I suspect this will cause chaos, but here it is...
We have been discussing whether 75%/25% is only for LT distribution or includes BK Remote assets. Someone suggested that I had signed an agreement (ostensibly the release document) that said BK remote assets would be included.
Here is my answer. I'm not trying to be uncouth or smart alecky. I am sharing information. If anyone can refute this with quotes (and links) to documents, I am open to reevaluating my position. (Truly)
I am sorry if this upsets some of you (truly) but I am not the one who wrote the bankruptcy law and litigated POR7.
First, a quote directly from POR7.
23.1 Treatment of Preferred Equity Interests: Commencing on the Effective Date, and subject to the execution and delivery of a release in accordance with the provisions of Section 41.6 of the Plan, each holder of a Preferred Equity Interest, including, without limitation, each holder of a REIT Series, shall be entitled to receive such holder’s Pro Rata Share of seventy-five percent (75%) of (a) subject to the right of election provided in Sections 6.2(b), 7.2(b), 16.1(b)(ii), 18.2(b), 19.2(b) and 20.2(b) of the Plan, the Reorganized Common Stock, and (b) in the event that all Allowed Claims and Postpetition Interest Claims in respect of Allowed Claims are paid in full (including with respect to Allowed Subordinated Claims), any Liquidating Trust Interests to be redistributed; provided, however, that, in the event that, at the Confirmation Hearing and in the Confirmation Order, the Bankruptcy Court determines that a different percentage should apply, the foregoing percentage shall be adjusted in accordance with the determination of the Bankruptcy Court and be binding upon each holder of a Preferred Equity Interest. In addition, and separate and distinct from the distribution to be provided to holders of the Preferred Equity Interests from the Debtors, pursuant to the Global Settlement Agreement, and in exchange for the releases set forth in the Global Settlement Agreement and in Article XLI herein, on the Effective Date, JPMC shall pay, or transfer to the Disbursing Agent, for payment to each Releasing REIT Trust Holder its pro rata share of Fifty Million Dollars ($50,000,000.00), determined by multiplying (a) Fifty Million Dollars ($50,000,000.00) times (b) an amount equal to (i) the principal amount of REIT Series held by such Releasing REIT Trust Holder on the voting record date with respect to the Sixth Amended Plan divided by (ii) the outstanding principal amount of all REIT Series (which is Four Billion Dollars ($4,000,000,000.00)); provided, however, that the release of claims against the “Releasees” delivered in connection with the solicitation of acceptances and rejections to the Sixth Amended Plan shall be deemed binding and effective for each Releasing REIT Trust Holder; and, provided, further, that, at the election of JPMC, the amount payable to Releasing REIT Trust Holders pursuant to this Section 23.1 and Section 2.24 of the Global Settlement Agreement may be paid in shares of common stock of JPMC, having an aggregate value equal to the amount of cash to be paid pursuant to this Section 23.1 and Section 2.24 of the Global Settlement Agreement, valued at the average trading price during the thirty (30) day period immediately preceding the Effective Date. While JPMC’s maximum liability pursuant to this Section 23.1 and Section 2.24 of the Global Settlement Agreement is Fifty Million Dollars ($50,000,000.00), JPMC’s liability shall be reduced to the extent the Releasing REIT Trust Holders comprise less than all of the outstanding REIT Series holders.
That is the whole paragraph so I don't get accused of cherry picking a sentence or phrase here and there.
I have highlighted certain phrases to make it a little bit easier to read by not tripping over references, exceptions (that don't apply to the discussion at hand, etc.
Let me translate the legalese:
Preferred share holders get 75% of the NewCo stock and "any Liquidating Trust Interests to be redistributed."
If anyone can show a quote from a court document (or even something mentioned in a court document) that shows that the BK Remote assets are included in the Liquidating Trust Assets, I would love to see it. (Note on this at the end)
If anyone can explain how AG can assert $600B to be distributed through the LT while the LT is broke / dissolving / dissolved, I would love to see it. Quotes, Documents, and Links Please.
Note:
I also found at Vedder Price a section of the bankruptcy code. The pdf in question is not text, but rather images. Here is a typed-in excerpt from it.
Section 541(b) : Property Excluded From The Bankruptcy Estate Section 541(b)(1): Property or Power Benefiting Other Entity
11 U.S.C ~541(b)(1) excludes from the estate any power held by the debtor as of the commencement of the case that is exercised solely for the benefit of another entity, such as property over which the debtor is a trustee.
If I have understood, AZ has said all along that the assets to be returned were in trusts. That would explain how the LT didn't get it.
I am interested in well supported discussion of where I am wrong. I am not interested in yet another flame war. Life is too short.
