Replies to post #744491 on Fannie Mae-No Politics (FNMA)

[The Man With No Name]

How would a bankruptcy work? Since FnF have positive net worth I would imagine that bondholders would not be part of the process at all. They will be 100% money good no matter what happens.

My main questions are: can the juniors' contracts be bypassed if FnF continue in their current corporate forms (i.e. no newcos)? And can newcos be formed that inherit FnF's charters without running them through receivership?

I have been assuming that the juniors might be convinced to take a small to moderate haircut in order to actually unlock the value of their shares, but cannot be forced to take a large haircut. It's that assumption that I am trying to justify with these questions.

To your main questions....the only way the junior's contracts can be bypassed is with a bankruptcy re-org and the only way newcos can be formed is with a bankruptcy re-org.

How would a bankruptcy work? Well that's simple. Treasury would have all practical control because they own the senior impaired class and they have a controlling (blocking) position with the most junior class, AKA the commons. Therefore they can dictate pretty much anything within reason, only checked by a newco market valuation, because they can control the "cram down" provisions in the bankruptcy code.

With this in mind, the juniors would likely be offered one or more options...a conversion to commons; a haircut cash-out; possibly but not likely newco preferred shares. For those that don't take an offered deal, they will get whatever treasury dictates via the cram down provision of the BK code as determined by the plan of reorganization.

[clarencebeaks21]

“My main questions are: can the juniors' contracts be bypassed if FnF continue in their current corporate forms (i.e. no newcos)?”

Kthomp have you considered the doctrine of efficient breach? Just curious. In principle this can give a Board the leverage necessary to force a change in the par value. The action does not run afoul of the fiduciary duty of good faith & loyalty provided it is made in good faith and supported by economics.

So I don’t know that JPS could be bypassed entirely. I think to do that under this doctrine, the Board would need to show convincing justification in economic terms.