Replies to post #404307 on Mr Cooper Group Inc (COOP)

[jhdf51]

He can't be serious?

Those of us on the WMIH side should be watching very closely to see if the BOD up-lists WMIH to a higher exchange. This should happen within a reasonable time after the closing of the PA&A and the consummation or official announcement that a merger has taken place. If they do not, you should be prepared to sell out instantaneously. The risk will be that the players will drive the PS down to worthless, and then they will find a legal way to sell WMI, leaving the common shareholder with nothing again.

[Olti]

I AGree with you that this is very good DD and important Post thou those words are very dangerouse for us

"If they do not, you should be prepared to sell out instantaneously. The risk will be that the players will drive the PS down to worthless, and then they will find a legal way to sell WMI, leaving the common shareholder with nothing again."

Baseless Without any reasoning and making people think that WillyJam actually sold us very bad and cheap which I dont think he would do it.We are talking for 6B$ in NOL and that isnt goingto be sold for at least the known 12$ per share or else a another USA revolution fro the WAMUers would be happening Soon lol

[W3Research]

Interesting DD Post by KentS ...

KentS Friday, 08/22/14 10:50:27 AM
Re: A deleted message
Post # of 404331

LG see the following two FDIC links, and once in either one go to the bottom and click on "Generate Report".
WMB
https://www2.fdic.gov/idasp/confirmation_outside.asp?inCert1=32633
Inactive as of: September 25, 2008
Closing history: Merged with Financial Assistance into
Acquiring institution: JPMorgan Chase Bank, National Association

WMB fsb
https://www2.fdic.gov/idasp/confirmation.asp?inCert1=33891&AsOf=MostCurrent
Inactive as of: September 25, 2008
Closing history: Merged without Assistance into
Acquiring institution: JPMorgan Chase Bank, National Association

If you look at the net assets after applying liabilities, you have $53 billion remaining. Assuming no more than $20 billion for FDIC Administration fees, that leaves $33 Billion, which happens to coincide with Edgar Sargent's $33 Billion in his closing arguments in the IT hearings.
So that will yield the following to escrow equity holders:
Ps = $3490 per share,
Ks = $87 per share,
Us = $8.06 per share.

[fsshon]

Legal Isolation/Safe Harbor.....READ ON....

My biggest problem with this post, is David (who I respect very much) saying "we should all liquidate if a merger/acquisition has not taken place after the closing of the PAA." The only way any value comes back to the Placeholder accounts (we expect it from expunged/disallowed claims) from the closing of this PAA is "FDIC kept mortgage assets off the books and out of the purview of the BK court." It is possible THJMW was aware of this from the "sealed docs" and other filings within her courts jurisdiction. I will lay out the legal language and then give you my take on this whole scenario of $$$$ "maybe" flowing back to escrow. Remember the $$$$ have to come from somewhere.

"legal isolation" also known as "Safe Harbor" Under this 360.6 FDI Act rule, the FDIC has the right to "legally isolate" mortgage securitizations and other assets of the receivership if the debtor becomes insolvent, as to protect them (assets)from the debtor's creditors in BK. In the case of WAMU, the bankruptcy was filed on Sept 26, 2008. The FDIC had the right under this Rule, to legally isolate securities from the "debtors creditors" and "keep them off the books." This is the rule LG/David/AZ/etc are relying upon when they state the PAA needs to close and funds will flow to the placeholders. They have a point, we need more evidence to "shed some light on this FDI Act Rule. The only 6-year rule is the "statute of limitations."

Page 22 forward. However, if you really want to understand the FDIC's rights under receivership and what they can and can not do in an insolvency situation, read the entire document

http://www.gibsondunn.com/publications/Documents/092608-Overview-FDICasConvervator-Receiver.pdf

There is a 6-year statute of limitations on this, the claims would have to been filed with 90 days of the receivership. One of the largest claims in litigation "right now" is JPM suing the FDIC for liability coverage in WAMU mortgage practices lawsuits outside the BK court. If the FDIC did not transfer the mortgage assets (court proceedings have alluded to this) then there is a chance they will resolve them once the LIBOR lawsuits and JPM liability indemnity claims lawsuits are resolved.


When circumstances forced the closure of WaMu late on the evening of September 25th, one day earlier than originally planned, the FDIC was still able to complete the orderly transfer of its more than 2,300 branches to JPMorgan Chase by the next day.


In contrast to the overnight resolution of WaMu and transfer of its assets and liabilities to JPMorgan Chase


https://www.fdic.gov/news/news/speeches/archives/2010/spsep0210.html

You see, if FDIC is keeping mortgages "off the books" and away from the bankruptcy, then that seems like it could be a big windfall for the escrow holders of WMI BK. One thing to remember and to keep in mind. FDIC has publicly stated that they want to make the bondholders of WMB whole and are not concerned with the pre-bk shareholders of WMI.

Shareholders cannot receive payment until all other claims against the company and the Orderly Liquidation Fund are paid.

http://www.law.cornell.edu/wex/dodd-frank_title_II

Can the FDIC legally not disclose to the BK court, that they are keeping Mortgage assets that were not part of the WMB/JPM transaction. "YES!" under the "legal isolation" rule. We believe they "may" not have transferred the mortgage assets and only gave JPMC servicing rights to theses mortgages. The filings show this argument may have some merit. We also know that for the first time in history the FDIC seized the corporate records of a bank holding company on the pretense the books and board members were interwined. "One in the same." They also may have seized the mortgage assets of said holdco. FDIC is protected under the

Prudential Mootness.. Limit on Liability clause in 12 U.S.C. §1821(i)
This limits the liability the Receiver may incur to the amount of the liquidation of the failed banks assets. In the lawsuit filed against the FDIC in the BK court we dealt with this. If I remember correctly the value was 33 Billion.. "let me go look that one up."

http://www.klgates.com/files/Publication/75c34466-1733-4cee-ac60-70a3faf13402/Presentation/PublicationAttachment/38ad8050-02a6-4bde-acda-752a232c299d/Banking_Law_Journal.pdf

Under "Prudential Mootness" the shareholders/bondholders can only recover what was allowed per the assets of the "failed institution" in a liquidated form. Easily answered... WHAT WAS THE VALUE OF WMB STOCK AT RECEIVERSHIP?"
If it was 33 Billion and the Bondholders were owed 8B, that leaves 25B for shareholders. If the claim was settled as part of the GSA, then that leaves $0, but the FDIC claims were only resolved pre-bk petition, not post.

I believe (I have always believed) that JPM "allegedly" told the FDIC head Shelia Bair that WMI and WMB were "one in the same" and it was virtually impossible to figure out who owned what assets, so they just wanted the whole-bank. JPM "allegedly" colluded with the FDIC in making WMI look like it was WMB and the corporate veil had been pierced. We know JPM was looking at the books of WMB under the confidentiality agreement signed by Dimon and Killinger. It is possible, the color they needed in July from the FDIC was "find us a way they are breaking the law, because we believe they are not a very well-run bank and are a danger to the entire financial system of this country." Translation... We need dirt! They are a BAD BANK!

In the case of WaMu, the FDIC had time to plan and implement an orderly resolution in advance.

https://www.fdic.gov/news/news/speeches/archives/2010/spsep0210.html

When you let the dogs in the door, you had better be willing to deal with the crap. Translation... "The Hounds are at the Door!" Killinger never should have let Dimon's MOLES in the door.

If the FDIC closes out the PAA in the 6 year window, I will be extremely surprised. I do not expect the FDIC to adhere to any laws or rules on receiverships, they are all different and complex and that is exactly what they will say. The FDIC under the FDI Act has a "roundtable" of powers and under the "legal isolation" rule, many on here believe (it is possible) that the receivership did not transfer the mortgage ownership to the JPMC, but kept them in a lockbox until all claims of liability against the receivership have been settled.

There is a 6-year statute of limitations on this, the claims would have to been filed with 90 days of the receivership. One of the largest claims in litigation "right now" is JPM suing the FDIC for liability coverage in WAMU mortgage practices lawsuits. If the FDIC did not transfer the mortgage assets (court proceedings have alluded to this) then there is a chance they will resolve them once the LIBOR lawsuits and JPM liability indemnity claims lawsuits are resolved. FDIC is suing 30-something investment firms on the LIBOR deal on behalf of the receiverships of many banks. Will that money flow to escrows, only after the bank bondholders are made whole.


Selling Your Stock.

Here is my stance on this whole "sell out and liquidate your position thing." What is currently happening to the retail shareholder is what I like to call "Death by Attrition." Translation... Every since KKR came on board and guaranteed the WMIH shareholders a large sum of money for acquisitions if we give them stock and preferreds, the Accum/Dist line on the chart is on a steady rise. This can only mean one thing. Whoever is working on retail to release their grip on their shares is doing on a tick-by-tick, day-by-day basis. You (Retail ) are being played and all they want you to do is sell to them at $2.70. Notice how we always seem to close at $2.70 within a day or two of going up to $2.85, $2.80, etc...???? Anyone figure this out yet? Just like a company can use attrition (retirement/quit) for their labor force and not hire to replace, an investor with the monetary means can use it on a "low float" stock to grab more shares. Release your grip, because you are tired and frustrated with the stock, someone is controlling this stock and they are waiting on retail to release their grip.

As for letting your valuable retail shares go because WMIH has not completed an acquisition. That is crazy. KKR (through insiders) would never let the price of WMIH be driven down, because it would affect their share price. "We are in bed with them." Our BOD will eventually use the money from KKR and issue the stock (after the 3-year rule on the NOL"s is locked in) I don't know when the ownership change happened, so I can not put a date on this. One thing we do know, it definitely before March 20, 2015. After this date we effectively own 5.95 Billion in Corporate Tax Attributes that have "NO RESTRICTION ON THEIR USE!"

As for selling your stock because a transaction has not taken place, that is entirely up to you. But, you must remember retail owned 70% of this stock at exit. "How much does it have now?" as this whole "Death by Attrition" plan plays out. What are the covert players goals? KKR pulls out of their deal, then you should be concerned, but as long as our investment banker is here, we are in good shape. Maybe the BOD is waiting on the PAA closure, maybe they have not found the right candidate in 3 years. I don't know, because they are legally not required to tell us. Leaving us on the OTCBB means they can do what they want. Moving us to NASDAQ would have put them in to stricter guidelines of disclosure.

One thing that makes me go HUM! is the fact that WMIH went out and found a strategic investment partner to pony up the dough for acquisitions, but has not done any...yet! Why would WMIH need a SIP if they believe the FDIC is going to give them a bunch of money because they hold escrows too? That does not make sense at all. Why give up so much of your equity, if you know money from FDIC settlements is headed your way? WHY?

Remember they told us two things... "We are not aware of any Market Maker making a market in our stock." Fat chance, they take WMIH "worthless shares" as compensation for their inaction "NOT CASH!" "We do not have any plans at this time to uplist to a higher exchange." [img][/img] Translation.. Now that we have KKR, we do not need share price appreciation and new shareholder investment that will come from an uplist and OH YEAH... We don't need all the pesky rules right now, because we are going silent and you (shareholders) will just have to deal with our inaction." Translation... Charles Smith is a RAT and WMIH should have already announced they are interviewing new candidates for CEO of this shell. Remember we passed the "continuity of business IRS 383 rule 2 year requirement, all we have left is the NOL lock-in after 3 years. At that point they become assets of the estate and stay on the books for 20 years.

As for "my friend" David stating "sell your shareS" is not in my best interest. I have WMIH in a long-term portfolio, because KKR is guaranteed a certain share price at which they get to purchase WMIH stock. As we all know, Wall Street Firms like KKR "make money" not lose it. WMIH stock needs to stay at least a multiple of 1.5 (there guaranteed buy price X 1.5) for KKR buy more stock and invest in WMIH. The price could is low because firms like KKR knows once the shell issues shares to them (dilution) there is a chance the MV could go down quite a ways until it recovers on revs and future projections and they wanted an "insurance policy." KKR is not inept, and will do what is best for KKR. They are our "investment bank" strategic investment partner. Eventually the strategy will come to light.

Covert buyers are controlling this stock (making a market) and if you sell, they get your shares. However, if you need to sell because you need the funds or you don't like the way this is going, you need to sit down and really think about why you rode this out for over 2.5 years and now want to sell out. If you need to sell or can't take the "inaction heat of WMIH BOD." Then by all means, SELL! You are your own financial analyst and all someone like I and many other posters on this board can do is try and help shareholders understand the dilema. Make sure you re-read the KKR deal before you do. When they say up to 40% that means they have entered into a contract to buy stock we can not issue yet.

The only way they get up to 40% is if WMIH issues more stock and that can not be done until the 3-year rule has passed.

Sorry this was so long, but it was direly needed.

Cheers
Blue

http://www.willamette.com/insights_journal/11/spring_2011_10.pdf