Thus, pursuant to the Seventh Amended Plan, all Allowed Subordinated Claims must be satisfied in full prior to redistribution of Liquidating Trust Interests to holders of Equity Interests. The ultimate amount in which Subordinated Claims in Class 18 will be allowed is unknown and any estimate at the current time would be highly speculative. Claims that are or potentially will be classified in Class 18 include, among others, the following: Certain Claims filed by holders of WMB Notes. For example, pursuant to the Motion of Debtors for an Order Pursuant to Section 105(a) of the Bankruptcy Code and Bankruptcy Rule 9019, Approving Stipulation and Agreement by and Among the Debtors and the G&E Group, dated December 28, 2011 [D.I. 9279], the Debtors seek approval of a stipulation with certain holders of Misrepresentation Claims related to WMB Notes pursuant to which the Debtors have agreed that such holders will be deemed to hold Allowed Subordinated Claims in the amount of $15 million. (See Section V.B.5.g hereof.) The hearing on said motion is scheduled for January 19, 2012. Pursuant to the Motion of Debtors for an Order Pursuant to Section 105(a) of the Bankruptcy Code, Bankruptcy Rules 7023 and 9019, and Federal Rule of Civil Procedure 23(e), Approving Stipulation and Agreement Between the Debtors and Class Representatives of the LTW Holders Resolving Adversary Proceeding and
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the LTW Proofs of Claim [D.I. 9389], the Debtors seek approval of the LTW Stipulation (defined below) pursuant to which the Debtors have agreed that Dime Warrant holders will be deemed to hold, among other things, Allowed Subordinated Claims in the aggregate amount of $10 million. (See Section V.B.5.d hereof.) The hearing on said motion is scheduled for February 1, 2012.
Certain additional Claims either are or could be classified in Class 18, but are disputed on the basis of, among other things, validity, amount, and/or appropriate classification. For example, pursuant to that certain Stipulation Resolving Debtors’ Amended Thirty-Second Omnibus (Substantive) Objection With Respect to Claim Nos. 3812 and 2689 [D.I. 6068], dated November 23, 2010, by and among, among others, the Debtors and the Policeman’s Annuity and Benefit Fund of the City of Chicago (defined in Section V.B.6.g below as “Chicago PABF”) and Doral Bank Puerto Rico (defined below as “Doral Bank”), as lead plaintiffs, on behalf of a putative class, in the consolidated putative securities class action entitled Boilermakers National Annuity Trust Fund v. WAMU Mortgage Pass Through Certificates Series ARI, Case No. 09-0037 (MJP) (the “Boilermakers Plaintiffs”), the parties thereto agreed that certain Claims filed by and on behalf of the Boilermakers Plaintiffs would be withdrawn, without prejudice to the re-filing of such Claims in the event that a plan was filed that would provide recovery to holders of Allowed Subordinated Claims. Certain Boilermaker Plaintiffs argue that they are now permitted to refile their Claims because the Seventh Amended Plan provides for a conditional distribution to holders of Allowed Subordinated Claims. In the Boilermaker Plaintiffs’ objection to this Disclosure Statement [D.I. 9316], filed January 4, 2012, the Boilermaker Plaintiffs asserted that they are entitled to re-file their Claims as General Unsecured Claims rather than as Subordinated Claims. On January 10, 2012 the Boilermakers Plaintiffs submitted a new proof of Claim, asserted in the amount of “at least $273 million,” on behalf of the putative securities litigation class. The Debtors dispute this Claim, and, as of the date of this Disclosure Statement, no party has moved to estimate such Claim.
In addition, certain directors and officers filed indemnification Claims against the Debtors that the Debtors have objected to, arguing that such Claims should be disallowed and, in the alternative subordinated to Class 18. (See Debtors’ Sixtieth Omnibus Objection (Substantive) to Claims (Claim Nos. 2108, 2240, 2241, 2246, 2247, 2248, 2604, 2606, 2631, 2633, 2634, 2635, 2636, 2637, and 3242) [D.I. 5970], dated November 17, 2010.) In the context of the Estimation Motion (defined and discussed in Section V.B.5.h hereof), pursuant to which the Debtors have asserted that $0 should be reserved for said director and officer indemnification Claims, certain director and officer claimants have argued that at least $100 million must be reserved for such claims.
In addition, the Creditors’ Committee has filed a motion [D.I. 9301], in which the Debtors have joined [D.I. 9302], requesting that the Bankruptcy Court alter or amend its December 20, 2011 opinion and order, discussed in Section V.B.6.k hereof, ruling that the Debtors have not stated a basis for subordination of the Claim filed by Tranquility (defined below), which Claim was filed in the amount of approximately $49.6 million.
In addition, pursuant to the Order Approving Stipulation Between Claimants Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., and Morgan Stanley & Co., Inc., and the Debtors Resolving the Twenty-Ninth Omnibus Substantive Objection to Claims Pursuant to Section 510(b) of the Bankruptcy Code [D.I. 6687], dated February 4, 2011, the Bankruptcy Court approved a stipulation pursuant to which the Debtors agreed that certain underwriters’ Claims are classified in Class 18 as Subordinated Claims, but reserved the right to object to such Claims.
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