited from “Securitization: The Financial Instrument of the Furure” by Vinod Kothari (2nd edition 2006).

Page 11-12

Another phrase commonly used in securitization exercises is bankruptcy remoteness. This means the transfer of the assets by the originator goes bankrupt, or falls into other financial difficulties, the rights of the investors on the assets held by the SPV are not affected. In other words, the investors would continue to have a paramount interest in the assets irrespective of the difficulties, distress or bankruptcy of the originator. Bankruptcy remoteness could also be related to the issuer, that is, the special purpose vehicle is ideally so structured that it cannot go bankrupt. Technically, it is never possible to guarantee that the SPV will not go bankrupt, but the structural protection against bankruptcy relies on a basic tenet of life that we often forget. All worries are associated with wealth. If the SPV is so structured that it can have no wealth and no liabilities, it obviously can have no worries, including worries as to bankruptcy.

Page 15-16

Box 1.3 Why Special Purpose Vehicles?
Special purpose vehicle is a transformation device, it is not an entity with substance, assets or income. It is a mere legal fiction that holds assets and issues securities.
It does not add any credit, value or support to the assets.
The results is that assets get converted into securities, the special purpose entity acting as a conversion device.
The only backing of the securities issued by the entity is the assets, so these securities are asset-backed securities.

Special Purpose Vehicle
A vehicle, whether special purpose or general purpose, is not required in case of asset sales in general, but is required for securitization transactions.
Creation of marketable securities is not possible without a conduit or vehicle that will house the assets transferred by the originator and create securities based on such assets. Therefore, a vehicle is required to serve as an intermediary between the originator and the investors. But or such a vehicle, a transfer of assets between the originator and the investors will be a direct bilateral transfer and any further disposal thereof by the investors will be fraught with problems. We will discuss more of these problems later.
That is why we need a vehicle, but why a special purpose vehicle? The idea of a special purpose vehicle is to clothe an asset(s) with the garb of incorporation, so that one who owns the securities of the vehicle really owns the assets, no more and no less. A general purpose, or operating company, is not fit to hold securitized assets as such a company might have other assets and other liabilities, each of which might interfere with the exclusivity of rights over the assets that the transaction intends to give to the investors.
If an operating company holds assets, it might incur expenses, and/or incur liabilities, and might go bankrupt, thereby destroying the transaction. By its very nature, a special purpose vehicle is a legal shell with only the specific assets transferred by the originator, and those assets are either beneficially held by the investors or collateralize the securities of the vehicle; there is nothing left in the vehicle for anyone to have an interest in. A special purpose vehicle is a legal entity, but a substantive non-entity. This is what makes a special purpose vehicle bankruptcy-remote: Taking the special purpose vehicle to bankruptcy is almost the same as taking legal action against a pauper.

Page 640
The following limitations should be imposed in the constitutional documents to make the SPV bankruptcy remote:
The company’s purpose should be limited. The purpose will depend on the function of the SPV. Issuer SPVs will have the purpose of acquiring the assets of the originator, issuing securities and all ancillary functions.
The company’s ability to incur indebtedness should be limited. The nature of the limitation will depend on the limited liability company’s role in the transaction.
The company should be prohibited from engaging in any dissolution, liquidation, consolidation, merger or asset sale and amendment of its articles of organization as long as the rated obligations are outstanding.
The company must have an independent director. Preferably, the majority of the Board must be independent.
The unanimous consent of the independent directors and members should be required to (i) file, or consent to the filing of, a bankruptcy or insolvency petition or otherwise institute insolvency proceedings; (ii) dissolve, liquidate, consolidate, merge or sell all or substantially al of the assets of the corporation; (iii) engage in any other business activity; and (iv) amend the company’s organizational documents.
The company should agree to observe the “Separateness Covenants” (see above).




Page 592
Safe Harbor
Delaware
On January 17, 2002, the state of Delaware enacted the Asset-Backed Securities Facilitation Act, 6 Del.C. 2703A (the “ASBFA”). The ABSFA effectively creates a safe harbor under Delaware state law for determining what constitutes a true sale in securitization transaction.
?The ABSFA first provides that any “property, assets or rights purported to be transferred, in whole or in part, in the securitization transaction shall be deemed to no longer be the property, assets or rights of the transferor.” Given the foregoing provision, to the extent Delaware law applies, the traditional legal criteria used in determining what constitutes a true sale in the context of a securitization is intended to be irrelevant.
?The ABSFA further states that a “transferor in the securitization transaction…to the extent the issue is governed by Delaware law, shall have no rights, legal or equitable, whatsoever to reacquire, reclaim, recover, repudiate, disaffirm, redeem or recharacterize as property of the transferor any property, assets or rights purported to be transferred, in whole or in party, by the transferor.” The ABSFA also provides that in “the event of a bankruptcy, receivership or other insolvency proceeding with respect to the transferor of the transferor’s property, to the extent the issue is governed by Delaware law, such property, assents and rights shall not be deemed party of the transferor’s property, assets, rights or estate.”
?Thus, effectively, the state law makes a securitization transaction completely free from risk of recharacterization.

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IMO...overall conclusions:

1) WMIIC was a SPV/SPE which bought assets in order to transfer them to another SPV/SPE (which specifically are in Delaware Statutory Trusts (DST) such as Thackeray III).

March 05, 2012 —WMI/WMIIC contracts CSC Trust Company of Delaware as Delaware resident trustee. Therefore, WMILT can function as a proper liquidation trust.

https://www.sec.gov/Archives/edgar/data/933136/000090951812000131/mm03-1212_8ke101.htm

“WMI LIQUIDATING TRUST AGREEMENT, dated as of March 5, 2012 (this “Trust Agreement”), is by and among Washington Mutual, Inc. (“WMI”) and WMI Investment Corp. (“WMI Investment” and, together with WMI, the “Debtors”), as debtors and debtors-in-possession, William C. Kosturos, as liquidating trustee (together with any successor or additional trustee appointed under the terms hereof, the “Liquidating Trustee”), and CSC Trust Company of Delaware as the Delaware resident trustee (together with any successor Delaware resident trustee appointed under the terms hereof, the “Resident Trustee” and collectively with the Liquidating Trustee, the “Trustees”) of the WMI Liquidating Trust (the “Liquidating Trust”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Debtors’ Seventh Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code, dated December 12, 2011, as confirmed (including all exhibits thereto, as the same may be further amended, modified, or supplemented from time to time, the “Plan”).”

March 19, 2012–Effective Date of POR7

June 27, 2017– WaMu 1031 Exchange creation in Delaware

December 08, 2017–
a) WaMu 1031 dissolution in California
b) Long Beach, Wamu Capital Corp., WMMSC, WMAAC, and one other WMB subsidiary merged with JPMC

December 11, 2017– DB Globic letter to investors stating distribution from MBS Trusts starting after January 2018

January 18, 2018– WMIIC dissolution in Delaware

IMO...WMIIC was the conduit SPV/SPE which transfered all assets from all subsidiaries to DST such as Thackeray III Bridge.

WMI/WMILT/WMI Escrow Marker Holders are 100% the rightful equity beneficial owners of all assets in DST which hold all the assets and non-banking assets (i.e. real estate, mineral rights, beneficial interests of certificate participation in MBS Trusts created by WMI subsidiaries)

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IHub Post #551077:

Saturday, 12/15/18 11:29:14 AM
Re: Dmdmd2020 post# 550067 0
Post # of 573717
https://www.delawaretrust.com/contact-delawaretrust/delaware-trust-company-history

"The History of Delaware Trust Company

Delaware Trust wasn’t born yesterday. Since founders Josiah P. Marvel and Christopher L. Ward went into business together over a century ago, managing a trust company was part of the foundation of their partnership.
In 1899, Josiah Marvel and Christopher Ward merged independent businesses that helped companies incorporate, operate, and stay in compliance to form Corporation Service Company®, Delaware Trust’s parent company. Later, in 1917, when trust charters were easier to come by than in present day, Ward purchased a handful for later use.
Even through the Great Depression and the death of both founders in the 1930s and 40s, the company continued to earn a profit and grow. In 1968, the board discovered that Capital Trust Company was available for purchase. While small, it had a long history, and was a smart acquisition.

In 1979, the board reactivated the trust charter for Delaware Charter Guarantee & Trust Company, and started doing business in 1981. Within a few years, it had become larger than the parent company, and in 1986, was sold to Principal Mutual Life Insurance Company, now the Principal Financial Group.

In 1999, another of Ward’s early-century trust charters was activated to establish Capital Trust Company of Delaware. With an initial focus on personal trust, Capital Trust branched out into corporate trust in 2002 and soon realized that this line of business had greater synergy with the parent’s core business. So in 2006, the personal trust side of the company was sold and the corporate trust accounts were transferred to CSC Trust Company of Delaware, a company focused exclusively on corporate trust services.

In 2010, the company separated business offerings into five related units including CSC Trust Company of Delaware. A few years later in 2014, CSC Trust Company of Delaware renamed Delaware Trust. There is a great deal of history standing behind a business that today specializes in special purpose entities, corporate trust and agency services, special purpose vehicle management, and independent director services."

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Per Globic link pertaining to the DB Trustee of $165 billion in MBS Trust:

https://www.globic.com/wamurmbssettlement/pdfs/3.%202017%2004%2028%20FILED%20WAMU%20TIP%20Decl%20of%20Robert%20Stevens%20re%20Notice%20to%20DTC%20of%201%20Complex%20Designation,%202%20Notice%20of%20Hearing%20Date,%203%20Civil%20Complex.pdf

(PDF Page 54-65 of 184) "NAME AND ADDRESS OF EACH PERSON TO WHOM NOTICE WAS MAILED"

PDF Page 57 of 184:

Name and person served____________Address

"Wilmington Trust Company__________Attention: Coporate Trust Administration
Rodney Square North
1100 N. Market Street
Wilmington, DE 19890-0001

WM Covered Bond Program__________c/o Wilmington Trust Company
1100 North Market Street
Wilmington, DE 19890"

PDF Page 59 of 184:

"Wilmington Trust Company__________c/o Corporation Service Company
2711 Centerville Rd. Suite 400
Wilmington, DE 19808"

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IMO...My Conclusions as of December 15, 2018:

1) WMI LIQUIDATING TRUST AGREEMENT, dated as of March 5, 2012 (this “Trust Agreement”), is by and among Washington Mutual, Inc. (“WMI”) and WMI Investment Corp. (“WMI Investment” and, together with WMI, the “Debtors”), as debtors and debtors-in-possession, William C. Kosturos, as liquidating trustee (together with any successor or additional trustee appointed under the terms hereof, the “Liquidating Trustee”), and CSC Trust Company of Delaware as the Delaware resident trustee (together with any successor Delaware resident trustee appointed under the terms hereof, the “Resident Trustee” and collectively with the Liquidating Trustee, the “Trustees”) of the WMI Liquidating Trust (the “Liquidating Trust”).

2) Corporation Service Company was kept in correspondence regarding the DB Trustee which managed $165 billion in MBS Trusts created by WMI subsidiaries.

3) CSC Trust Company of Delaware is the same as Corporation Service Company.

4) CSC Trust Company is the "Resident Trustee" along with the Liquidating Trustee (William C. Kosturos) which serves the WMILT.

5) Thus the WMILT has a very big (beneficial interests) interest in the progress of the DB/Globic Litigation (Which was settled and consummated on December 31, 2017). IMO.. Disbursement of monthly payments to certificate holders started after January 2018.

IMO...WMILT/WMI Escrow Holders are one of those certificate holders. But they have to wait until the FDIC resolves the receivership and that won't happen until the BK cases are closed. But now, FDIC might be able to unfreeze the MBS Trusts with the approval of the DCR adjustment to allow the disbursements to the last remaining creditors (PIERS).

6) In the list of parties that were given notice via mail:

a) Underwriters (Morgan Stanley, Credit Suisse, Golman Sachs)

b) Other Trustees of MBS Trusts (US Bank, Citibank, etc.)

c) ratings agencies

d) FDIC

e) But who is obviously missing? >>>>>>>>> No JPMC entities are listed....why???

JPMC did not own any of the MBS Trusts in DB/Globic Litigation and IMO...JPMC did not own any of the other securitized mortgages under the other MBS Trusts under other Trustees!!!! “