Mr Cooper Group Inc (COOP)

[Dmdmd2020]

Per the Delaware Secretary of State website:

https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx

Thackeray III Bridge, LLC was incorporated: November 17, 2011.

Registered Agent: CORPORATION SERVICE COMPANY


IMO...my conclusions as of May 06, 2019:

1) Thackeray III Bridge, LLC is aka CSC Trust Company of Delaware (resident trustee)

2) Kosturos (liquidation trustee)

3) Beneficial owners of Thackeray III Bridge, LLC are the WMI Escrow Marker Holders

4) Thackeray III Bridge, LLC was incorporated in Delaware on November 17, 2011

5) POR 7 mediation didn’t start until December 2011.

6) WMIIC was able to transfer all WMI non-banking assets (i.e. retained interests in MBS Trusts created by WMI subsidiaries, mineral rights, CDS, real estate, etc) into a DST such as Thackeray III Bridge, LLC before WMIIC was dissolved in January 18, 2018.

7) Per DST Act of 2002:

Per the article by Morris James

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


“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.

...

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”

IMO...my conclusions from above article:

A) WMI non-banking assets transferred into a DST cannot be consolidated to the transferor’s (WMI/WMIIC) balance sheet

B) All assets in a DST is bankruptcy remote.

Overall conclusions:

1) WMI transferred all assets to a DST like Thackeray III Bridge, LLC (which are bankruptcy remote),

2) WMIIC was then dissolved on January 18, 2018 (without any assets upon dissolution),

3) assets within the DST will be returned to WMI Escrow Marker Holders when the BK cases are closed.

4) FDIC has no control of the assets in a DST such as Thackeray III Bridge, LLC.

5) it is true that the BK estate (WMI/WMILT) does not have any hidden significant amounts of assets because they are in a DST such as Thackeray III Bridge, LLC.


Draw your own conclusions!