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BBANBOB

12/06/17 10:55 AM

#498936 RE: Large Green #498920

""""but they did tell you it had to do with a division of a public traded company but DID NOT say it WAS a DIVISION of a public traded company."""

They just didn't TELL US WHICH DIVISION OF WHICH COMPANY


Or how about this """PEOPLE THEY WILL BUY US AND THEY WILL BUY US WITH OUR OWN MONEY!"""

I will almost bet this was said at least 8 maybe even 9 years ago on the YAHOO BOARD

ReikoBlack

12/06/17 1:26 PM

#498954 RE: Large Green #498920

From the 2017 Annual Meeting of Stockholders June 1 Q & A

36:00
Frank [omitted]


[Q:] Last year when i was here you said you couldn’t tell us who the deal that fell through was with. Now, can you tell us this year? That’s question number one.

[A: Bill Gallagher] And, I know a lot of time has passed since then Frank but our policy is to not discuss transactions that we’ve worked on; we’ve signed confees. (sp)( –Bill spoke it as an abbreviation for confidentiality agreements) We’re looking at different companies all the time, so, we do not think that it’s in the Company’s interest to be talking about what we’ve looked at, what we didn’t do, because that can weigh in on things that we look at in the future. Broadly, it was a large commercial finance business. I’m comfortable telling you that.

[Q:] Last year i mentioned why you couldn’t handle trying to put together 3 deals at the same time in case one fell through. And, you said you couldn’t manage that. Now, as a good sales person why don’t you change your attitude and put yourself out there…’what are we about?’, ‘what do we have to offer?’. Just like an Initial Public Offering, put yourself out there and let the people come to you and then you cherry-pick what you want out of it. I mean, i’m looking at KKR, an investment firm here that does hundreds of deals. And, we can’t put together a deal? In, what? Two, three years?

[A: Bill Gallagher] In terms of size we certainly have considered smaller transactions over the past year. And, have taken the view that if we can find a good business that has a value of 200 to 250 million, that could be acceptable…assuming that it has a strong enough management team that they can grow the business, either organically or through acquisitions. A smaller deal is not going to add enough value to the Company so, we have not focused on transactions below that. The smaller ones we’ve looked at didn’t have a strong enough management team or the overall earnings were low enough, relative to the price and price talk of the business that it was not compelling for us. But, we certainly are open to smaller transactions if it’s a roll-up strategy. There is execution risk around that but with the right opportunity we would certainly be open to that.

In terms of KKR, as people have seen, they have executed transactions over the past year. They have a number of funds that they’re investing for. Some of these businesses they’re buying, they fit the funds. They may not fit us. The way they have managed this investment is they have a fiduciary duty to the funds. The funds do get the first opportunity to make an investment. But, a couple of the things they’ve done recently, in terms of USI, I think it would have been much larger than anything we could’ve afforded. It was multiple billions of dollars.

And, in Focus Financial, they had a partner that i think may have brought them in to the transaction. So, it was not an opportunity for us. So, obviously we’re always a little frustrated when we see that team executing fields. But, realistically, they were not a fit for us.

And, they continue to put a lot of time and effort into WMIH. They are looking for opportunities. We’ve been engaged in earnest in a number of different things over the past year. And, they do a considerable amount of work and they’re experts at it. Their analysis is first rate and without that work we wouldn’t have this keen of view into the opportunities and we also wouldn’t be able to see a lot of these opportunities. So, they are doing what we need to do. We just need to find the right business where we can like the price and agree on it.

[A: Second Person] I would just add a couple of things to Bill’s comments. One is it addresses one point you made about looking at multiple things. We’re regularly looking at more than one opportunity at the same time. So, we’re not doing this just serially. Now, obviously in situations you get a certain amount of traction and you become more deeply involved and it takes more resources and effort. In other situations you’re on a more preliminary basis but we are looking at multiple deals, simultaneously.

Secondly, and i think it addresses a question that was asked earlier. We’ve communicated our investment parameters to pretty much all of the major investment banks here in town. And, we regularly meet with them to talk through those parameters and get idea generation from those banks. And, they have been very forthcoming in approaching us with a list of opportunities that they think might be available or becoming available. And, then we go through a process of examining the parameters of those different opportunities;…the potential pricing, the industry, the stability, the earnings, the management team, and so forth to try to filter through to find which ones would make sense for us to spend time on.

We also look at things that are more than just the financial service industries. So, it’s a process where we are generating leads of beyond the KKR deal flow team. And, looking at those in partnership with KKR as well to try and find things that fit the parameters. We’ve not limited ourselves to any one channel for those opportunities.

[Q:] Ok, well i do agree with the…try to make an acquisition that fits our needs… and…a much larger acquisition than a smaller one at least, initially. I think it would be…would enhance the stock price going into another acquisition later on. I’m glad you brought up that you’re trying to get more leads generated because we need to think out of the box, here. Currently, the way we’ve been going…floundering around for the last couple of years just isn’t doing it. We need more input. Put yourself out there. Let people know what you have to offer, just like an IPO. Let them come to you. Generate more stream of people asking or calling you on the phone to find out what you’re about.

[A: Bill Gallagher] And, maybe, i know we’ve spent a lot of time on the issue but, Tagar,…if you’re on the line you may want to just add a couple of points on this since it is directly related to the work KKR does, here.

[A: Tagar Olson] Yeah, i would be happy to, Bill. First of all i want everyone to understand that KKR remains very committed to supporting WMIH and implementing it’s acquisition strategy. We invested, as you all know, more than 200 million dollars in this company. We’ve committed very significant resources on our side and partnering with Bill and Tom and the management team and the Board…to indentify and assist in the pursuit of an accretive acquisitions. And, fundamentally our view of WMIH as a valuable acquisition platform hasn’t changed since the time we made our initial investment.

So, our team at KKR has spent and will continue to spend meaningful time and effort in helping WMIH and it’s management team to find an attractive acquisition that can build value for all stakeholders. We…to answer the question around…obviously, we are investors who make acquisitions all the time. And, i know the Board is focused on finding the right acquisition for WMIH. I think the observation that ‘we need to find the right acquisition for this platform’ is the right, the correct observation. And, the reality is to fit that profile, obviously, we need to have the appropriate business that we all believe can create value over the long term, at the appropriate value, with the appropriate financial synergies; including tax attributes in a business that will ultimately be public. And, if you look at as an example many of the transactions that are done in the private equity industry, including transactions that KKR has done, generally speaking they’re businesses where they remain private and generally speaking, sellers who in many cases prefer to remain private…where there’s an element of leverage that’s employed that is probably higher than it is in a typical public company…and, where fundamentally the tax attributes are probably not a fit for the WMIH entity. Meaning, when you compound tax attributes that come with a lot of businesses with interest expense in a leverage buyout scenario you end up in many of those circumstances with businesses which just aren’t fundamentally paying many taxes in general.

So, I do think the specific nature of our collective acquisition vehicle with WMIH requires that we’re focused on the right types of businesses and I can assure you that we are getting out there, we are talking to everybody that we can…both sellers as well as intermediaries and others to find the right acquisition platform. And, we continue to be focused on doing that.

t1215, wrong, again and again, The monies that WMIH spent leading up to their emotional 8K filing on 10/13/2015 suggesting a failed deal...they never used that term failed, they never told you exactly what they were doing or buying but they did tell you it had to do with a division of a public traded company but DID NOT say it WAS a DIVISION of a public traded company.