yo ron..... here is the actual numbers regarding pre petition, and post petition dates of WAMU/WMI assets....... pages 51 thru 59......your numbers are no where near what the official document says.... read it....also, it the text it says WMIIC was dissolved of all assets, and they were placed in the WMIL-T for disbursement to creditors in the chapter 11, then subsequently shut down...WMIIC did NOT HOLD ALL THE ASSETS THAT YOU SUGGEST..... Lodas
IV.
OVERVIEW OF THE DEBTORS’ OPERATIONS
A.
The Debtors’ Corporate History and Past and Current Organizational Structure and Assets
1.
Overview
WMI is a holding company incorporated in the State of Washington and headquartered at 925 Fourth Avenue, Suite 2500, Seattle, Washington 98104.34 WMI is the direct parent of WMI Investment (discussed below).
Prior to the Petition Date, WMI was a multiple savings and loan holding company that owned WMB and such bank’s subsidiaries, including FSB. WMB primarily provided banking services to consumers and small businesses in major U.S. markets. WMI was the largest savings and loan holding company and WMB, together with its subsidiaries, was the seventh largest U.S.-based bank. As of the Petition Date, WMI also had several non-debtor subsidiaries. Like all savings and loan holding companies, prior to the Petition Date, WMI was subject to regulation by the OTS. WMB and FSB, in turn, like all depository institutions with federal thrift charters, were subject to regulation and examination by the OTS. In addition, WMI’s banking and non-banking subsidiaries were overseen by various federal and state authorities, including the FDIC.
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33 Some of the Section 41.18 Professionals have not provided current accountings of fees and expenses.
34 The Debtors anticipate relocating to 1201 Third Avenue, Suite 3000, Seattle, Washington 98101 by the end of January 2012.
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On September 25, 2008, the OTS, by order number 2008-36, closed WMB, appointed the FDIC Receiver as receiver for WMB and advised that the FDIC Receiver was immediately taking possession of WMB’s assets. Immediately after its appointment as receiver, the FDIC sold substantially all the assets of WMB, including the stock of FSB, to JPMC pursuant to the Purchase and Assumption Agreement in exchange for payment of $1.88 billion and the assumption of all of WMB’s deposit liabilities, including those deposit liabilities owed to the Debtors. Shortly thereafter, JPMC assumed all of FSB’s deposit liabilities by merging FSB with its own banking operations.
Prior to the Receivership, WMI’s equity securities were registered with the United States Securities and Exchange Commission (the “SEC”) and were traded on the New York Stock Exchange (NYSE) under the symbol “WM.” Accordingly, WMI was subject to the informational disclosure requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and filed annual, quarterly and current reports and other information with the SEC. WMI has adopted so-called “modified Exchange Act reporting” under the SEC Staff’s Legal Bulletin No. 2 and, accordingly, no longer files Form 10-Q and 10-K reports. Instead, WMI files its monthly operating reports (the “MORs”) with the Bankruptcy Court and furnishes the MORs to the SEC under cover of Form 8-K. WMI also files 8-K reports as necessary to report “line items” and material developments concerning WMI and WMI’s chapter 11 case.
2.
List of WMI’s Current Directors
As set forth in WMI’s public filings with the SEC, available at www.sec.gov, WMI’s current directors are Stephen E. Frank, Alan Fishman, Margaret Osmer McQuade, Phillip Matthews, Regina T. Montoya, Michael K. Murphy, William G. Reed, Jr., Orin Smith, and James H. Stever.
3.
WMI’s Consolidated Corporate Organizational Structure
On the Petition Date, in addition to WMB,35 WMI owned, directly and indirectly, thirty-three (33) subsidiaries (the “Non-Banking Subsidiaries”). For the avoidance of doubt, Second and Union LLC is not now and has never been an asset of the Debtors’ estates. (See Debtor’s Response to the Letter of Joe Schorp Requesting Information Regarding Second and Union LLC [D.I. 6811].) A complete list of the Non-Banking Subsidiaries, as well as information regarding their organizational relationships, financial information and a summary of their respective operations, is set forth below. During the pendency of the Chapter 11 Cases, in addition to monetizing assets at such Non-Banking Subsidiaries, the Debtors have undertaken three corporate reorganizations in order to consolidate WMI’s corporate structure. Upon completion of each of these reorganizations, available cash has been either distributed to WMI in accordance with applicable law or paid to WMI in satisfaction of an intercompany obligation. After giving effect to these reorganizations, WMI owned (and continues to own) seven directly-owned Non-Banking Subsidiaries. Below are visual representations of WMI’s corporate organizational chart (i) prior to the FDIC Receiver’s seizure of all of WMB’s assets on September 25, 2008 and JPMC’s purchase, pursuant to the Purchase and Assumption Agreement, of substantially all of such assets (including FSB and all other subsidiaries owned, directly and indirectly, by WMB), (ii) as of the Petition Date, and (iii) as of the date of the filing of this Disclosure Statement.
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35 Although, as of the date hereof, WMB remains a subsidiary of WMI, the FDIC seized all of WMB’s assets on September 25, 2008, including all of WMB’s subsidiaries, and sold substantially all of WMB’s assets to JPMC pursuant to the Purchase and Assumption Agreement. Accordingly, none of WMB’s subsidiaries are considered subsidiaries of WMI.
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a.
WMI and WMB Combined Organizational Chart Prior to FDIC Seizure36
The organizational chart on the following page reflects the combined WMI and WMB structure prior to the FDIC seizure and JPMC’s acquisition of WMB’s assets.
[AREA INTENTIONALLY LEFT BLANK]
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36 The Non-Banking Subsidiaries are denoted in blue; WMB’s direct and indirect subsidiaries are denoted in green; Subsidiaries are indented to the right underneath the parent, colored arrows to the left of a company box indicate a multiple parent relationship and colored arrows to the right of a company box indicate a subsidiary interest in another subsidiary.
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55
b.
WMI Organizational Chart as of Petition Date37
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.
[AREA INTENTIONALLY LEFT BLANK]
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37 Subsidiaries are indented to the right underneath the parent, colored arrows to the left of a company box indicate a multiple parent relationship, and colored arrows to the right of a company box indicate a subsidiary interest in another subsidiary.
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c.
WMI Current Organizational Chart38
The organizational chart below reflects the remaining seven Non-Banking Subsidiaries, after the three corporate reorganizations, owned by WMI as of the date of the filing of this Disclosure Statement.
4.
Analysis of Subsidiary Equity
The following chart lists the Non-Banking Subsidiaries owned by WMI as of the Petition Date, a summary in the change in equity value at those subsidiaries from the Petition Date, September 26, 2008, through to, and including, October 31, 2011, and WMI’s estimate of the current market value of
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38 Colored arrows to the left of a company box indicate a multiple parent relationship and colored arrows to the right of a company box indicate a subsidiary interest in another subsidiary.
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assets remaining in each remaining Non-Banking Subsidiary.39 This summary is further supplemented by (i) a reconciliation of the change in equity, (ii) background information for all Non-Banking Subsidiaries, and (iii) balance sheets for Non-Banking Subsidiaries as of October 31, 2011, each of which are set forth in the following sections. It should be noted that the financial information referenced in (iii) is not included for WMI Investment or WMMRC, as adequate information on this has been previously provided elsewhere in this Disclosure Statement or in the Debtors’ MORs.
[AREA INTENTIONALLY LEFT BLANK]
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39 Of WMI’s seven remaining Non-Banking Subsidiaries, WMMRC, which is currently operating on a run-off basis, WMMRC is the only Non-Banking Subsidiary with ongoing operations. Refer to Articles IV.A.6, VII, and VIII of this Disclosure Statement for additional information regarding WMMRC. After the Effective Date, WMMRC will be Reorganized WMI’s sole operating entity. Pursuant to the September Opinion, the Bankruptcy Court determined, based upon the evidence presented at the July Confirmation Hearing, that the enterprise value of Reorganized WMI is $210 million. For each of the Non-Banking Subsidiaries other than WMMRC, the market value stated is a sum of, where applicable, (i) cash, (ii) notes receivable being paid by JPMC, carried at current market value, and (iii) in some cases, certain other de minimis assets and liabilities, less certain disbursements for expenses related to mergers with other Non-Banking Subsidiaries or dissolution, as applicable. The principal difference between the book value and the stated market value results from the fact that intercompany balances do not represent additional value to the Debtors’ estates.
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