Replies to post #549700 on Mr Cooper Group Inc fka COOP

[JusticeWillWin]

The difference here is the WMCT 2001 is NOT asset-less IMO. From the Disclosure Statement page 78 (there are many other pages referencing the WMCT, search for WMCT an "washington mutual capital trust" as well)

http://www.kccllc.net/wamu/document/0812229111212000000000005

[color=red]In accordance with that certain Amended and Restated Declaration of Trust, dated as of April 30, 2001, WMI, as sponsor, established Washington Mutual Capital Trust 2001 (“WMCT 2001”) to issue Trust Preferred Income Equity Redeemable Securities SM (the “PIERS Units”) to investors. WMCT 2001 is a statutory business trust created under the Delaware Business Trust Act and, as of the date hereof, continues to exist as an independent separate entity, duly formed and in good standing. WMI owns the common securities (the “PIERS Common Securities”) of such trust. As discussed below, WMI’s primary role in the transaction was to issue the Junior Subordinated Debentures (defined below), which comprised the sole assets of WMCT 2001. At issuance, and all times thereafter, these Junior Subordinated Debentures have, for all purposes, been treated as and reported as debt.[/color]

Also have a look at the image on page 79!!!

Your post:

This appears to be the same situation as with WMIIC where the much referenced asset-less shell in which WMIH owned 100% equity was dissolved.

I don't see how any WMCT 2001 assets would be transferred to WMIH when ALL of WMIIC's assets were also transferred to the WMILT on the ED and the empty shell to went to WMIH.


None of the assets of entities assumed by WMIH were transferred to WMIH except for the remnants of WMMRC's run-off portfolio, the vast majority of which belonged to the WMILT.

[JusticeWillWin]

WMCT 2001 is none of the 33 non-banking subs. You cannot compare WMCT2001 to any of the other 33 non-banking WMI subs, especially WMIIC.

WMCT2001 is something special, the exception. It is NO WMI entity as you mentioned below! It is an independent trust, which continued to exist/function, and which shall be dissolved by the Reorganized WMI (=COOP) (see my previous posts) IMO

Also from the Disclosure Statement:

http://www.kccllc.net/wamu/document/0812229111212000000000005

Page 53:

WMB’s banking operations and its subsidiaries (including FSB) were seized by the FDIC Receiver and then acquired by JPMC on September 25, 2008 pursuant to the Purchase and Assumption Agreement. The organizational chart below reflects WMI and the 33 Non-Banking Subsidiaries as of the Petition Date, September 26, 2008. It should be noted that the Washington Mutual Capital Trust 2001 is a trust related to the PIERS Units (defined below), further described in Section IV.B.5 of this Disclosure Statement, and is not considered one of the 33 Non-Banking Subsidiaries.

Your post:

This appears to be the same situation as with WMIIC where the much referenced asset-less shell in which WMIH owned 100% equity was dissolved.

I don't see how any WMCT 2001 assets would be transferred to WMIH when ALL of WMIIC's assets were also transferred to the WMILT on the ED and the empty shell to went to WMIH.


None of the assets of entities assumed by WMIH were transferred to WMIH except for the remnants of WMMRC's run-off portfolio, the vast majority of which belonged to the WMILT.



EDIT: Note all the transferred entities are shell companies with no assets. The assets of WMIIC and the run-off portfolio went to the WMILT and WMB's assets to JPM and the FDIC.


"1.192 Reorganized WMI: WMI, on and after the Effective Date, which shall include One Hundred Percent (100%) of the equity interests of WMI Investment, WMMRC and, subject to the abandonment of the equity interests of WMB, WMB."

[JusticeWillWin]

Another important thing from the POR7:

We often discussed the Liquidating Trust Assets and the intercompany claims (you mentioned it in https://investorshub.advfn.com/boards/read_msg.aspx?message_id=145279826) on POR page 17:

1.140 Liquidating Trust Assets: From and after the Effective Date, all Assets of the Debtors (including, without limitation, certain Plan Contribution Assets and such Runoff Notes which are either (a) not distributed on the Effective Date or (b) placed into the Liquidating Trust Claims Reserve) except
(i)
[...]
(iv) Creditor Cash on the Effective Date and the equity interests in each of WMI Investment (all the assets of which, for the avoidance of doubt, shall be contributed to the Liquidating Trust, including any Intercompany Claims), WMMRC and WMB.

But how are Intercompany Claims (that went to the WMILT) defined?

Also from the POR, page 15:

1.118 Intercompany Claim: A Claim against any of the WMI Entities held by another of the WMI Entities; provided, however, that “Intercompany Claim” does not include any PIERS Claim.

And what is a PIERS Claim?

POR, page 19:

1.158 PIERS Claim: An Unsecured Claim arising from or related to the PIERS Trust Agreement, the PIERS Guarantee Agreement and the Junior Subordinated Notes Indenture, on account of the PIERS Common Securities or the PIERS Preferred Securities.

And what is the PIERS Trust Agreement? Page 20:

PIERS Trust Agreement: That certain Amended and Restated Declaration of Trust, Washington Mutual Capital Trust 2001, dated as of April 30, 2001.

So IMO no intercompany claims related to WMCT2001 went to the WMILT...

Your post:

This appears to be the same situation as with WMIIC where the much referenced asset-less shell in which WMIH owned 100% equity was dissolved.

I don't see how any WMCT 2001 assets would be transferred to WMIH when ALL of WMIIC's assets were also transferred to the WMILT on the ED and the empty shell to went to WMIH.


None of the assets of entities assumed by WMIH were transferred to WMIH except for the remnants of WMMRC's run-off portfolio, the vast majority of which belonged to the WMILT.



EDIT: Note all the transferred entities are shell companies with no assets. The assets of WMIIC and the run-off portfolio went to the WMILT and WMB's assets to JPM and the FDIC.


"1.192 Reorganized WMI: WMI, on and after the Effective Date, which shall include One Hundred Percent (100%) of the equity interests of WMI Investment, WMMRC and, subject to the abandonment of the equity interests of WMB, WMB."