Mr Cooper Group Inc (COOP)

[Large Green]

CLASS 19, AS CLOSE TO PROOF as we get UNTIL Distributions-THANKS to Dmdmd1 for FABULOUS RESEARCH!!!

The very last couple of paragraphs are updated with IMO…my conclusions as of September 24, 2022 @ 0956 CST:

Quote from: Dmdmd1 on October 08, 2020, 03:55:19 PM
IMO ...my conclusions as of October 08, 2020 @ 1453 CST:

The Bonderman et al. Timeline :

1988: Robert M. Bass Group along with David Bonderman (COO of Bass Group) bought American Savings Bank from FSLIC (predecessor to FDIC)

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August 1989: Financial Institutions Reform, Recovery and Enforcement Act (FIRREA)

https://www.uscfc.uscourts.gov/sites/default/files/opinions/SMITH.AMERICANSAVINGSCORRECTED061611.pdf

PDF page 4 of 27

“ In August 1989, Congress enacted the Financial Institutions Reform, Recovery and Enforcement Act (“FIRREA”), Pub. L. No. 101-73, 103 Stat. 183. The result of this legislation, in part, was that the Note Forbearance and Warrant Forbearance were invalidated, thus depleting the amount of regulatory capital held by American Savings. Accordingly, the bank had to increase its levels of “real” capital that is investments of money or property that increased the bank’s net worth. This is unlike “regulatory capital” which only exists because regulators accept it for regulatory compliance.

During a deep recession in the California economy, American Savings became profitable and recorded net income of $247.6 million in 1990. Am. Sav. II, 62 Fed. Cl. at 10. It described itself in 1991 as “one of the most profitable depository institutions in the nation.” Id. (internal citations omitted). In 1996, Plaintiffs entered into an agreement to sell American Savings to Washington Mutual, Inc. Pursuant to its warrants, the FDIC, as FSLIC's successor, would have been entitled to receive a portion of the sales price in the Washington Mutual transaction after distribution of the preferences. However, the FDIC and the Bass Group negotiated a modification of their prior agreements under, which the FDIC agreed to accept 14 million shares of Washington Mutual stock, with the Bass Group receiving 26 million shares (a 65-35% split). In January 1997, the FDIC sold its Washington Mutual shares for a net amount of $651.7 million.“

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July 1996: WMI bought American Savings Bank making Robert M. Bass Group the biggest shareholders of WMI, and putting David Bonderman and J. Taylor Crandall on the WMI BOD.

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December 24, 2002: Bonderman and J. Taylor Crandall were forced to resign from WMI BOD due to pending American Savings Bank litigation against the United States (FSLIC/FDIC)

https://www.americanbanker.com/news/wamu-wants-shares-in-keystone-escrow-account-released

Published December 24, 2002


“Wamu Wants Shares In Keystone Escrow Account Released

December 24, 2002, 2:00 a.m. EST
2 Min Read
?
SEATTLE - Washington Mutual Inc. announced Monday that it is seeking to have 18 million of its own shares and about $85 million of cash released from an escrow account formed when it bought American Savings Bank in 1996.
The $262.2 billion-asset Seattle thrift company said that the account, managed by Bank of New York, was scheduled to be dissolved Friday. But the account's beneficiaries, the Federal Deposit Insurance Corp. and the former owners of American Savings, are disputing that termination, a Wamu spokesman said.
The FDIC has requested that Bank of New York not release the shares and said that the account's life can be extended for up to four years, Wamu said in a press release.

According to the company's annual report, 65% of the escrow account should be released to the former investors in American Savings' previous parent, Keystone Holdings, and the rest to the FDIC's Federal Savings & Loan Insurance Corporation Resolution Fund, when Wamu receives proceeds from a 1992 filed by American Savings against the U.S. government.
A Wamu spokesman said that the funds should revert to the company if the shares are released but should have "no material impact" on earnings.

The disagreement over when to release the funds has prompted a change in the structure of Wamu's board. "In order to facilitate discussions among the parties," two directors affiliated with Keystone have resigned, the thrift said.

The directors are David Bonderman, who owns 1.4 million shares held in the escrow account, and J. Taylor Crandall, who owns 2.4 million, according to Wamu's most recent proxy statement.
The dispute stems from a lawsuit in which American Savings, of Irvine, Calif., accused the government of breach of contract in the sale of distressed savings and loan assets to Keystone. When Wamu bought Keystone in 1996, it put 8 million shares in a litigation escrow account for the benefit of American Savings' previous owners and the FDIC, to be released when and if Wamu received proceeds from the lawsuit.

Thanks to two stock splits, those 8 million shares have ballooned to 18 million. The escrow account also holds accumulated interest and dividends.
The U.S. Court of Federal Claims gave its summary judgment to the case in April and concluded that the government had breached the contract. The FDIC claims the summary judgment established the conditions for an extension of the escrow account.
A spokeswoman for the FDIC would not discuss the matter.
As a successor to American Savings, Wamu said it can still take home reimbursement for its part in the long-running suit, if the proceeds exceed $516 million. The company is still waiting for a decision on the monetary settlement to the case.”

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April 08, 2008: Bonderman et al. (“TPG Investors” = $2 billion + “Institutional Investors” = $5.2 billion) infused $7.2 billion cash into WMI. Thus making David Bonderman a WMI director again.

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June 11, 2008: China sovereign fund invests $2.5 billion into TPG VI


https://www.perenews.com/report-china-invests-2-5bn-in-tpg-fund/

“TPG has reportedly become the latest US buyout firm to attract Chinese state investment, with the country’s State Administration of Foreign Exchange agreeing to commit more than $2.5 billion (€1.6 billion) to its sixth buyout fund [TPG VI].”

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June 24, 2008: WMI BOD ratifies plan to sell more than 50% of WMI (I.e. toxic assets like Long Beach Mortgage) to TPG investors.

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September 25, 2008: WMB was seized by OTS despite being solvent, and WMI was also looking to sell itself during the summer of 2008.
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September 26, 2008 @ 0800 EST: Exchange Event occurred.

Bonderman et al. were issued preferred stock.
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November 17, 2008: Docket #301 filed by “TPG Investors” declared redacted amounts of:

1) common shares
2) Series R
3) Series I
4) Series J
5) Series L
6) Series M
7) Series N

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April 01, 2011 (corrected opinion filed June 16, 2011): Bonderman et al. (Keystone Holdings Group formerly Robert M. Bass Group) was awarded $83.318 million for “American Savings IV” litigation.

https://www.uscfc.uscourts.gov/sites/default/files/opinions/SMITH.AMERICANSAVINGSCORRECTED061611.pdf

PDF page 2 of 27:

“ SMITH, Senior Judge:

OPINION and ORDER

This Winstar-related case is before the Court following a 15-day trial on damages for the Government’s breach of the Warrant Forbearance, which is on remand from the Federal Circuit, Am. Sav. Bank, F.A. v. United States, 519 F.3d 1316 (Fed. Cir. 2008) (“American Savings IV”). The Warrant Forbearance allowed American Savings Bank to count the value of stock warrants granted to the Federal Savings and Loan Insurance Corporation (“FSLIC”) towards its regulatory capital. Plaintiffs seek to recover damages based upon several alternative theories: lost profits, cost of replacement capital, and/or reliance damages. The Court issues this opinion after considering trial testimony and exhibits, post-trial briefs, and closing arguments. For the reasons stated herein, Plaintiffs are hereby AWARDED expectancy damages for their lost-profits claim in the amount of $83,318,000.”
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September 13, 2011: Judge Walrath’s ruling stated “Colorable Claims” of insider trading by AAOC/SNHs

Per my previous post regarding "Colorable Claim" of insider trading:

https://www.boardpost.net/forum/index.php?topic=13141.msg229068#msg229068

"I wanted to separate this thread for ease of access when searching for this document:

http://www.kccllc.net/wamu/document/0812229110913000000000006

As of September 13, 2011, Judge Mary Walrath’s court Gave this ruling:

PDF page 125-126 of 139

“ The Plan Objectors disagree with the Settlement Noteholders’
contention that the settlement negotiations were too tentative to
be material. The TPS Group asserts that over the course of
negotiations it became clear that a settlement was more probable
(as issues were resolved) and that the funds available to the
estate were increasing. The Plan Objectors argue that the
materiality of the information is evident from the fact that as
soon as the Settlement Noteholders were free to trade on that
information they did: engaging in what the Equity Committee
characterizes as a “buying spree” concentrating on acquiring (at
a discount) junior claims because the Settlement Noteholders knew
(although the public did not) that the junior creditors were
likely to receive a recovery. (AOC 18; AOC 54; AOC 62; Au 8.)“



PDF page 137-138 of 139

“ For all the above reasons, the Court finds that the Equity
Committee and the TPS Group have stated a colorable claim that
the Settlement Noteholders engaged in insider trading under the
classical and misappropriation theories.”
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October 17, 2011: Wildcat Capital Management, LLC was incorporated in Delaware (David Bonderman’s family office)

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November 17, 2011: Thackeray III Bridge, LLC was incorporated in Delaware (IMO...I contend this is one of the many DSTs where WMI and WMIIC transferred assets, including beneficial interests in bankruptcy remote MBS Trusts created by WMI subsidiaries)

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March 19, 2012: Effective Date of Chapter 11 emergence

Bonderman et al. Released potentially 822,871,428 shares of common stock (WAMUQ)

1) “TPG Investors” = 228,571,428 shares of WAMUQ
2) “Institutional Investors” = 594.3 million shares of WAMUQ

__________

So main question: Why hasn’t Bonderman’s investors (including the Chinese) sued him for losing $7.2 billion within 6 months from the April 08, 2008 WMI Transaction?

IMO...my answer: Bonderman told his investors to wait for the long game which currently potentially has Bonderman et al. owning approximately 822,871,428 shares of common stock (WAMUQ)

Thus, Bonderman et al. = 822,871,428 shares of common stock / 1,194,340,178 total shares released = 68.89% of the common shares released are owned by Bonderman et al.

Potential recovery for WMI Escrow Marker Holders are at least $101.9 billion (beneficial interests in MBS Trusts created by WMI subsidiaries) not including over 12 years of interest.

________________________________

I want to post this here because it’s important to the timeline.

Nate Thoma testified in front of Judge Walrath in summer of 2011:

http://s.wsj.net/media/sg061011.mp3

Listen to the whole thing, it’s very interesting with plenty of evidentiary data.


03:33—October 18, 2010 hearing, SNH claimed : 70% of PEIRS

Thoma stated: disenggenuous because the SNH owned:

10% Senior Notes
74% Senior Subordinated Notes
69% PEIRS

10:21–Appaloosa first purchased PEIRS on 9/29/2008 @ $0.0004 per share

Owl Bridge & Centerbridge first purchased PEIRS on November 2008 @ $0.02 per share

Aurelius first purchased PEIRS on January 2009 @ $0.03 per share.

All purchased Subordinated Notes in a bankruptcy stock above par!!

14:01—If creditors wanted to get their recoveries sooner they could have just sold on the open market. WMI Senior Notes were trading above par for ten months since February 2010 (prior to the date of the hearing…July 2011…not sure of the exact date of Nate Thoma’s testimony in court).

Senior Subordinated Notes traded above par for nine months since March 2010.

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IMO…my conclusions as of September 24, 2022 @ 0956 CST:

1) Bonderman et al won their American Savings litigation on April 01, 2011.

“ April 01, 2011 (corrected opinion filed June 16, 2011): Bonderman et al. (Keystone Holdings Group formerly Robert M. Bass Group) was awarded $83.318 million for “American Savings IV” litigation.

https://www.uscfc.uscourts.gov/sites/default/files/opinions/SMITH.AMERICANSAVINGSCORRECTED061611.pdf

PDF page 2 of 27:

“ SMITH, Senior Judge:

OPINION and ORDER

This Winstar-related case is before the Court following a 15-day trial on damages for the Government’s breach of the Warrant Forbearance, which is on remand from the Federal Circuit, Am. Sav. Bank, F.A. v. United States, 519 F.3d 1316 (Fed. Cir. 2008) (“American Savings IV”). The Warrant Forbearance allowed American Savings Bank to count the value of stock warrants granted to the Federal Savings and Loan Insurance Corporation (“FSLIC”) towards its regulatory capital. Plaintiffs seek to recover damages based upon several alternative theories: lost profits, cost of replacement capital, and/or reliance damages. The Court issues this opinion after considering trial testimony and exhibits, post-trial briefs, and closing arguments. For the reasons stated herein, Plaintiffs are hereby AWARDED expectancy damages for their lost-profits claim in the amount of $83,318,000.”

2) The above litigation gave birth to the Underwriters indemnification claim of $96 million

3) The Underwriters along with any creditors or SNHs (Senior to Equity Class 19 & 22) could have settled for above par if they bought and sold Senior and Subordinated Notes in the open market throughout the bankruptcy proceedings.

4) The Underwriters even decided not to pursue Class 18 claims ($24 million), they decided to relinquish them in the March 28, 2013 stipulation (over a year after the POR7 was approved on March 19, 2012).

5) I don’t know the exact dates when SNHs started buying Class 19 WAMPQs but they obviously released them.

6) So why would the SNHs buy WAMPQs?

7) Why did the Underwriters want to stay in Class 19?

IMO…the answer is they knew that it would yield the most money in the WMI recoveries matrix.





xxx