IMHO
I think I stubbled across proof Sussman Kicked JPM arse
I can only show you pieces of this long document.
in order to understand you seriously have to grab a cup of coffee and just read. its almost 1000 pages long.
detail accounts of what happen to all the subs including the one I showed you and whats its plans.
down below is more example of how the bankruptcy went but notice how the GSA was the the reason why all of these assest finally got sold.
again this thing is 1000 pages long almost. to see the billions that were going to get you have to read it. I spent 6 hours going thru all this.
Pursuant to the terms of the Global Settlement Agreement, the Debtors, JPMC, the FDIC
Receiver, FDIC Corporate, and the Creditors’ Committee have agreed to compromise, settle and release,
as to the parties thereto, certain disputes among such parties including, but not limited to the disputes at
issue in (i) the D.C. Action, (ii) the JPMC Adversary Proceeding, (iii) the Turnover Action, (iv) the Rule
2004 Motion, (v) the proof of claim filed by the Debtors and each of WMI’s direct and indirect nonbanking
subsidiaries with the FDIC Receiver, (vi) the proofs of Claim filed in these Chapter 11 Cases by
JPMC and the FDIC Receiver, (vii) the transfer of the Trust Preferred Securities and the consequent
issuance of the REIT Series, and (viii) certain other disputed assets and liabilities. The Global Settlement
Agreement is incorporated into this Disclosure Statement by reference as if fully set forth herein.
b. Certain Terms of the Global Settlement Agreement
(i) Treatment of the Disputed Accounts
In partial consideration for the assets sold pursuant to the Global Settlement Agreement
and the releases and other benefits provided to the Released Parties pursuant to the Seventh Amended
Plan, the JPMC Entities (as defined in the Global Settlement Agreement), the FDIC Receiver and FDIC
Corporate will (i) waive any and all Claims, rights and liabilities with respect to the funds, in excess of $4
billion, in the Disputed Accounts, and (ii) take such actions, if any, as may be reasonably requested by
WMI, including, without limitation, filing with the Bankruptcy Court such notices or pleadings setting
forth the waiver of any and all interests in the Disputed Accounts. The FDIC Receiver and FDIC
Corporate will waive and release any and all interest in and any and all rights to seize or set off against
the Disputed Accounts and any funds contained therein in accordance with Section 9.5 of the Purchase
and Assumption Agreement including, without limitation, by withdrawing with prejudice the motion filed
by the FDIC Receiver seeking relief from the automatic stay imposed by section 362 of the Bankruptcy
Code to permit the FDIC Receiver to exercise its purported contractual right, pursuant to the Purchase and
Assumption Agreement, to direct JPMC to transfer the funds on deposit in the Disputed Accounts to the
FDIC Receiver (the “FDIC Stay Relief Motion”). JPMC will pay to WMI or such other of the WMI
Entities (as defined in the Global Settlement Agreement) as WMI will designate, the amounts contained
in the Disputed Accounts as of the effective date of the Global Settlement Agreement, net of eighty
percent (80%) of the amounts received by WMI during the period from the Petition Date up to and
including the date of the Global Settlement Agreement attributable to refunds of taxes deposited in the
Disputed Accounts (including the interest component of any such refunds and interest, if any, earned
thereon), free and clear of all liens, Claims, interests and encumbrances of any Person. In addition, JPMC, as successor to WMB, will (i) release any security interest in or lien
upon that certain administrative account, having a balance, as of the Petition Date, in the approximate
amount of $52.6 million (the “Admin Account”) and the monies contained therein and (ii) release and
US_ACTIVE:\43837453\26\79831.0003 92
otherwise transfer the Admin Account and the funds contained therein in accordance with the direction of
WMI.
(
Pursuant to the Global Settlement Agreement, and as more fully set forth therein
(a) JPMC or its designee will be deemed to be the sole legal, equitable and beneficial owner of the Trust
Preferred Securities, (b) the WMI Entities will be deemed to have sold, transferred, and assigned any and
all right, title and interest the WMI Entities may have or may ever have had in the Trust Preferred
Securities, (c) any obligation of WMI to transfer the Trust Preferred Securities to WMB, including in
accordance with that certain Assignment Agreement will be deemed to have been fully satisfied by the
contribution to WMB of the Trust Preferred Securities as of September 25, 2008 and thereafter sold and
transferred to JPMC in accordance with the Purchase and Assumption Agreement, and (d) all Claims
against the Debtors, the WMI Entities, the JPMC Acquisition Entities, the FDIC Receiver, or FDIC
Corporate with respect to the Trust Preferred Securities will be released and withdrawn, with prejudice.
49 As previously stated, the Trust Preferred Securities had a liquidation preference of $4 billion. Thus, every $1,000
of principal amount of REIT Series is equal to one (1) depositary share. Every $1,000,000 of principal amount of
REIT Series is equal to one (1) share of WMI’s preferred stock.
(iii) Transfer of Assets to JPMC (MEANING SOLD LOL)
Pursuant to the Global Settlement Agreement, WMI, WMI Investment, Ahmanson
Obligation Company, H.S. Loan Corporation, WAMU 1031 Exchange, WMMRC, WM Citation
Holdings, LLC, WMI Rainier LLC and Washington Mutual Capital Trust 2001 (collectively, the “WMI
Entities”), the FDIC Receiver and the Receivership, will sell, transfer, and assign (or cause to be sold,
transferred or assigned) to the JPMC Entities, and the JPMC Entities will acquire, pursuant to the Seventh
Amended Plan and sections 363 and 365 of the Bankruptcy Code, free and clear of all liens, Claims and
encumbrances, or otherwise waive and relinquish any and all right, title and interest any of the WMI
Entities, the FDIC Receiver and the Receivership may have in the following assets, each of which is
described in detail herein: (i) the Trust Preferred Securities, (ii) the Washington Mutual, Inc. Flexible
Benefits Plan (the “Medical Plan”) and any checks made out to or received by WMI or otherwise for the
benefit of the Medical Plan including pharmacy rebates in connection with contracts associated with the
Medical Plan which includes uncashed checks in an amount equal to the pharmacy rebates received by the
WMI Entities from and after the Petition Date currently estimated to be approximately $776,000, (iii)
those certain JPMC Rabbi Trusts, set forth in the Global Settlement Agreement and the Seventh Amended
Plan, and certain JPMC Policies (i.e., BOLI/COLI policies and the proceeds thereof), as identified in the
Global Settlement Agreement and as defined in the Seventh Amended Plan, (iv) the two defined benefit
plans sponsored by WMI, the WaMu Pension Plan (the “WaMu Pension Plan”) and the Retirement
Income Plan for the Salaried Employees of Lakeview Savings Bank (the “Lakeview Pension Plan” and,
together, the “Pension Plans”) and all of WMI’s interest in the assets contained in any Pension Planrelated
trusts or assets that are otherwise associated with such plans (subject to the correction and
satisfaction of certain potential defects and remediation obligations, as set forth in the Global Settlement
Agreement), (v) the proceeds of litigation commenced by Anchor Savings Bank FSB, described herein,
(vi) the Visa Shares and the VISA Strategic Agreement (as defined in the Global Settlement Agreement),
(vii) certain intellectual property identified in the Global Settlement Agreement and as described below,
(viii) WMI Investment’s indirect membership interest in a portfolio holding company, JPMC Wind
Investment Portfolio LLC, which owns an Equity Interest in certain wind investment projects, discussed
below, (ix) certain bonds issued by certain insurance or bonding companies on behalf of WMB and FSB,
pursuant to that certain general agreement of indemnity, dated as of June 14, 1999, executed and
delivered by WMI, and (x) certain Tax Refunds (as discussed herein and as set forth in Section 2.4 of the
Global Settlement Agreement), in each case, free and clear of all liens, Claims, interests and
encumbrances, except for any Claim that is an Allowed JPMC Assumed Liability.
(iv)
(iv) Transfer of Assets to the Debtors
The Global Settlement Agreement provides that the JPMC Entities will sell, transfer, and
assign to the WMI Entities, and the WMI Entities will acquire, pursuant to the Seventh Amended Plan
and sections 363 and 365 of the Bankruptcy Code, any and all right, title and interest any of the JPMC
Entities may have in (i) certain rabbi trusts and certain BOLI-COLI policies and the proceeds thereof,
identified in the Global Settlement Agreement, (ii) the stock of H.S. Loan Corporation, 98.67% of which
is owned by WMI and 1.33% of which is owned by WMB, (iii) the WMI Intellectual Property (as defined
in the Global Settlement Agreement), and (iv) WMI’s portion of the Tax Refunds, as set forth herein and
in Section 2.4 of the Global Settlement Agreement, in each case, free and clear of all liens, claims,
interests and encumbrances of any entity.
(v) Additional Consideration to the Debtors
As additional consideration for the asset sale and compromise and settlement embodied
in the Global Settlement Agreement, and as further consideration for the releases and other benefits
provided to JPMC pursuant to the Seventh Amended Plan, the parties have agreed that (i) JPMC will pay
WMI $25 million for WMI’s 3.147 million Class B shares of Visa Inc., WMI will retain all dividends
with respect thereto received prior to the effective date of the Global Settlement Agreement, and JPMC
will assume liabilities of the WMI Entities relating to that certain “Interchange” litigation (described in
Section V.B.6.i below), as set forth in the Global Settlement Agreement; (ii) JPMC will (a) assume all
obligations of WMB, WMB’s subsidiaries or JPMC to subsidiaries of WMI pursuant to certain
intercompany notes, resulting in a net amount of approximately $180 million of principal and interest
which will be paid by JPMC to WMI, (b) JPMC, the FDIC Receiver and WMI will waive all remaining
intercompany claims, resulting in a net amount of approximately $9 million of WMI receivables that
WMI has agreed to waive, and (c) each of JPMC and the FDIC Receiver will waive their Claims against
WMI, which total approximately $274 million, regarding certain disputed liabilities related to the funding
of the WaMu Pension Plan; (iii) JPMC will cause its affiliates to continue providing loan servicing with
respect to certain mortgage loans owned by the Debtors or their affiliates and the remittal of checks and
payments received in connection therewith; (iv) JPMC will (a) assume any and all liabilities and
obligations of the WMI Entities for remediation or clean-up costs and expenses, in excess of applicable
and available insurance, arising from or relating to that certain litigation styled California Dept. of Toxic
Substances Control, et al. v. American Honda Motor Co., Inc., et al., No. CV05-7746 CAS (JWJ),
currently pending in the United States District Court for the Central District of California (the “BKK
Litigation”), and certain agreements related thereto (the “BKK Liabilities”), (b) pay or fund the payment
of BKK Liabilities to the extent such liabilities are not covered by applicable insurance policies, (c)
defend the Debtors against and reimburse the Debtors for any distribution which the Debtors become
obligated to make on account of remediation or clean-up costs and expenses not otherwise covered by the
BKK-Related Policies (as defined in the Global Settlement Agreement) and/or reimbursed by the BKKRelated
Carriers (as defined in the Global Settlement Agreement), and (d) indemnify (subject to certain
limitations with respect to WMI Rainier LLC) the WMI Entities for the BKK Liabilities to the extent that
such liabilities are not covered by applicable insurance policies; provided, however, that nothing in the
Seventh Amended Plan or the Confirmation Order is intended to, nor shall it, release any non-Debtor or
non-Debtor Entity that may be a Released Party or a Related Person, in connection with any legal action
or Claim brought by CDTSC or the BKK Group relating to the BKK Site that is the subject of the BKK
Litigation; (v) JPMC will assume the JPMC Assumed Liabilities (as defined the Seventh Amended Plan),
namely certain liabilities in connection with the assets it receives pursuant to the Global Settlement
Agreement and, on or after the Effective Date of the Seventh Amended Plan, JPMC will pay or fund the
payment of certain Allowed Claims arising from or relating to such liabilities (defined as Allowed JPMC
Assumed Liability Claims in the Seventh Amended Plan); (vi) the JPMC Entities, the FDIC Receiver and
FDIC Corporate (as applicable) will be deemed to have waived and released any and all rights and claims
relating to any claims or causes of action associated with the American Savings Litigation, including
rights and claims to the Registry Funds and the American Savings Escrow (discussed below); (vii) JPMC
has agreed to (a) pay or otherwise satisfy any proofs of claim filed against the Debtors by vendors with
respect to services, software licenses, or goods provided to WMB and its subsidiaries (whether prior or
subsequent to JPMC’s acquisition of the assets of WMB) pursuant to contracts between WMB and/or one
or more of its subsidiaries and such vendors (to the extent such portion of any such Claim becomes an
Allowed Claim and to the extent payable, in whole or in part, by the Debtors), (b) pay to WMI $50
million, which funds will be deposited into an escrow account to be used by the Debtors for the
satisfaction of Claims against WMI by vendors with respect to services, software licenses or goods
asserted to have been provided by the counterparties to or for the benefit of WMB or its subsidiaries prior
to the Petition Date pursuant to agreements between WMI and such vendors to the extent such portion of
any such Claim becomes an Allowed Claim and to the extent payable, in whole or in part, by the Debtors
(the “Vendor Escrow”), and (c) to the extent that any funds remain in escrow following (1) the payment
or satisfaction of all WMI Vendor Claims (including, without limitation, the withdrawal, with prejudice,
of all related proofs of Claim) and (2) the payment of all fees and expenses associated with such escrow,
such excess funds will be distributed equally to WMI and JPMC. The Debtors reviewed all WMI Vendor
Claims and estimate that the aggregate amount of all WMI Vendor
WM Citation Holdings, LLC Balance Sheet
(Unaudited)
October 31, 2011
ASSETS
Cash $ 2 ,030,163.64
Other Assets
Investment in Subsidiaries 2 3,930,026.18
Intercompany Notes -- WMI 1 14,473,051.68
Intercompany Notes -- WMB and Subs 9 8,720,488.36
Total Other Assets
TOTAL ASSETS 2 39,153,729.86
LIABILITIES & EQUITY
Liabilities
Accounts Payable -
Taxes Pay / (Rec) and Deferreds -- Intercompany 1 2,209,467.42
Payroll & Benefits Accruals 8 43,854.00
Other Accrued Liabilities 4 9,803.38
Total Liabilities 1 3,103,124.80
Total Equity 2 26,050,605.06
TOTAL LIABILITIES & EQUITY $ 2 39,153,729.86
NOTES:
(1) Investment in HS Loan Corporation. Balance is eliminated in consolidation.
(2) Per the Seventh Amended Plan, all intercompany balances within
WMI and its non-banking subsidiaries will be extinguished.
(3) Per the Global Settlement Agreement, JPMC will pay WMI for notes receivable
from WMB and subs.
(4) All tax balances represent intercompany balances with WMI per the tax sharing
agreement. However, prior to the seizure, balances had not been reconciled on an
individual company basis. Current balances represent the balances as of 9/26/2008.
No adjustments have been made to the balances since the seizure awaiting final
determination of the rights of ownership and the correct amounts. Per the
Global Settlement Agreement, net tax refunds for WMI and its non-banking subsidiaries
will be paid to WMI based on the agreed upon -percentages. Further, the Seventh
Amended Plan provides that all intercompany balances will be extinguished as of the
Effective Date.
(5) Represents post-retirement medical benefits recorded on WMI-non-banking subsidiaries
as of 9/26/08. Per the Global Settlement Agreement, JPMC is assuming this
Plan.
I know it looks like gibberish but im just try to bring highlights.
the only what to know whats going on in a book is to read right?
so you gotta just read the entire thing plain and simple to see the hidden assets.
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