Replies to post #504271 on Mr Cooper Group Inc fka COOP

[LuckyPanda]

Thank you CBA09 for the clear and concise answer.

One more question, can WMILT hold the distribution from the trusts once DB releases the funds from the probate without passing it on immediately to the escrow markers? Is there a legal means for WMILT to treat the returning safe harbor assets as property of the bankruptcy estate and be able to hold it without passing it through immediately to the escrow markers?

I guess my question is, can we expect more delays from WMILT or the bankruptcy court if DB start releasing the funds in January?

[clawmann]

CBA09:

Thank you for that post. It is largely consistent with my thinking.

However, I would like your thoughts on this: If there are agreements that are within the scope of the safe harbor, they are beyond the automatic stay and the trustee's avoidance powers.

However, if - as a consequence of the WMI's or WMIIC's residual interests in those agreements - funds are eventually paid to WMI or WMIIC, then I would think that those funds become part of the debtors' estates and would be governed by POR7. I.e. they go into the LT and are to be distributed as required by POR7 and the agreement governing the LT: 75/25 to the holders of equity escrow markers after all creditors - including Piers - are paid.

[hotmeat]

As you stated, WMI owns it's assets and legal title to assets of it's Subs, whether they are bankruptcy or Safe Harbor.

Ques: Would the WMILT, as the successor in interest of WMI be responsible for the accumulation and disposition of Safe Harbor assets to our Escrows once they are returned?




Quote..."Since our Safe Harbor Assets are outside the bankruptcy estate, those captured within SPE/Trusts will follow each respective Pooling & Service Agreement (PSA) provisions. Generally, it's Parent that receives cash flows of residuals."

Ques: Would the provisions in these PSA's re Safe Harbor assets be affected at all by.....

(i) WMI, as the sole beneficiary of Estate assets, no longer being in existence and now represented by the WMILT..ie is the transfer of those rights to the LT automatic.

(ii) WMIH not being in existence at the time of the PSA being consummated even while now owning 100% of WMIIC's Equity.


As always your input will be appreciated.

[Split T]

Kudos to Lucky Panda for asking these very relevant questions questions, and CBA09 for answering them. Pay Particular attention to CBA09 Comments (1) and (2) as he certainly answers the 75/25 ISSUES THAT HAVE PLAGUED INVESTORS AND I WILL NOT COMMENT AS IT IS CRYSTAL CLEAR TO ME WHAT HE ACTUALLY STATES.

I trust that this will play out between now and the 1st of April, 2019 and hopefully, shorty after the first of the year which seems more logical.


Questions Asked by Lucky Panda of CBA09

LuckyPanda post# 503177

Ref: CBA09, if safe harbor rules protect the assets to pre-bankruptcy ownership then its distribution should not apply to POR7. Does that mean escrow markers are moot? Will all Wamu shareholders receive a distribution including the non-releasing ones? Thanks in advance for your input. I have been wondering about this for some time.

Comment:
Liquidation of assets involves two distinct assets:

1) Property of the Bankruptcy Estate - (Por7 applies).

2) Non-Property of the Bankruptcy Estate - Safe Harbor Assets ( regular bankruptcy code procedures / priority apply).

While the above two are distinct in nature "ALL" residual interest will go to Escrow Markers. So, no, not moot. Escrow Markers are the legacy shareholders. Thereby, have final legal standing and in turn sole contractual rights / title in residual interest.

Ownership Chain -
WMI owns the assets of WMI and in turn has legal title to all the assets of it's subsidiaries. Shareholders of WMI have legal title to all the assets of WMI. All assets that end up in WMI thru it's subsidiaries are thereby assets that WMI shareholders have legal contractual rights.

Por7, thru its declarations, have addressed the distribution of liquidated Bankruptcy Estate Assets. All residual interest of estate assets will go to Escrow Markers per the 75 % / 25 % allocation.

Since our Safe Harbor Assets are outside the bankruptcy estate, those captured within SPE/Trusts will follow each respective Pooling & Service Agreement (PSA) provisions. Generally, it's Parent that receives cash flows of residuals. Note, SPE# 1 create the SPE# 2 /Trusts, SPE 1 are many times direct subsidiaries of the Parent. And, SPE # 1's have a great deal of involvement in residual interest of SPE # 2 / Trusts.

In a solvent entity shareholders cannot force a distribution. A Corporation, thru it's board, has to declare a distribution of it's profit before shareholders are to receive any distribution in the form of dividends.

PSA are compelling and indivisible - only one end stop - Escrow Markers.