WMIH + Cooper Info
Zitat investorwad:
We all pretty much know where WMIH stands at this point, but what is unknown is what we are going to buy. We know we raised just under $600M with the equity offering and that cost us about 2/3 of the company as we know it now. There will be some additional cash on the books with the KKR Warrant exercise and existing cash so I'll roughly estimate total to be around $750M. If someone knows the exact number, fine, but it's not critical for this.
So, did we really sell that much of the company for what appears to be a relatively small amount? Is that roughly $750M really all we have to buy a profitable business and finally start to monetize our massive NOL? Several here have had different theories that claim this simply cannot be the case, and I am really leaning in that direction because as several have pointed out, with "only" $750M, we'd be lucky to generate about $200M/year in EBIT and it's highly likely closer to half of that in reality. With so many shares outstanding, we may be sitting in the 2s for quite some time.
In other words, we appear to have given KKR a sweetheart deal, so what are they going to do to earn it and make money for themselves if indeed just buying a business for cash really won't get us very far?
The varying "kicker" theories I've noticed are (in no special order):
-The R theory suggests KKR is with us because they know R assets are coming and WMIH will play some profitable role in their management and/or liquidation.
-The debt/leverage BEFORE first acquisition theory suggests some entity, possibly KKR, will subscribe to substantial debt and WMIH will use it to buy something much more substantial than our existing cash possible could.
-The debt/leverage AFTER first acquisition theory suggests WMIH will leverage the first acquisition to invest in the business and/or make additional acquisitions. AKA, the baby-step theory.
-The dividend theory suggests that opposed to PPS appreciation as primary target, WMIH/KKR intend to declare regular dividends to disburse as much as possible to shareholders.
-The preferred theory suggests that as opposed to debt, WMIH's next substantial capital raise will be preferred.
-The up-listing theory (alone or in conjunction with other events) suggest that even without a significant "kicker", with just an acquisition and profit, up-listing will allow other potent entities to buy in on the open market and raise the PPS while awaiting further positive events.
-Any others?
So, yeah, being somewhat disappointed in what we seem to have "given away" and the cost to existing shareholders (and still confused as to why none of our BK partners helped capitalize WMIH), I too believe there may very well be some thus far undisclosed kicker that will make this all feel better and get the PPS moving in the right direction.
Anymore color/DD to add to any of these that make one more likely/plausible than others?
Edit: Forgot one:
-The nothing more is really going to happen theory suggests there is no "kicker" per se and with what WMIH has disclosed, this is all we get and the company through organic growth and solid management will increase value.
--------------------
Zitat jaysenese:
Some general observations / hypotheses:
1. Stock price has been flat at 2.15 x 2.20 for many weeks. I've never seen this with another company.
2. From this I infer that:
a. Stock is being held in this range by third party(s): it is not natural buying + selling or there would be more volatility.
b. From the disclosures in the January 5, 2015 paperwork we know that the conversion price is based on a rolling 20-day "average" price of the stock: since stock is now being neither driven higher or driven lower, but held in check, it seems like these third parties want the "average" price to be somewhere between $2.15 and $2.20 / share, or the stock would be moving in one direction or the other.
c. This makes me think that the next step in our deal is already locked down, and, whatever form it takes, a stock price between $2.15 and $2.20 is involved somehow.
3. If a deal has already been done, that would explain the recent lack of institutional activity. Volume has dropped sharply, although we had large institutional buyers (at least two different ones) in 4Q 2014. This leads me to believe that there are multiple parties to the next step in our deal, and these parties have all been given insider information that restricts their buying and selling in our stock. It makes no sense to me that volume would simply dry up in a deal so closely watched by so many big players.
4. If the deal has already been locked down, and if major institutional players are restricted from trading the stock due to their possession of inside information, then it seems like the next step will be a BIG step, not a little one. I believe that a 'little' step would have been announced and perhaps completed by now. The longer this drags out, the more convinced I am that the next step is a BIG one.
5. Still, it must be difficult to keep the stock price flat, and keep all particies compliant with NDA restrictions and trading restrictions, so I believe that there must be some "thing" that our dealmakers are waiting for. I have the sense that this "thing" must be something out of our control: if it was something within our control or sphere of knowledge (like, say, waiting for a specific date to arrive, such as March 20 2015 as some have speculated, then I don't think that the deal makers would have locked down the financing so far in advance.)
6. What might this "thing" be that the deal makers are waiting on? A couple of possibilities include:
a. A court's decision somewhere;
b. An FDIC-R decision;
c. An IRS decision.
To summarize: my (8-BALL) guess is that the next step will be:
1. A BIG deal that
2. Involves multiple insider parties and
3. Involves a court decision AND/OR an FDIC-R decision and/or an IRS decision and
4. Involves a very large amount of immediate debt, a massive leveraged buy-out, which is what KKR and Blackstone know so very well.
Bottom line: it's all good.
--------------------------------------------------
ZItatende
MfG.L:)
Promptübersetzung:
WMI Holdings Corp. (OTC: WMIH) ("WMI Holdings" oder die "Gesellschaft") hat heute bekannt gegeben, dass sein Verwaltungsrat vorgesehen die Jahresversammlung der Gesellschaft von Aktionären für 14:00 Uhr, Ostzeit, am 28. April 2015, an den Büros von Akin Gump Strauss Hauer & Feld LLP, Einem Bryant Park, dem Turm von Bank of America, New York, New York 10036-6745 hat.
Das Rekorddatum für Aktionäre, die berechtigt sind, an der Jahresversammlung zu stimmen, ist am 5. März 2015.
Weil die Gesellschaft das Datum seiner Jahresversammlung um mehr als 30 Tage seit der Jahresversammlung des letzten Jahres von Aktionären bewegt hat, haben sich die Termine für Vorlagen von Aktionärsvorschlägen in Zusammenhang mit der Jahresversammlung von den in der Proxybehauptung des letzten Jahres angegebenen Daten geändert.
Um für die Präsentation an der Jahresversammlung betrachtet zu werden, müssen Aktionärsvorschläge, die entsprechend der Regel 14a-8 auf das Wertpapierbörsengesetz von 1934, wie amendiert (das "Austauschgesetz") vorgelegt sind, an den Büros der Gesellschaft in 1201 die 3. Avenue, Gefolge 3000, Seattle, Washington 98101, nicht später erhalten werden als am 4. März 2015. Die rechtzeitige Vorlage eines Vorschlags bedeutet nicht, dass solcher Vorschlag in die Proxybehauptung der Gesellschaft eingeschlossen wird.
Ein Aktionär, der vorhat, einen Vorschlag an der Jahresversammlung, außer entsprechend der Regel 14a-8 auf das Austauschgesetz zu präsentieren, muss die Voraussetzungen erfüllen, die so in den Amendierten und Neu formulierten Statuten der Gesellschaft, wie amendiert, am 1. April 2013 einschließlich des Abschnitts 2.13 dargelegt sind, der verlangt, dass Aktionäre Benachrichtigung aller Vorschläge, Nominierungen für den Direktor und das andere Geschäft zu den Hauptexekutivbüros der Gesellschaft in diesem Umstand nicht später liefern als der Geschäftsschluss am zehnten Tag im Anschluss an den Tag, an dem die öffentliche Ankündigung des Datums solcher Sitzung zuerst gemacht wird (oder am 7. März 2015
Über WMI HoldingsWMI Holdings, früher Washington Mutual, Inc., besteht in erster Linie aus WM Mortgage Reinsurance Company, Inc. ("WMMRC"), einer ganz gehörigen Tochtergesellschaft der Gesellschaft, die in den Hawaiiinseln ansässig ist. Das primäre Geschäft der Gesellschaft ist ein Vermächtnisrückversicherungsgeschäft, das zurzeit in der Entscheidungslaufweise durch WMMRC bedient wird.
Die sichere Hafenbehauptung Auf das Streitigkeitsreformgesetz von U.S Private Securities 1995This Presseinformation enthält "vorausschauende Behauptungen" im Sinne des Streitigkeitsreformgesetzes von Private Securities von 1995, Abschnitts 27A des Wertpapiere-Gesetzes und Abschnitts 21E des Wertpapierbörsengesetzes von 1934, wie amendiert. Alle Behauptungen außer Behauptungen der historischen in diese Presseinformation eingeschlossenen Tatsache, die Tätigkeiten, Ereignisse, Bedingungen oder Entwicklungen richten, die wir erwarten, glauben oder sehen voraus wird oder kann in der Zukunft vorkommen sind vorausschauende Behauptungen. Vorausschauende Behauptungen geben unsere aktuellen Erwartungen und Vorsprünge in Zusammenhang mit unserer Finanzbedingung, Ergebnissen von Operationen, Plänen, Zielen, zukünftiger Leistung und Geschäft, und diese Behauptungen sind nicht Garantien der zukünftigen Leistung. Diese Behauptungen können durch die Tatsache identifiziert werden, dass sie sich ausschließlich auf historische oder aktuelle Tatsachen nicht beziehen. Vorausschauende Behauptungen können die Wörter einschließen "sehen voraus", "schätzen", "erwarten", "springen vor", "bestimmen", "planen", "glauben" "Strategie", "Zukunft", "Gelegenheit", "kann", "soll" "zu werden", "würde", "zu sein", "wird weitergehen", "wird wahrscheinlich", und ähnliche Ausdrücke resultieren. Solche vorausschauenden Behauptungen schließen Gefahren und Unklarheiten ein, die wirkliche Ereignisse, Ergebnisse oder Leistung veranlassen können, sich materiell von denjenigen zu unterscheiden, die durch solche Behauptungen angezeigt sind. Einige dieser Gefahren werden identifiziert und unter "Risikofaktoren" im neusten Jahresbericht der Gesellschaft über die Form 10-K, nachfolgende Vierteljährliche Berichte über die Form 10-Q, und der Aktuelle Bericht über die Form 8-k abgelegt am 19. Dezember 2014 besprochen. Diese Risikofaktoren werden wichtig sein, um in der Bestimmung zukünftiger Ergebnisse in Betracht zu ziehen, und sollten in ihrer Gesamtheit nachgeprüft werden. Diese vorausschauenden Behauptungen werden bona fide ausgedrückt, und wir glauben, dass es eine angemessene Basis für sie gibt. Jedoch kann es keine Versicherung geben, dass die Ereignisse, Ergebnisse oder in diesen vorausschauenden Behauptungen identifizierten Tendenzen vorkommen oder erreicht werden werden. Vorausschauende Behauptungen sprechen nur bezüglich des Datums, das sie gemacht werden, und wir uns nicht erbieten, jede vorausschauende Behauptung zu aktualisieren, außer, wie erforderlich, durch das Gesetz.
--------------------------------------------------
amerik. Meinungen:
Zitat boarddork:
I can't remember, who did Aking Rump, I mean Akin Gump represent during the BK? Was it the AAOC? Just curious as to the location of the meeting being at these offices. TIA
---------------------
Zitat Simonizer:
I was looking at the PR on Yahoo. This was at the bottom:
Contact
Andrew Siegel / Jed Repko / Aaron Palash
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
This is what it says on the website:
Company Overview
Joele Frank, Wilkinson Brimmer Katcher offers communications counsel and support services to the financial community, legal community, journalists, and opinion makers. It provides investor and corporate public relations, as well as corporate, transaction, and crisis communications services, including friendly transactions, contested transactions, initial public offerings/spin-offs, shareholder activism/proxy fights, management changes, bankruptcies/restructurings, earnings surprises/restatements, litigation support/regulatory actions/toxic torts, media outreach, corporate repositioning, earnings preparation, investor surveys, and shareholder and analyst targeting. The company was founded in 2000 and is based in New York, New York.
Same information was in the 1st PR and not sure if anyone here brought it up. Did we hire ourselves a PR firm?
--------------------
Zitat Inthemoney:
I would think a PR would be coming out shortly. Those of us who are not attending will have to vote in advance of the date, in order to do so we will have to receive materials indicating what exactly it is we will be voting for.
---------------------
Zitat azcowboy:
~ BINGO' ~ ( 8 ball' ... I say an 8-K from the Liquidating Trust is also coming' )
--------------------------------------------------
Zitatende
MfG.L:)
Zitat jaysenese:
I mentioned this in another thread yesterday: someone purchased the URL "http://www.wmih.com/" over the weekend. This URL had been for sale online for a quoted online price of over $4,000 for at least a 2 years, perhaps much longer.
Anyway, the information changed today at http://www.whois.com/: the OLD URL owner was in China: the NEW secret owner of "http://www.wmih.com/" shows registration in Grand Cayman. This new owner is one of those services that provides anonymity to URL registrars.
http://www.whois.com/whois/wmih.com
Domain Name: WMIH.COM
Updated Date: 2015-03-02-T19:22:31Z
Creation Date: 2006-02-16-T19:22:18Z
Registrar: UNIREGISTRAR CORP
Registrant Street: PO BOX 30485
Registrant City: SEVEN MILE BEACH
Registrant State/Province: GRAND CAYMAN
Registrant Postal Code: KY1-1202
Registrant Country: KY
--------------------
Zitat bgriffinokc:
Bonderman's stomping grounds as well as another or two of our hedge-fund partners. Remember the Meyer's booty.
--------------------
Zitat Kp4president:
Interesting that there was a meeting in the Caymans 2 weeks ago in which Bonderman was present:
GRAND CAYMAN, Cayman Islands--(BUSINESS WIRE)--The Cayman Alternative Investment Summit, an internationally recognised event bringing together the world’s leading institutional investors, will provide opportunities for attendees to learn from and network with global alternative investment leaders. The event takes place from 8:00 a.m. Thursday, February 12, to 6:30 p.m. Friday, February 13, at the Ritz-Carlton Grand Cayman, Cayman Islands.
“A New Vision for a New Age”
The third-annual event, titled “A New Vision for a New Age,” will highlight the core areas of change in alternatives and chart the progress over the rest of the decade. The summit is expected to attract 500-plus executives from prominent pension plans, endowments, family offices, hedge funds and more.
Keynote addressees will include: Governor Arnold Schwarzenegger; Sir Richard Branson of the Virgin Group; Nouriel Roubini of Roubini Global Economics; John Maudlin, the New York Times best-selling author; and Lord Michael Hastings, Vice President of UNICEF UK.
The summit will feature workshops, panel discussions and networking opportunities. Summit topics will address three critical areas including improving client expectations and deliverables, enhancing investment capabilities and promoting a better alignment of interests.
Speakers will include: Jim McCaughan, CEO of Principal Global Investors; Matt Botein, Global Head of Alternative Investments, BlackRock; David Bonderman, CEO of Texas Pacific Group; Mark W. Yusko, CEO of Morgan Creek; and Max Darnell, CIO, First Quadrant.
Early registration fees for the general public are $3,495 until December 12. View summit agenda.
WHAT:
Cayman Alternative Investment Summit, “A New Vision for a New Age”
WHEN:
February 12-13, 2015
WHERE:
Ritz-Carlton Grand Cayman, West Bay Rd, Cayman Islands
COST:
Before Friday, December 12, 2014: $3,495
After Friday, December 12, 2014: $3,995
--------------------
Zitat jaysenese:
I am going to go down the rabbit hole with this one...
UNDERSTAND that this domains registrar in Grand Cayman has registered 1000s and 1000s of URLs,
BUT
This URLs is registered to the same company AND was recently updated:
Domain Name: WMHDMODS.COM
Updated Date: 28-jan-2015
Creation Date: 05-jul-2012
Expiration Date: 05-jul-2016
======================
REMEMBER that all of this might have NOTHING AT ALL to do with our WMIH!
--------------------------------------------------
Zitatende
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=7034.msg93974#msg93974
ZItat Bobwatch:
Article: http://fortune.com/2015/03/02/...ses-6-5-billion-for-new-buyout-fund/
Exclusive: TPG raises $6.5 billion for new buyout fund
by Dan Primack @danprimack MARCH 2, 2015, 10:48 AM
David Bonderman, founding partner of TPG Capital
Private equity giant has plenty of money for new deals.
Private equity firm TPG Capital is expected to inform investors that it has held a first close of around $6.5 billion for its seventh flagship fund, Fortune has learned. Sources say that the close formally occurred after the close of business this past Friday.
The $6.5 billion includes both the rollover of interim bridge commitments TPG secured last year, plus part of a general partner commitment that ultimately could total $400 million. TPG continues to target a total of $8 billion, with a hard cap of $10 billion.
When the Texas-based firm began formal fundraising last October, there was a lot of speculation that it wouldn’t even approach its target. Performance for recent flagship funds had been depressed by large investment failures in companies like Energy Futures Holdings and Washington Mutual, and certain institutional investors had sworn off large-cap private equity funds in favor of small-cap and middle-market vehicles.
But, as we reported at the time, TPG’s returns had finally begin to improve and the firm further endeared itself to investors by covering their portion of a large legal settlement related to alleged private equity collusion. Through the end of Q3 2014, TPG’s fifth flagship fund was in the black with a 4.38% internal rate of return, while its sixth fund’s IRR was 11.7%.
TPG also is said to be nearing a large first close on its latest growth equity fund, which is targeting $3 billion.
A firm spokesman declined comment.
--------------------
Just a bit more...
http://www.caymansummit.com/wp-content/uploads/...-AgendaHighRes1.pdf
Bonderman Attended
February 12 – 13, 2015
The Ritz-Carlton, Grand Cayman
Seven Mile Beach, Grand Cayman, Cayman Islands
Note: Domain Name: WMIH.COM shows Registrant Street: PO BOX 30485
Registrant City: SEVEN MILE BEACH
Registrant State/Province: GRAND CAYMAN
2:20 – 3:00 PM DIRECT LENDING: THE NEXT GENERATION Ritz-Carlton Ballroom
Chair: Riddhi Barman, Managing Director, Co-Head Structured Solutions Group, North America, Deutsche Bank
Dev Gopalan, Director, KKR Credit Advisors (USA) LLCColin Nicholson, Partner, Alternative Investments, KPMG in the Cayman Islands
Shiloh Bates, Head of Structured Products, Business Development Corporation of America
http://www.kkr.com/our-firm/leadership/dev-gopalan
Dev Gopalan (New York) joined KKR in 2010 and is a Director of Credit. Mr. Gopalan serves as head of U.S. Private Credit. Previously, Mr. Gopalan worked at the Canada Pension Plan Investment Board as a principal in private investments and private debt. Prior to that, he worked for Barclays Capital, Goldman Sachs, and JPMorgan Chase in high yield capital markets as well as high yield/leverage loan research covering a variety of sectors. He currently sits on the board of directors of LCI Helicopters Limited and Battery Point Trust, LLC and serves on the limited partner advisory committee of Star Mountain Multi-Manager Credit Platform, LP. He has a M.A. in International Finance from Brandeis University and a B.S. from Georgetown University
--------------------------------------------------
Zitatende
MfG.L:)
Zitat Nightdaytrader9:
Thanks to CSNY for sending me this link. Note that I wasn't able to paste data into a nice table.. So I had to type most of it and thus, rounded off numbers and shortened ownership names. So format doesn't look good but the data is ..
ND9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Stock Ownership Table
The following table sets forth as of December 19, 2014 (or such later time as indicated in the footnotes to this table) certain information regarding the beneficial ownership of our common stock and preferred stock by each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our outstanding shares of common stock or preferred stock or other significant beneficial owner.
Series B
Common Preferred
Appaloosa Investment 4.4M 24K
Palomino Fund Ltd. 6.6M 24K
Thoroughbred Fund 2.9M 18K
Thoroughbred Master 2.9M 18K
Greywolf Capital Partners 2.7M
Greywolf Event Driven Master 4.5M
Greywolf Overseas Intermediate 1.2M
Greywolf Structured Products 2.8M
Greywolf Opportunities 3.3M 14.9K
Greywolf Strategic Master Fund 38.5K
GCP Europe SARL 30.2K
Serengeti Multi-Series Master 15K
Serengeti Opportunities MM L.P. 15K
Rapax OC Master Fund, Ltd. 10K
Teacher Retirement System of Texas 40K
Ivy Asset Strategy Fund 31K
Waddell & Reed Asset Strategy Fund 3.7K
Ivy VIP Asset Strategy Fund 1.7K
JNL Asset Strategy 3.4K
IGI Asset Strategy 200
KKR Fund Holdings L.P. 71M 1M (Series A, not B)
KKR Wand Investors L.P. 200K
**************************************************
http://www.sec.gov/Archives/edgar/data/933136/...6/d838601dpre14a.htm
Zitatende
MfG.L:)
Angehängte Grafik:
pre_14a.png (verkleinert auf 26%)
pre_14a.png (verkleinert auf 26%)
https://www.boardpost.net/forum/index.php?topic=7048.msg94170#msg94170
Zitat Simonizer:
There are a couple of dates we know for sure:
March 4, 2015 - Deadline to own stock in order to vote at shareholder meeting and for shareholder submissions to possibly be voted on at shareholder meeting
April 28, 2015 - Shareholder meeting
July 5, 2015 - Deadline to reincorporate and be uplisted on another exchange.
Every day - 1 more days interest accumulates on the preferred stock without a M/A announcement
So the question begs when would they announce the M/A? My guess is after March 4 but with enough time to vote if necessary at the shareholder meeting. To wait until after the meeting allows at least 4-5 months of preferred interest to accumulate. Also, is there enough time to get on an exchange if it is not from the company we acquires listing? Thought?
---------------------
Zitat azcowboy:
These last few days, since the 10-K filing, I have been trying to come up with a solid and common sensible reason, ... just why the company (WMIH) wouldn't or couldn't announce their future business plan' if things were as simple as a purchase & or an acquisition of ABC' company and we were going to merely utilize the KKR & Citi money, and our 35% of 5.87 Billion in possible NOL's, ... as has been one side of the conversation since early 2012'...
(does everyone remember the message board spreadsheets from early 2012 ?)
... The Plan of Reorganization was released on 2/23/2012 and the Plans Implementation was 3/19/2012 as everyone remembers' ...
Do any of the believers' in WMIH' merely being an exiting shell corporation with some NOL's to use up' have a solid reason why WMIH couldn't release information ? ... say ... Now ?
... Lets just say, that in my opinion, if all we are, is a shell of a corporation with some NOL's to use future 16 + years now, ... then there sure shouldn't be any reason to keep that a secret' ... no big deal' if that's all there is'
just sayin'
AZ
--------------------
Zitat tdmd99:
out of curiosity, did we not put the 500+ million in an account and invest it. So the money that we make on it, what is the difference between that and how much money goes to the preferred holders?
--------------------
Zitat Simonizer:
No account to invest. Escrow to be released upon certain circumstances. See 8-K below.
Escrow Agreement
On January 5, 2015, in connection with the Offering and pursuant to the Purchase Agreement, the Company entered into an Escrow Agreement (the "Escrow Agreement") with Citibank, N.A., as Escrow Agent (the "Escrow Agent"), pursuant to which the Company will cause to be deposited with the Escrow Agent the amount of $598,500,000, representing the proceeds of the Offering less offering fees payable on the Issue Date but before payment of other offering fees and expenses (including fees contingent upon future events). These net proceeds will be released from escrow from time to time to the Company as instructed by the Company in amounts necessary to (i) pay certain fees related to the Offering that may become payable to the Initial Purchasers, (ii) finance the Company's efforts to explore and/or fund, in whole or in part, acquisitions whether completed or not, including reasonable attorney fees and expenses, accounting expenses, due diligence and financial advisor fees and expenses, (iii) pay certain amounts that may become payable to the holders of the Series B Preferred Stock upon the occurrence of certain put events, (iv) pay certain amounts that would become payable to the holders of the Series B Preferred Stock upon a mandatory redemption of the Series B Preferred Stock, and (v) pay certain expenses related to the Offering. The entire net proceeds will be released from escrow as instructed by the Company upon a Qualified Acquisition (as defined in the Escrow Agreement).
The foregoing description of the Escrow Agreement is qualified in its entirety by the provisions of the Escrow Agreement, filed hereto as Exhibit 10.2 and incorporated by reference herein.
--------------------------------------------------
Zitatende
MfG.L:)
NOL's still the driving force here
ZItat myadad:
I see people doubting the importance of the NOL's and then coming up with fantasy theories to justify the interest of KKR. Sorry, I just don't buy into the idea of the Billions coming back to the LT and somehow that translating into extra value for WMIH. If the HF's were aware of the Billions, then why did they invite KKR to their picnic? Let us just say that KKR is bringing more than money to the table. I believe they are bringing our acquisition target. Try this theory on just for fun.
KKR has a profitable company that is returning a very nice profit every year. KKR could sell the company and receive cash for the sale but if they do that, they give up the income stream from the profit. KKR sees an opportunity to buy a huge majority interest in WMIH, a company with NOL's, and then have WMIH buy KKR's profitable company with the same money that KKR invested in WMIH along with money KKR loans to WMIH. The end result of this is that KKR still has controlling interest of the company they are selling, but also has the money they get from selling the company. They do have to share the profits from the company with their new partners ( the retail shareholders and the HF's ) but now all the profits are tax free due to the NOL's. With their large controlling interest in WMIH, KKR will be getting close to the same cash flow they had before they sold the company. This is a huge win win for KKR. They sell the company but really keep control of the company and keep the cash flow. It is also a win for all of us as the company will now be a stand alone company valued on it's earnings ( remember it is a very profitable company under KKR) and it will be traded on a regular exchange. We should see organic growth and we still have protected tax fee profits well into the future.
Time will tell if this theory holds water but to me it is a lot more plausible than the FDIC-R theories so in vogue lately.
--------------------
Zitat Scott Fox:
Myadad, I understand your line of reasoning. One question though, what do you think will be done with the money generated by the loans and/or properties not accounted for per the 10K/8K's and the published docs? That's a lot to just disappear. Just interested in your thoughts.
---------------------
Zitat myadad:
My problem with all of this is that when this all went down, Nobody seemed to know what belonged to WMI and what belonged to WMB. the used very inexact terms like "whole Bank" to describe what was being sold. Basically anything belonging to the bank was sold to JPM. If you are a holding company, I would think you would keep your physical assets like buildings etc in the name of the holding company but your loans in the bank. It appears WAMU was very sloppy and did not clearly keep their assets separate which leads to the mess we are in now. I hope there are some loans that were never securitized and sold that somehow WMI still retains an interest in but I have seen no proof of that. I think most loans were sold with a very poor paper trail and I doubt if WMI has any claim to them. There is a lot of confusion because of the sloppy way WAMU handled things but lack of clarity in the 8 and 10 K's does not mean the unaccounted for money belongs to WMI. But that is just me. I hope I am wrong.
--------------------
Zitat Uncle_Bo:
Myadad,
Interesting thoughts, we would not know until it happens. For the last few weeks, I have been going over and over the list of the most likely outcomes. Based on the people involved and what has been discussed here.
- Capmark ( KKR, Olson, two executives moving over and more so the CEO - mortgages, growing online retail operation, key word - platform)
- KFN (now KKR, Olson, Raether - debt management vehicle, key word platform)
- Alliant (Blackstone, KKR, Olson - insurance)
- WMILT (MW as listed in the filings, speculated return of illiquid (or very much liquid) assets wrongfully seized and "discovered" by the "R" during performing the final accounting of the receivership. Only the Lord knows when that would be)
Given the capital raise, I am leaning towards the first two listed, but one can never be sure. Let's not forget that we terminated the relationship with Blackstone. Ali Meshkati concluded that they succeeded in identifying a target. May be they did or may be there was another reason.
3/20/2015 appears to be a date of some significance as KKR have agreed to not exercise their warrants until then. Also today is fairly important as the date of record.
Only time will tell, but we are now much closer than we have ever been during this long journey.
Uncle Bo
--------------------
Zitat Scott Fox:
Thanks Myadad. I still have a heap of trouble digesting receiving 100 billion plus going for 1.9 billion, plus billions in servicing along with other things. I personally do think they knew what was coming since they were rebuffed in all attempts to stay out of BK. I also think with so much involved the government that had a hand in it would want their cut of the holdings. They love to have money to spend. Something tells me that WMB/WMI knew what was worth keeping and where to put it, but that's just me.........
--------------------
Zitat Sgtofarmsone:
Makes sense. Only thing missing is the other acquisition if your theory is correct. I say that because, either WMIH applies to be up-listed or they acquire a publically traded company already trading on the NYSE or NASDAQ. Interesting times ahead that's for sure. Like you and others, I'm not discounting the importance or value of the NOL's, I believe the NOL's are the only golden nuggets in the pot.
--------------------------------------------------
Zitatende
MfG.L:)
Zitat kfe: (Promt-Übersetzung)
Am 25. Februar 2015 Board of Directors genehmigt und nahm eine zweite Änderung an den 2012-Plan, wonach (i) die Anzahl der WMIHCs Stammaktien autorisierte und für unter die 2012 gewährt, Plan wurde von 3.000.000 Aktien auf 12,000,000 Aktien erhöht, und (Ii) die 2012 Plan wurde geändert, um die Gewährung von Aktienoptionen zu ermöglichen, stock-Appreciation-Rights und leistungsbezogene Auszeichnungen. Der zweite Änderungsantrag wurde im Vorgriff auf Arbeitsverträge mit neuer Leitung auf die Einverleibung eingehen und Erteilung von verschiedene Auszeichnungen zu ihnen unter dieser Abkommen. Unser Vorstand glaubt, dass Aktienorientierte Vergütung die Interessen unseres Managements mit den Interessen unserer Aktionäre richtet. Die Verfügbarkeit von anteilsbasierten Vergütung nicht nur verstärkt Management-Fokus auf die Schaffung von Shareholder-Value, sondern erhöht auch die Aufbewahrung und bietet in der Regel erhöhte Motivation für unser Management Beitrag für den zukünftigen Erfolg von WMIHC.
Original Zitat von kfe:
https://www.boardpost.net/forum/index.php?topic=7077.msg94599#msg94599
On February 25, 2015, the board of directors approved and adopted a Second Amendment to the 2012 Plan, pursuant to which (i) the number of shares of WMIHC’s common stock authorized and available for grants under the 2012 Plan was increased from 3,000,000 shares to 12,000,000 shares, and (ii) the 2012 Plan was amended to permit the grant of stock options, stock appreciation rights and performance-based awards. The Second Amendment was made in anticipation of entering into employment agreements with new management upon reincorporation and issuing various awards to them under these agreements. Our board of directors believes that stock-based compensation aligns the interests of our management with the interests of our shareholders. The availability of stock-based compensation not only increases management’s focus on the creation of shareholder value, but also enhances retention and generally provides increased motivation for our management to contribute to the future success of WMIHC
--------------------------------------------------
Zitatende
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=7063.msg94477#msg94477
Here's $4B in MBS where WAMU retained possession of the notes!!
Boardork Original Post - Zitat:
Its not that hard to find this stuff, despite a lot of 'opinion' to the contrary. Again this is $4 Billion in first lein senior notes only, retained by WaMu despite being 'sold'.
"Custodial Agreement
Pursuant to a custodial agreement, dated as of August 22, 2005, among Washington Mutual Bank fsb (the ""Custodian''), a wholly-owned subsidiary of the Servicer, Washington Mutual Bank, Freddie Mac and the Trustee, on behalf of the Trust, (the ""Custodial Agreement''), the Custodian will retain possession of and review the Mortgage notes and Ñles for the Trust."
FACT:JPM only got servicing rights.
In this group of mortgages, totaling $4B, clearly they are held by WMBfsb, and belong to the estate after WMB bills are paid to FDIC admn and bondholders.
ADDED: http://www.freddiemac.com/mbs/data/05s001oc.pdf The Seller is WMB/ WMBfsb and the Custodian holding the note, undelivered (empty trust), is WMBfsb. This $4B never made it to the investors. It stayed with the bank, JPM only got servicing rights.
"Possession by a Subsequent Purchaser of the Mortgage Notes and Mortgages Could Defeat the Interests of the Trust in the Mortgage Notes and Mortgages.
The Trustee will not have physical possession of the mortgage notes and mortgages related to the Mortgages in the Trust. In addition, the Trustee will not conduct any independent review or examination of the related mortgage Ñles. Instead, to facilitate servicing and reduce administrative costs, Washington Mutual Bank fsb, one of the Sellers of the Mortgages and a wholly-owned subsidiary of Washington Mutual Bank, the servicer of the Mortgage Loans, will retain possession of and will review the mortgage notes and mortgages as custodian for the Trust and financing statements will be filed on behalf of Freddie Mac evidencing the Trust's interest in the Mortgage Loans.The mortgage notes will be endorsed in blank (and will not be endorsed to the Trust) and no assignment of the Mortgages to the Trust will be prepared. If a subsequent purchaser were able to take physical possession of the mortgage notes and mortgages without knowledge of the transfer of the Mortgages to the Trust, the interests of the Trust in the mortgage notes and mortgages could be defeated. In that event, distributions to Certificateholders may be adversely affected." --------------------------------------------------
Zitatende
MfG.L:)
Zitat WithCatz:
First, can you post the link.
and second -- please expand on the logic. WMBFsb was a subsidiary of WMB -- all subs went to JPM. That is a known fact.
Help me understand why and how you are linking WMI to that equation.
---------------------
Zitat T1215s:
Pages 50-52 & (pdf 62-64)
https://www.kccllc.net/wamu/document/0812229111212000000000005
Thanxs goes out to Investorhub123
If posted these particulars before and I missed it please excuse
Have a great day people
ERIN GO BRAGH-GLTA-PEACE-Ts
"The Liquidating Trustee shall distribute to the holders of Allowed Claims on account of
their Liquidating Trust Interests, on a quarterly basis, all unrestricted Cash on hand (including any Cash
received from the Debtors on the Effective Date, and treating any permissible investment as Cash for
purposes of the Seventh Amended Plan), except (i) Cash reserved pursuant to the Liquidating Trust
Agreement to fund the activities of the Liquidating Trust, (ii) such amounts as are allocable to or retained
on account of Disputed Claims in accordance with Section 26.3 of Seventh Amended Plan, and (iii) such
additional amounts as are reasonably necessary to (A) meet contingent liabilities and to maintain the
value of the Liquidating Trust Assets during liquidation, (B) pay reasonable incurred or anticipated
expenses (including, but not limited to, any Taxes imposed on or payable by the Debtors or the
Liquidating Trust or in respect of the Liquidating Trust Assets), or (C) as are necessary to satisfy other
liabilities incurred or anticipated by the Liquidating Trust in accordance with the Seventh Amended Plan,
the Global Settlement Agreement, or the Liquidating Trust Agreement; provided, however, that, and
subject to the distribution of Runoff Notes as may be required in accordance with the provisions of
Section 31.14 of the Seventh Amended Plan, the Liquidating Trustee shall not be required to make a
distribution pursuant to Section 27.10 of the Seventh Amended Plan if the aggregate, net amount of
unrestricted Cash available for distribution (taking into account the above listed exclusions) is such as
would make the distribution impracticable as reasonably determined by the Liquidating Trustee, with the
consent of the Trust Advisory Board, in accordance with applicable law, and so long as such aggregate
amount is less than Twenty-Five Million Dollars ($25,000,000.00); and, provided, further, that the
Liquidating Trustee, with the consent of the Trust Advisory Board, may decide to forego the first
quarterly distribution to those holders of Liquidating Trust Interests with respect to which the Liquidating
Trustee, in its reasonable judgment, is not administratively prepared to make such distribution, in which
X:\NRPORTBL\US_ACTIVE\COLEMANE\43837453_22.DOC 1 61
case, such distribution shall be made to such holders as soon as practicable after the Liquidating Trustee is
administratively prepared to do so.
11. Costs and Expenses of the Liquidating Trust
The reasonable costs and expenses of the Liquidating Trust, including the fees and
expenses of the Liquidating Trustee and its retained professionals, shall be paid out of the Liquidating
Trust Assets. Fees and expenses incurred in connection with the prosecution and settlement of any
Claims shall be considered costs and expenses of the Liquidating Trust."
--------------------
Zitat Scott Fox:
Thanks Ts. From the docs............Am I reading this right? FDIC has to pay anything over $25 at any time but the LT can hold off paying until they are 'prepared' to do so. I read this before but too quickly I think.
--------------------
Zitat WithCatz:
Ish. Both the FDIC and WMILT hold-back any potential funds for litigation not yet resolved. FDIC will hold back for the Deutsche Bank issues, and all the unresolved "claims" made by JPM for indemnification.
Similarly, the WMILT holds back for unresolved Employee and other claims.
--------------------
Zitat bgriffinokc:
There is no money for Escrow holders...I call BS
"and, provided, further, that the
Liquidating Trustee, with the consent of the Trust Advisory Board, may decide to forego the first
quarterly distribution to those holders of Liquidating Trust Interests with respect to which the Liquidating
Trustee, in its reasonable judgment, is not administratively prepared to make such distribution, in which
X:\NRPORTBL\US_ACTIVE\COLEMANE\43837453_22.DOC 1 61
case, such distribution shall be made to such holders as soon as practicable after the Liquidating Trustee is
administratively prepared to do so."
--------------------
Zitat azcowboy:
"(A) meet contingent liabilities and to maintain the value of the Liquidating Trust Assets during liquidation,"
~ Looks like the Trust also need to hang on to a few bucks while "Maintaining the value of' and Liquidating Assets" ~
(the fourth entry down from the quarterly reports' ~ "All receipts received by WMI Liquidating Trust ("Trust") on behalf of Debtors:" )
Docket # 10106 Filed 04/30/2012
Sale of Debtors Assets = $869,490,252.00
Docket # 10466 Filed 07/30/2012
Sale of Debtors Assets = $587,439.00
Docket # 10814 Filed 10/31/2012
Sale of Debtors Assets = $51,193.00
Docket # 11007 Filed 01/30/2013
Sale of Debtors Assets = $0.00
Docket # 11228 Filed 04/30/2013
Sale of Debtors Assets = $289,517.00
Docket # 11334 Filed 07/30/2013
Sale of Debtors Assets = $2,701,473.00
Docket # 11421 Filed 10/30/2013
Sale of Debtors Assets = $150,000.00
Docket # 11584 Filed 01/30/2014
Sale of Debtors Assets = $0.00
Docket # 11794 Filed 04/30/2014
Sale of Debtors Assets = $0.00
Docket # 11854 Filed 07/30/2014
Sale of Debtors Assets = $0.00
Docket # 11902 Filed 10/29/2014
Sale of Debtors Assets = $0.00
Docket # 11963 Filed 01/30/2015
Sale of Debtors Assets = $0.00
Watch out for an ~ ( 8-Ball ) ~ Below'
Docket # 12XXX Filed 04/30/2015
Sale of Debtors Assets = $"R"illlions
just sayin'
--------------------
Zitat Scott Fox:
Catz, I'm not just talking lawsuits. It looks to me like all LT holdings.
--------------------
Zitat Devalzadvok8:
Catz: "First, can you post the link.
and second -- please expand on the logic. WMBFsb was a subsidiary of WMB -- all subs went to JPM. That is a known fact.
Help me understand why and how you are linking WMI to that equation."
ALL subs, or all subs UNDER WMB? Which are you saying?
I ask, because I have a mortgage that originated under Great Western Bank. In the org chart on Page 52, 54 it shows "Great Western Services Corp Two" under WMI, not WMB.
https://www.kccllc.net/wamu/document/0812229111212000000000005
I assume that this was the WaMu unit that took over servicing of my original Great Western loan.
After the bankruptcy, though, the servicing transferred over to JPM Chase. This would imply that Chase got ALL the subs [?], even though the servicing sub was under WMI.
Dev
--------------------
Zitat CSNY:
Custody and ownership are two different things. A trustee usually holds legal title. It would seem to be a sleight of hand that an affiliate -- WMBfsb -- would be custodian as one would think that too cozy.
Back to the ownership issue: title may have been transferred to some WMI subsidiary rather than the trustee, however, regardless of who holds title owners of securities are only entitled to payment of coupon and principal; they don't get ownership. If default occurs they have recourse to the assets. However, unless a scheme is liquidating (i.e., it consumes itself over time), once the obligations to holders of MBS securities are paid off those holders get nothing more. The residual (i..e., equity) holder(s) get what's left over.
--------------------------------------------------
Zitatende
MfG.L:)
ZItat boarddork:
The point is to corroborate my earlier posts from BPInvestigative, that the MBS trusts sold to others are empty and naked, by design. And if they are empty, then the value is ours, after a list of liabilities is deducted as far as WMB/WMBfsb. And with $240B mortgages held in portfolio, I think we can pay those with plenty left over. The balance is due soon, to the holders of the WMI estate
Quote from: boarddork on February 18, 2015, 03:46:40 PM
WMI had $240 Billion in "mortgages held in portfolio". Some say these were all sold to investors, nothing to see here. What if the underlying mortgage assets were never transferred to the investors trusts?
What if the all those WAMU mortgage trusts 'sold to others' per SEC filings, are actually empty......cause the WAMU originators never delivered them to the trusts, by design - pretty ingenious way to preemptively protect your assets in case you had to go BK eh?
What if the mortgages were never transferred within the year they were originated. No assets, no trusts. Could be sitting there with FDIC-R..... all $240B of them.
January 16, 2015
"This is what is called, or at least can be construed as, a tacit admission by Washington Mutual Bank that they never sold the loan to the trust; at least not in the year of the trust’s formation anyway. I began examining other 2007 WaMu trust loans which all appear the same within the HMDA reporting data. This is significant, because up until now, the “bankster” servicers have prevailed on the presumptions that these trusts actually exist, and that they hold secured assets in the form of real estate. Now I’m not an attorney, but I’ve done enough research to understand that if these so-called trusts were never funded with the assets, as the “banksters” represented to the SEC and warranted to the investors, the trusts were “naked.”
Trusts are created / formed to specifically hold assets. If no assets were put into the REMIC trusts, there is no trust. If there is no trust, any contrived agency authority stemming from the “phantom trusts” through the PSA’s (Pooling & Servicing Agreements) unto the servicers, master servicers, trustees, etc., cannot exist.
Up until now, foreclosure defense advocates and consumers have been the ones speculating that the trusts did not receive the assets, and thus have no standing to foreclose due to securitization failures – late transfers to the trusts. Most courts, outside of Glaski, have ruled that borrowers cannot challenge securitization fails, as they weren’t parties to the PSA, etc. All of these adverse rulings are steeped in the presumption that the trusts in fact are real, because there are SEC filings stating they exist.
But now we have the “banksters” having reported (ADMITTED) under federal HMDA law, that the loans were not sold after origination and to the trusts within the calendar year of the trust’s alleged formation. KABOOM!!"
http://bpinvestigativeagency.com/...-trusts-its-all-in-the-hmda-data/
-------------------
Zitat CSNY:
If, as you say, any or all of the trusts were empty, the holders of the securities can sue for fraud (assuming they suffer from the fraud) and may be able to reach the assets by quasi-contract. However, if the obligations are paid as agreed, even if they were duped, they probably have no recourse. Some of these MBS are a decade old and some tranches must have been amortized by now. For those that have not been amortized a decision would probably be made to restructure the trusts to pay off the remaining tranches whether or not the trusts actually owned the property.
In sum, if the assets weren't transferred in my opinion they'll still be used to amortize the obligations. Afterwards, any assets owned by WMI would become the LT's, subject to any administrative costs required to pay off the MBS obligations. (This is an exception to my statement that WMI assets won't be administered by the R: any assets that were supposed to securitize MBS and didn't would be used to fulfill the trust's obligations (that's just public policy; WMI wouldn't be allowed to profit from its own shell game, so the LT, as its successor, can't either) and any costs deducted therefrom.) As for any assets owned by WMB/WMBfsb, they'd go through the administrative process.
--------------------
Zitat Boarddork:
The link posted at start of thread, shows in the prospectus, that the loan wouldn't be delivered to the investor. I believe many more loans are this way, by design. There is no fraud because they knew what they were buying, was uncollatorilized MBS.
--------------------
Zitat CSNY:
If there was full disclosure, you're correct; the investment was non-recourse -- against the mortgages, that is. Great research.
--------------------
Zitat boarddork:
"Possession by a Subsequent Purchaser of the Mortgage Notes and Mortgages Could Defeat the Interests of the Trust in the Mortgage Notes and Mortgages.
The Trustee will not have physical possession of the mortgage notes and mortgages related to the Mortgages in the Trust. In addition, the Trustee will not conduct any independent review or examination of the related mortgage Ñles. Instead, to facilitate servicing and reduce administrative costs, Washington Mutual Bank fsb, one of the Sellers of the Mortgages and a wholly-owned subsidiary of Washington Mutual Bank, the servicer of the Mortgage Loans, will retain possession of and will review the mortgage notes and mortgages as custodian for the Trust and financing statements will be filed on behalf of Freddie Mac evidencing the Trust's interest in the Mortgage Loans. The mortgage notes will be endorsed in blank (and will not be endorsed to the Trust) and no assignment of the Mortgages to the Trust will be prepared. If a subsequent purchaser were able to take physical possession of the mortgage notes and mortgages without knowledge of the transfer of the Mortgages to the Trust, the interests of the Trust in the mortgage notes and mortgages could be defeated. In that event, distributions to Certificateholders may be adversely affected."
---------------------
Zitat CSNY:
Pretty broad disclaimer. A 'trust' in name only.
--------------------
Zitat boarddork:
These securitizations were heavily weighted to protect WMI's holding of the notes, and put all the risk onto the the investors who were buying these uncollateralized securities.
"Certain Regulatory Matters Regarding the Servicer. The operations and financial condition of the Servicer are subject to extensive regulation and supervision under federal and state law. The appropriate banking regulatory authorities, including the Office of Thrift Supervision (the ""OTS'') and the Federal Deposit Insurance Corporation (the ""FDIC''), have broad enforcement powers over the Servicer.
If federal bank regulatory authorities supervising any bank were to find that any obligation of such bank or an affiliate under a securitization or other agreement, or any activity of such bank or affiliate, constituted an unsafe or unsound practice or violated any law, rule, regulation or written condition or agreement applicable to the related bank, such federal bank regulatory authorities have the power to order such bank or affiliate, among other things, to rescind such agreement or contract, refuse to perform that obligation, terminate the activity, amend the terms of such obligation or take such other action as such regulatory authorities determine to be appropriate. If such an event occurs with respect to the Servicer or its affiliates, the Servicer may not be liable to the Holders of the Certificates for contractual damages for complying with such an order and the Holders of the Certificates may have no recourse against the relevant regulatory authority.
Sounds like DB could be F.k'd in their lawsuit, if their trusts were set up the same way, lol.. Just another paper tiger
--------------------------------------------------
Zitatende
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=7063.msg94527#msg94527
Zitat eighty:
(v) Additional Consideration to the Debtors
As additional consideration for the asset sale and compromise and settlement embodied
in the Global Settlement Agreement, and as further consideration for the releases and other benefits
provided to JPMC pursuant to the Seventh Amended Plan, the parties have agreed that (i) JPMC will pay
WMI $25 million for WMI’s 3.147 million Class B shares of Visa Inc., WMI will retain all dividends
with respect thereto received prior to the effective date of the Global Settlement Agreement, and JPMC
will assume liabilities of the WMI Entities relating to that certain “Interchange” litigation (described in
Section V.B.6.i below), as set forth in the Global Settlement Agreement; (ii) JPMC will (a) assume all
obligations of WMB, WMB’s subsidiaries or JPMC to subsidiaries of WMI pursuant to certain
intercompany notes, resulting in a net amount of approximately $180 million of principal and interest
which will be paid by JPMC to WMI, (b) JPMC, the FDIC Receiver and WMI will waive all remaining
intercompany claims, resulting in a net amount of approximately $9 million of WMI receivables that
WMI has agreed to waive, and (c) each of JPMC and the FDIC Receiver will waive their Claims against
WMI, which total approximately $274 million, regarding certain disputed liabilities related to the funding
of the WaMu Pension Plan; (iii) JPMC will cause its affiliates to continue providing loan servicing with
respect to certain mortgage loans owned by the Debtors or their affiliates and the remittal of checks and
payments received in connection therewith; (iv) JPMC will (a) assume any and all liabilities and
obligations of the WMI Entities for remediation or clean-up costs and expenses, in excess of applicable
and available insurance, arising from or relating to that certain litigation styled California Dept. of Toxic
Substances Control, et al. v. American Honda Motor Co., Inc., et al., No. CV05-7746 CAS (JWJ),
currently pending in the United States District Court for the Central District of California (the “BKK
Litigation”), and certain agreements related thereto (the “BKK Liabilities”), (b) pay or fund the payment
of BKK Liabilities to the extent such liabilities are not covered by applicable insurance policies, (c)
defend the Debtors against and reimburse the Debtors for any distribution which the Debtors become
obligated to make on account of remediation or clean-up costs and expenses not otherwise covered by the
BKK-Related Policies (as defined in the Global Settlement Agreement) and/or reimbursed by the BKKRelated
Carriers (as defined in the Global Settlement Agreement), and (d) indemnify (subject to certain
limitations with respect to WMI Rainier LLC) the WMI Entities for the BKK Liabilities to the extent that
such liabilities are not covered by applicable insurance policies; provided, however, that nothing in the
Seventh Amended Plan or the Confirmation Order is intended to, nor shall it, release any non-Debtor or
non-Debtor Entity that may be a Released Party or a Related Person, in connection with any legal action
or Claim brought by CDTSC or the BKK Group relating to the BKK Site that is the subject of the BKK
Litigation; (v) JPMC will assume the JPMC Assumed Liabilities (as defined the Seventh Amended Plan),
namely certain liabilities in connection with the assets it receives pursuant to the Global Settlement
Agreement and, on or after the Effective Date of the Seventh Amended Plan, JPMC will pay or fund the
payment of certain Allowed Claims arising from or relating to such liabilities (defined as Allowed JPMC
Assumed Liability Claims in the Seventh Amended Plan); (vi) the JPMC Entities, the FDIC Receiver and
FDIC Corporate (as applicable) will be deemed to have waived and released any and all rights and claims
relating to any claims or causes of action associated with the American Savings Litigation, including
rights and claims to the Registry Funds and the American Savings Escrow (discussed below); (vii) JPMC
has agreed to (a) pay or otherwise satisfy any proofs of claim filed against the Debtors by vendors with
respect to services, software licenses, or goods provided to WMB and its subsidiaries (whether prior or
subsequent to JPMC’s acquisition of the assets of WMB) pursuant to contracts between WMB and/or one
or more of its subsidiaries and such vendors (to the extent such portion of any such Claim becomes an
X:\NRPORTBL\US_ACTIVE\COLEMANE\43837453_22.DOC 93
Allowed Claim and to the extent payable, in whole or in part, by the Debtors), (b) pay to WMI $50
million, which funds will be deposited into an escrow account to be used by the Debtors for the
satisfaction of Claims against WMI by vendors with respect to services, software licenses or goods
asserted to have been provided by the counterparties to or for the benefit of WMB or its subsidiaries prior
to the Petition Date pursuant to agreements between WMI and such vendors to the extent such portion of
any such Claim becomes an Allowed Claim and to the extent payable, in whole or in part, by the Debtors
(the “Vendor Escrow”), and (c) to the extent that any funds remain in escrow following (1) the payment
or satisfaction of all WMI Vendor Claims (including, without limitation, the withdrawal, with prejudice,
of all related proofs of Claim) and (2) the payment of all fees and expenses associated with such escrow,
such excess funds will be distributed equally to WMI and JPMC. The Debtors reviewed all WMI Vendor
Claims and estimate that the aggregate amount of all WMI Vendor Claims will be less than $50 million.
pg 92 https://www.kccllc.net/wamu/document/0812229111212000000000005
--------------------------------------------------
Zitatende
MfG.L:)
Zitat dixdeau:
Primer for review.
MBS
A prospective home buyer pledges the property being bought as collateral to secure a loan from a Bank 1 in order to pay the seller of the desired property.
The Bank 1 accepts the pledge to pay or mortgage in return for lending the money to the new buyer.Bank 1 keeps the title to the property.
Bank 1 later sells the mortgage and control of the title to Third Party.
Third Party buys many such mortgages then combines them into different configurations (configuration A includes X type of mortgages, configuration B contains X and Y types of mortgages, configuration C is comprised of Y,Z and F type of mortgages, etc.known as Mortgage Backed Securities).
Third Party keeps all of the mortgages but sells the future income from the various configurations (MBS) to Outside Investors. Third Party sets up TRUSTS to administer the sale of and servicing of the MBS.
The money from each individual home buyer passes through the TRUSTS to the Outside Investors. As the money passes through the TRUSTS skim a percentage of the money for servicing fees.
When the individual buyer has successfully completed their mortgage payments, the mortgage payments passing through the TRUSTS to the Outside Investors, the Third Party releases the title of the purchased property to the individual buyer.
If the mortgage and collateral moved from Third Party to TRUSTS or further to the Outside Investor the individual buyer would have little or no recourse to obtaining the title of the property purchased if a dispute should occur.
As long as mortgage payments are timely made the money flows smoothly and the participants in the chain of MBS all wet their beaks a little.
The mortgage money does not end up with Third Party, it flows in a slightly diminished stream to the Outside Investors.
When the mortgage payments from the individual buyer stop Third Party or TRUSTS on behalf of Third Party initiate foreclosure proceeding and sale of the collateral.
Depending on the severity and scope of foreclosures Third Party and/or TRUSTS may remove and replace one mortgage with another or Third Party and/or TRUSTS may point to the portions of contracts signed by Outside Investors in which Outside Investors acknowledged the risks they were taking. ( In essence Third Party/TRUSTS tell Outside Investors " Yeah, it all went to hell but were not taking the hit. If you don't like it sue us.")
If the money flow works properly Third Part takes its cut up front and no mortgage money comes back to Third Party. If the money flow goes FUBAR Third Party may have to settle for the money they can get from distressed sales after deducting the costs of fighting or settling with Outside Investors.
There is no way the total original distributed mortgage figures are ever going to become returned assets of Third Party.
A different situation arises when Third Party has purchased mortgages/collateral from Bank 1 but has not sold the income from them to Outside Investors. Whether Third Part or a professional Servicer is collecting the mortgage payments the bulk of the mortgage payments belongs to Third Party.
--------------------
Zitat boarddork:
Cashmere Valley Bank vs. WA state dept of Revenue reaffirms in the Washington State Supreme Court, that REMIC securitizations, specifically ones WAMU generated and Cashmere Valley Bank bought, have no backing mortgage collateral. These trusts are empty.
The $240B mortgages held in portfolio by WMI, are the mortgages these naked uncollatorlized REMIC trusts were written for. DB (the lawsuit) purchased these, as did LaSalle.
Note that WMIs last filings show separate lines for MBS for sale and loans for sale, in which case the underlying collateral was sold to the investors (opposite of REMIC MBS). Less than $30B.
--------------------------------------------------
Zitatende
MfG.L:)
Zitat azcowboy:
Obviously, the division here on the message board becomes more and more apparent as each day comes and go' ... Most times I think that everyone believed in what they did, their individual actions taken, individual financial choices etc, ... and why they made the individual choices that they did' ... In my opinion, it would be difficult for anyone to consider that their "one time" opportunity' to participate in this whole, monster of a deal, has literally slipped away' ... like I have said before, In my opinion, many people sort of simply' ... "smarted themselves out of a life changing financial recovery" ...
I know, all of us that did listen and release our class 19 & class 22 shares' during that 1st quarter 2012, we all did so, on little more than our trust in Mike W & Ed at the time ... but as we have now since, dissected thousands of pages of documents, many of us had a need to know, just what in the heck happened, beyond those few short weeks we were given to decide, back in 1st quarter 2012 ... I know I had to know or at a minimum, attempt to find out' ... and as everyone knows, I did to the best of my own ability, beginning in 2012' ...
As you all know, my studies returned me to the attempts to push through Plan 6 ... I kept returning to my thoughts regarding the hedge funds, and viewing the process through their eyes' ... AAOC and how they appeared to continue to keep moving down the investment matrix to get the remains of the estate, no matter what' ... If anyone were to look at what appeared to be left of the carcass', ... there would not have been any real financial reason for AAOC to continue to do so, or continue their involvement at all ...
I believe even as the emergence neared and 16's were going to be capped, those hedge funds were selling off a bunch of their piers holdings, trying to get more P ~ K ~ or even UQ shares ... with only a 23m 16's security's outstanding, I have always believed the PPS structure of these securities could have easily been manipulated by the hedge funds' ... I also have thought, there was a correlation between why P and K preferred shares lost so much value close to the end ... The Hedge funds / AAOC were trying to shake out as many retail holders of preferred shares as they could ... and in my opinion' ... it worked' ~ many retailers sold out of the class 19's in lieu of a position in 16's at the time ... let's review what went on' ...
... Now looking back, we can compare the ending result, of a shareholder maintaining their trust in Mike & Ed and releasing all of ones holdings ? or Not' trusting that Mike & Ed had equity's best interest at heard, and trusting in the presented internet spreadsheets that were running ramped at the time ... ~
... So, ... hold a Piers security at an average of $4.00 per share, ... forget about any escrow markers that one may receive, since the markers would end up being valueless anyway' according to many' ... and one could experience roughly a 150% return based on that average price per share, at roughly a $10.50 ish' capped return' ... Many, at the time held extreme hatred for Mike W and thought this type of return would be better than no return at all ... No one ever considered the separation between the WMB seizure by the OTS / FDIC and the WMI Bankruptcy Courts limitations'
There's more;
If someone owned piers at the time and decided to sell their 16's and buy P preferred shares at $15.00 ish, ... If you merely looked at the surface, giving WMIH a value of only about $200mm, ( cash and WMMRC with little or no value for NOL's ), then P preferred were worth about $20.00 total ~ That conversion to many of them, would have been silly' to participate in, mathematically ...
They' needed a P share to go to $37.50 to be in a position to get same return as a piers security of the time ... That would mean WMIH / newco would have to have a value of $350m, instead of the $200m that was showing on paper at the time ... Many, simply could not envision this kind of value for WMIH when looking at the surface of what was being disclosed ... To my point, Many got out of P's at the end and chose a different path as an individual potential recovery, ~ bkshadow, gibson & even nate' chose dimeq's, observer, useless, berg, boston stocker, and patience & myadad as proponents of a piers purchase admittedly, and obviously many, many, more ~ got out of P preferred shares based on the same kind of thought process and mathematical presentation. ~ In my opinion, many dumped out near the end ... Many combined thoughts were simply blocked to the concept of an escrow marker Tranche 6' ever receiving any value ~ which has now become quite obvious ...
... Again, an individuals ability to separate the WMI Bankruptcy and it's Legal Limitations, from the FDIC's seizure of WMB' ... and the exclusivity that the Purchase and Assumption Agreement Contract kept in Place between the FDIC & Chase' thru September of 2014' ...
Obviously, I did not participate and simply chose to trust' Mike & Ed' ~ and throwing logical Mathematics' to the wind as presented on internet message boards everywhere, I chose to release all of my holdings and trust the people that were actually in the room, mediating this end result on my behalf and on the behalf of all of equity' ...
I guess my conclusions have been, the hedge funds, AAOC and others' had to know something that we did not ... Otherwise, why try so hard to get the emerging estate and eject equity, an estate, that was no better than just holding their original piers shares ? There just had to be something more ... and, as you all know, I never bought into the NOL's as being the only value as was being presented ...
Could AAOC have known that the estate stood to potentially get billions back from "R" and they wanted to get it all by way of a legally approved, Plan of Reorganization ? Did Judge Walrath have knowledge of this and was hoping to find a way for equity to get a place at the table ? Could it be possible that Susman's team approached the Judge to inform her of the possible value sitting within the "R" that could not be "valued" within the bankruptcy court's realm, that could have a dramatic effect on the future value of the estate sometime after emergence when the Purchase and Assumption Agreement finally terminated ? ... some six years future ?
I will always wonder about her statement regarding the estate being worth, let's say, $10 billion and who should get this money considering that the major piers holders were due to get the remaining estate while only being impaired by maybe $100mm or less ... the word "posit" will be in my memory for the rest of my life'
I figure we are on the doorstep of finding out' ... good luck to us all ...
anyhew'
AZ
--------------------
Zitat CSNY:
The $4 H would have yielded over 260% with the capped payment of $10.50 (not including interest). In any market that's a wonderful return and I've no doubt many Piers holders thought they'd be paid off within months so they could buy WMIH common. I've no doubt many have taken cash from the Piers recovery and done just that.
If you assume someone sold 1k Ps at $8 (the price around the last date to release) and bought 2k Hs @ $4, then assuming the $10.50 recovery (sans interest), the holder would get $21k. Many investment managers would kill for that kind of return.
However, if the LT markers have value, the recovery picture changes dramatically.
If the forfeit 1k P LT markers come to life (ignoring any value of the forfeit 20k WMIH common), it requires only $210MM in recovery for those markers to be worth $21k. I don't think event he most strident unicorn hunter would say it is impossible for the LT to recover that much from the remnants of the WMI carcass in the R.
If the LT recovers $1B, those markers are worth $100K and the Hs' purchase looks not so good unless the purchaser had an investment that would have quintupled the $21k he received on his Hs.
As I believe that the LT will recover at least $10B from R, I posit those forfeit 1k P markers cost the seller $1MM, which is 47.6X more than the $21k recovered on the sold Hs. It is unlikely that the $21k realized on the Hs could multiply 47.6x before the $10B appeared.
Time will tell.
---------------------
Zitat Simonizer:
As long as the escrow shares can't be bought or sold, who cares what anybody wants to say. I personally enjoy hope rather than despair but in either case there is nothing I can do to change the outcome. The funny thing is both sides are pushing so hard to support that they are right. While I understand for the unicorns being right means financially gains, for the ostriches (or whatever they are called) being right doesn't get them much other than to say HA HA you get nothing. Seems like lots of effort for bragging rights.
--------------------
Zitat boarddork:
Its not about bragging rights. No you can't lose your escrows. But, there is an overlapping correlation between WMILT and WMIH that some want to downplay, so you don't get too rich. .
--------------------
Zitat CSNY:
I don't give a sh*t about bragging rights; you can't deposit them at the bank. However, a $1B recovery from the shrapnel of the $300B+ WMI empire (one-third of 1%) is a lot of money ($100k) for a modest amount of old Ps. Most people here would prefer to be rich or richer than have bragging rights.
--------------------
Zitat azcowboy:
... Correct' ... Mike W. did good ~ period' ~ that seems to grind on some people' ... for whatever reason' ... I Don't Know or never quite understood' ...
--------------------
Zitat Scott Fox:
" My take was that she was using this particular figure just to emphasize a possibility, not a probability." Remember that the judge was only allowed to view BK info. Even the examiner was throttled. She had no more info on amounts than we did but also knew there was more to it and included us.
--------------------------------------------------
Zitatende
MfG.L:)
Zitat goldcanyon340:
Two interesting dates in the 14A revolve around April 30, 2015. The services of Charles Edward Smith may end on that date and the sublease for office space could also end on April 30, 2015. The former Capmark executives, Mr Gallagher and Mr Fairfield, are the designated new corporate officers. They already are into the execution of the WMIH acquisition plan having signed on as consultants to WMIHC back on November 21, 2014. That plan IMO does not involve a merger with another business but rather the acquisition and management of the non liquid assets of WMILT. Should the April 30th date fall through there are short term extensions built into the sublease and Mr. Smith's employment.
Transition Services Agreement
On March 22, 2012, WMIHC and the Trust entered into the Transition Services Agreement. Pursuant to the Transition Services Agreement, the Trust makes available certain services and employees to WMIHC, including the services of Charles Edward Smith who is our President, Interim Chief Executive Officer, Interim Chief Legal Officer and Secretary. The Transition Services Agreement was amended on December 11, 2014, as more fully described below. The Transition Services Agreement as amended, extends the term of the agreement through April 30, 2015, with automatic renewals thereafter for successive additional three-month terms, subject to non-renewal at the end of any additional term upon written notice by either party at least 30 days prior to the expiration of the additional term.
The Trust’s sublease (the “Sublease”) for the office space located at 1201 Third Avenue, Suite 3000, Seattle, Washington 98101 was scheduled to terminate on its own terms on December 13, 2014, and the Trust accepted an offer to enter into a new leasing arrangement (the “New Lease”) for such office space. The New Lease went into effect on December 14, 2014. In connection with the foregoing, the parties amended the Transition Services Agreement on December 11, 2014 to, among other things, address WMIHC’s ongoing desire to share such office space. The Trust will remain the lessee under the New Lease, which will have an initial committed lease term running from December 14, 2014 through April 30, 2015 (the “Initial New Lease Term”) and otherwise continue on the same terms and conditions on a month-to-month basis thereafter.
--------------------------------------------------
Zitatende
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=7120.msg95245#msg95245
Zitat T1215s:
Every time I look at the new Finra site
I wonder about the Industry Clasification /s
http://finra-markets.morningstar.com/MarketData/...uery=22:0P0000VSK0
Business Description WMIH
WMI Holdings Corp. is a reinsurance company. The Company is a legacy reinsurance business that is currently operated in runoff mode by WM Mortgage Reinsurance Company, Inc.
Address 1201 Third Avenue,Suite 3000,Seattle,WA,98101
Telephone +1 206 432-8887
Facsimile —
Email investor.relations@wamu.net Site
Industry Classification WMIH
NAICS Reinsurance Carriers (524130)
SIC Other Property and Casualty Insurers (7339)
Title Insurance (6361)
ISIC Reinsurance (6520)
Operation Details WMIH
Fiscal Year Ends 2014-12-31
CIK 933136
Year Established —
Employees (12/31/2013) 2
Full Time 2
Part Time —
Auditor (12/31/2013) Burr Pilger Mayer, Inc.
Legal Advisor (—) —
Key Executives
------------------
I know, I know but!!!!
PEACE-ERIN GO BRAGH-GLTA-Ts
--------------------------------------------------
Zitatende
MfG.L:)
Zitat myadad:
I posted the following in the original thread where it was alleged that Joyce was nearly broke. I am starting a new thread because many here will likely not read this info in the old thread where it will quickly get buried.
OK, I just got off the phone with Joyce. She said I could post this. She said she is not broke and in fact is far from it and wants to put a stop to any talk about her being in any financial difficulties. That is about as clear as I can possibly make it. I had a very nice talk with her for about 20 minutes and she said things are going well for her. She says hi to everyone but she has no interest to be on the message boards. People who know her have either her email address or her phone number and she is always happy to hear from her friends. So there you have it. This should be the end of the story.
--------------------------------------------------
Zitatende
MfG.L:)
Zitat Mr_Simpson:
tanjazielman Sunday, 03/22/15 06:38:40 PMRe: NonePost # of 417829
Interesting!
According to the website of the State of Delaware WMIH incorporated already into WMIH corp on 25th of february!!
Look here: https://delecorp.delaware.gov/tin/GINameSearch.jsp
Look here: https://delecorp.delaware.gov/tin/GINameSearch.jsp
Do a search on WMIH, or case nr. 5669817.
Interesting here is also the registered agent (CSC).
Also interesting is when you do a search on "Thackeray" and look at Thackeray III Bridge, it was formed on 17th of Nov 2011. Formed during mediation?
I find the Thackeray partners realty fund IV reit and non-reit (formed in oct. 2014) also interesting. Wasn't this a part of former WMI sub Thackeray funding partners?
And why were these WaMu related entities formed?
Things that make you go hmmmmm
All CSC as registered agent BTW!
---------------------
Zitat bgriffinokc:
Yes, it can be confusing, you can rule out this "Thackeray" , however I do find it interesting their name and place of business. Perhaps they were an off shoot a few years back.
We have three Thackeray entities that were Direct or Indirect Subs. Of WMI, they should be our focus.
http://www.thackeraypartners.com/
---------------------
Zitat yoda1687:
http://www.sec.gov/cgi-bin/...amp;owner=exclude&action=getcompany
0000354639 THACKERAY CORP
SIC: 6500 - REAL ESTATE NY
0001404987 Thackeray Partners Realty Fund II LP TX
0001563562 THACKERAY PARTNERS REALTY FUND III REIT TX
0001526200 Thackeray Partners Realty Fund III, L.P. TX
0001622056 Thackeray Partners Realty Fund IV, L.P. TX
0001333651 THACKERAY PARTNERS REALTY FUND LP TX
0001329826 Thackeray Partners Realty L P
http://www.thackeraypartners.com/about/
Thackeray Partners was formed in January of 2005 by Mary Hager and Tony Dona to acquire and invest in a diversified portfolio of real estate investments on behalf of our partners. Mary and Tony spent 16 and 20 years respectively in the real estate industry prior to Thackeray’s formation and were instrumental in the management of a large real estate private equity business. Thackeray employs approximately 20 individuals, the vast majority of whom are full time real estate professionals.
These aren't the Thackeray's your looking for.
--------------------------------------------------
Zitatende
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=7127.msg95378#msg95378
Zitat tdmd99:
WMI Holdings Corp.
To our shareholders:
Over the last year, the Board of Directors and management of WMI Holdings Corp. continued to focus on our
primary strategic objective of identifying, considering and evaluating potential mergers, acquisitions, business
combinations and other strategic opportunities. As you know, the Company has not yet consummated a
transaction, but identifying viable strategic opportunities remains the key focus of the Board of Directors and
management.
During 2014, we significantly improved the Company’s capital structure. These efforts included an $11 million
investment by KKR & Co. L.P. and affiliates in January 2014 and we were pleased to announce in December the
sale of 600,000 shares of a newly created series of convertible preferred stock designated as 3.00% Series B
Convertible Preferred Stock. This offering, which included an anchor investment by an affiliate of KKR and
raised $600 million in gross proceeds for the Company, provides the Company with additional capital to explore
and fund, in whole or in part, acquisitions. We believe having this additional capital should enhance the
Company’s ability to execute on its strategic objectives as we continue to explore acquisition opportunities.
As part of the offering of the Series B Convertible Preferred Stock, we also announced that, upon approval of our
shareholders, the Company intends, among other things, to reincorporate as a Delaware corporation and expand
the membership of our Board of Directors. Such expansion will include adding two representatives from KKR.
KKR’s global network of relationships, deep expertise in transaction execution, portfolio management, capitalraising
and operational improvement should augment our ability to execute on our acquisition strategy. Upon
reincorporation we also will be adding two executive directors – William Gallagher and Thomas Fairfield – to the
Board of Directors. Messrs. Gallagher and Fairfield will dedicate their efforts on behalf of the Company to
developing and executing on the Company’s acquisition strategy. We believe these actions, taken together, will
enhance our ability to build shareholder value.
During 2014, management achieved significant financial savings in our capital structure, specifically as it relates
to the Company’s debt profile. Of particular importance, during 2014, we reduced the $110 million original
principal amount of Senior First Lien Runoff Notes from approximately $80.6 million to $3.0 million and we
expect to payoff all of the Senior First Lien Runoff Notes on or about April 15, 2015. Since emerging from the
Company’s Chapter 11 proceedings, the reduction of outstanding principal on Senior First Lien Runoff Notes has
resulted in significant interest expense savings for the Company totaling approximately $18 million. And, for the
second consecutive year, the Company has realized an operating profit. The operating profit for the year ended
December 31, 2014 totaled $3.1 million as compared to an operating profit of $0.3 million for the year ended
December 31, 2013.
In closing, the Company’s transition to a robust platform for delivering significant shareholder value is ongoing.
We believe the actions we have taken, and will continue to take, underscore our continuing commitment to
achieving the Company’s strategic objectives and we thank you for your ongoing support.
Sincerely,
Michael Willingham, Chairman
Charles Edward Smith, Interim CEO & Secretary
WMI Holdings Corp. WMI Holdings Corp.
=================
This was included in the shareholder meeting email I just received
----------------------
and a little mistake on the prior 8k:
The Form 8-K filed by the Company on December 19. 2014 included an immaterial mistake regarding the number of shares purchased
by each Placement Agent. Specifically, KKR Capital Markets purchased (or agreed to purchase) 200,000 shares of the Series B
Convertible Stock (not the 400,000 shares disclosed); and Citi purchased (or agreed to purchase) 400,000 shares of the Series B
Convertible Stock (not the 200,000 shares disclosed).
--------------------------------------------------
Zitatende
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=7152.msg95892#msg95892
Zitat mnlongwam:
Fixed it for you:
Re: The "market" appears to believes WMIH is worth approx. $1.44B 479.55MM
This is cathartic for me, so just let me say a few things for the board (not for iWad... he doesn't listen anyway).
The market cap is what it is, a snapshot calculation of PPS x shares outstanding... not an indicator of value.
P/E ratio is another snapshot of the current PPS divided by the earnings per share. (Analysts threw out using the P/E ratio as an indicator of value 30 years ago due to the increasing ability to leverage capital and intellectual property to realize value.)
A better indicator of value is the enterprise valuation (EV) metric alternative to traditional market capitalization that reflects the market value of an entire business. Like market cap, EV is a measure of what the market believes a company is worth. Enterprise value captures the cost of an entire business, including debt and equity. It is a sum of claims of all preferred shareholders, debt holders, security holders, common equity holders, and minority shareholders - unlike market cap, which only captures the total value of common equity securities.
EV is considered the theoretical purchase ("takeover") price of a business because a purchaser would take on the company's debt, while pocketing the company's cash and gaining a right to all of the company's future earnings.
Don't be surprised if the first two or three acquisitions do not do much to consume NOLs, but rather provide additional capital leveraging opportunities.
If you've been paying attention you'll know that the EV has risen by $100MM since the preferred issue, cancelling out the (fantastical whimsy of some on the board) "dilutive affects" of the infusion by our partners. Given WMIHs positive cash position, and NOLS, assume that the board will be comfortable with targets within a 2.5 - 4 range of notional leverage. This would imply that targets will range from 2BB - 3BB (EV). I still believe that targets will be focused on asset heavy orgs thereby further increasing WMIH ability to leverage its cash position.
--------------------------------------------------
Zitatende
MfG.L:)
For Holders as of: March 5, 2015
CUSIP NUMBER: 92936P100
ACCOUNT NUMBER: ****7059
CONTROL NUMBER: 1188653624242323
------------------------------------
You may enter your voting instructions and view the shareholder material by using the above control number and clicking on following link:
https://www.proxyvote.com/
CONTROL NUMBER: 1188653624242323 eingeben
Internet voting is accepted up to 11:59 p.m. (ET) the day before the meeting/cut off date.
Additional supporting documentations can also be found at the following link(s):
Proxy Statement
https://materials.proxyvote.com/Approved/92936P/...305/NPS_236183.PDF
Annual Report
https://materials.proxyvote.com/Approved/92936P/20150305/AR_236181.PDF
To view the documents above, you will need the Adobe Acrobat Reader. If you do not currently have this
program on your system, you can download it now:
http://www.adobe.com/products/acrobat/readstep2.htm
--------------------------------------------------
MfG.L:)
ganz leichtes grins.
Optionen
| Boardmail an "faster" |
Wertpapier: Mr. Cooper Group Inc. |
Zitat :
FDIC Employee Quits and Goes Public With Complaint Against Chase, WAMU, Citi and two law firms
Posted on March 25, 2015 by Neil Garfield
For further information and assistance please call 954-495-9867 or 520-405-1688
=======================
See Eric Mains Federal Complaint
see Mains – Table of Contents.petition 2 transfer
On Monday Eric Mains resigned from his employment with the FDIC. He had just filed a lawsuit against Chase, Citi, WAMU-HE2 Trust, Cynthia Riley, LPS, WAMU, and two law firms. Since he felt he had a conflict of interest, he believed the best course of action was to resign effective immediately.
His lawsuit, told from the prospective of a true insider, reveals in astonishing detail the worst of the practices that have resulted in millions of illegal foreclosures. Some of his allegations cast a dark shadow over claims of Chase Bank on its balance sheet, as reported to the public and the SEC and the reporting of both Chase and Citi as to their potential liability for wrongful foreclosures. If he is right, and he proves these allegations, much of what Chase has reported as its financial condition will vanish from its financial statements and the liability side of the balance sheets of both Citi (as Trustee) and Chase (as servicer and “owner’) will increase exponentially. This may well have the effect of bringing both giants into the position of insufficient reserve capital and force the government to take action against both entities. Elizabeth Warren might have been right when she said that Citi should have been broken into pieces. And the same logic might apply to Chase.
He has also penned the phrase “wild goose Chase” referring to discovery of the true creditors and processing of applications for modification of loans. And he has opened the door for RICO actions against the banks and individuals who did the bidding of the banks as well as the individuals who directed those actions.
His Indiana lawsuit is filed in federal court. He alleges that
1. WAMU was not the actual lender in his own loan
2. That the loan was part of an illegal scheme from the start
3. That his loan was subject to claims of securitization but that those claims were false
4. That the REMIC Trust was never funded and therefore never had the capacity to originate or buy loans
5. That the intermediaries never followed the law or the documents for securitization of his loan
6. That the REMIC Trust never did purchase his loan
7. That Citi was therefore “trustee” for an unfunded trust
8. That Chase never purchased the loans from WAMU
9. That Chase could not have been the legal servicer over the loan because the loan was not in the trust
10. That Chase has filed conflicting claims as to ownership of the loans
11. That the affidavit of Robert Schoppe, whom Mains worked for, as to ownership of the loans was false when it states that Chase owned the loans
12. That the use of WAMU’s name on the loan documents was a false representation
13. That his loan may have been pledged several times by various parties
14. That multiple payments from multiple parties were likely received by Chase and others on account of the Mains “loan” but were never accounted for to the investors whose money was being used as though it was the Banks themselves who were funding originations and a acquisitions of loans
15. That the industry practice was to reap multiple payments on the same loan — and the foreclose as though there was balance due when in fact the balance claimed was entirely incorrect
16. That the investors were defrauded and that foreclosure was part of the fraudulent scheme
17. That Mains name and identity was used without his consent to justify numerous illegal transactions in which the banks repeated huge profits
18. That neither WAMU nor Chase had any rights to collect money from Mains
19. That Citi had no right to enforce a loan it did not own and had no authority to represent the owner(s) of the loan
20. That the modification procedures adopted by the Banks were used intentionally to force the borrower into the illusions a default
21. That Sheila Bair, Chairman of the FDIC, said that Chase and other banks used HAMP modifications as “a kind of predatory lending program.”
22. That Mains stopped making payments when he discovered that there was no known or identified creditor.
23. The despite stopping payments, his loan balance went down, according to statements sent to him.
24. That Chase has routinely violated the terms of consent judgments and settlements with respect to the processing of payments and the filing of foreclosures.
25. That the affidavits filed by persons purportedly representing Chase were neither true nor based upon personal knowledge
26. That the note and mortgage are void from the start.
27. That Mains has found “incontrovertible evidence of fraud, forgery and possibly backdating as well.” (referring to Chase)
28. That the law firms suborned perjury and intentionally made misrepresentations to the Court
29. That Cynthia Riley “is one overwhelmingly productive and multi-talented bank officer. Apparently she was even capable of endorsing hundreds of loan documents a day, and in Mains’ case, even after she was no longer employed by Washington Mutual Bank. [Mains cites to deposition of Riley in JPM Morgan Chase v Orazco Case no 29997 CA, 11th Judicial Circuit, Florida.
30 That Cynthia Riley was laid off in November 2006 and never again employed as a note review examiner by WAMU nor at JP Morgan Chase.
30. That LPS (now Black Knight) owns and operates LPS Desktop Software, which was used to create false documents to be executed by LPS employees for recording in the Offices of the Indiana County recorder.
31. That the false documents in the mains case were created by LPS employee Jodi Sobotta and signed by her with no authority to do so.
32. Neither the notary nor the LPS employee had any real documents nor knowledge when they signed and notarized the documents used against Mains.
33. Chase and its lawyer pursued the foreclosure with full knowledge that the assignment was fraudulent and forged.
34. That LPS was established as an intermediary to provide “plausible deniability” to Chase and others who used LPS.
35. That the law firms also represented LPS in a blatant conflict of interest and with knowledge of LPS fraud and forgery.
Some Quotes form the Complaint:
“Mains perspective on this case is a rather unique one, as Main is an employee of the FDIC (hereinafter, FDIC) who worked in the Dallas field office of the FDIC in the Division of Resolutions and Receiverships (hereinafter DRR), said division which was the one responsible for closing WAMU and acting as its receiver. Mains worked with one Robert Schoppe in his division, whom the defendant Chase Bank often cites to when pulling out an affidavit Robert signed. This affidavit states that Chase Bank had purchased “certain assets and liabilities” of WAMU in the purchase transaction from the FDIC as receiver for WAMU in 2008. Chase Bank uses this affidavit ad museum to convince the court system in foreclosure cases that this affidavit somehow proves that Chase Bank purchased “every conceivable asset” of WAMU, so it must have standing in all cases involving homeowner loans originated through WAMU, or to put it simply that this proves Chase became a holder with rights to enforce or a holder in due course of the loan as defined by the Uniform Commercial Code. Antithetically, when it wants to sue the FDIC for a billion dollars… due to mounting expenses from the WAMU purchase transaction, it complains that the purchase agreement it signed didn’t really entail the purchase of “every asset and liability” of WAMU… Chase Bank claims this when it is to their advantage in a lawsuit to do so.
Mains worked as team leader in the DRR Dallas field office
[The] violation of REMIC trust rules occurred because the entities involved, for reasons of control, speed of transaction, and to hide what they were actually doing with the investors money
Unfortunately for the investors, many of the banks involved in the securitization process (like Wahoo) failed to perform the securitizations properly, hence as mentioned above, the securitizations were botched and ineffective as to passing ownership of the notes or underlying collateral. The loans purchased were not purchased THROUGH the REMIC. … The REMIC trust entity must be the one actually purchasing the mortgages directly.
This violation of REMIC trust rules occurred because the entities involved, for reasons of control, speed of transaction, and to hide what they were actually doing with the investors funds once received, held the investor funds in the “lender” banks owned subsidiary accounts, instead of funding the REMIC trusts with the money so that the trust could then purchase the loan from the “lender”, making it an actual buy and sell transaction.”
--------------------
Zitatende
MfG.L:)
Zitat kenwalker:
Maybe Mr Mains is not a disgruntled/resentful employee
I believe his reasons are the ones he exposes in his Federal Complaint
(Übersetzung:Vielleicht ist Herr Mains nicht verärgert/verärgert-Mitarbeiter, wie, den ich glaube, seine Gründe sind, die er in seiner Bundesrepublik Beschwerde offenlegt)
https://livinglies.files.wordpress.com/2015/03/...deral-complaint.pdf
ps:
No. 10A04-1309-MF-450
http://www.in.gov/judiciary/opinions/pdf/08041401jss.pdf
https://works.bepress.com/cgi/...704&context=seth_barrett_tillman
" ... My degrees are from the College of the University of Chicago and from Harvard Law School.
I have given lectures or addressed faculty at: Campbell University School of Law,
University of Chicago Law School Legal Studies Workshop, Thomas Jefferson School of Law,
Lincoln Memorial University -- Duncan School of Law, Loyola University of Chicago Law
School Fourth Annual Constitutional Law Colloquium, Marquette University Law School, New
York University School of Law, Northwestern University School of Law Legal Scholarship
Workshop, Quinnipiac University School of Law, Wayne State University Law School, Widener
University School of Law, Roger Williams University School of Law, and the International
Commission for the History of Representative & Parliamentary Institutions. I have a
current invitation to speak at: Trinity College Dublin's Law Faculty. ..." ) }
.. this is the resume of someone that decided not to pay his mortgage? More here than meets the eye. I started and have yet to read more than the first few pages but it is something I do intend to read when I get the time
(Übersetzung: .. ist das der Lebenslauf von jemand, das nicht beschlossen, seine Hypothek zu bezahlen? Hier mehr als man denkt. Ich begann und haben noch um mehr als die ersten paar Seiten, aber es ist etwas, was ich vorhabe zu lesen, wenn ich die Zeit dazu)
--------------------------------------------------
Zitatende
MfG.L:)
Zitat sunshinevibrations:
we did not acquire the assets or liabilities of the bank’s holding company"
To me, this sounds like affirmation/confirmation of the premise that WMI assets were not part of the seizure/sale of WMB. Is it not?
If it is, doesn't it confirm the "R" theory that all of the WMI assets will have been set aside and will be returned?
From JPM's message to shareholders for 2009:
http://files.shareholder.com/downloads/ONE/...ter_to_shareholders.pdf
(interessant S e i t e 10 ! )
---------------------
Zitat :
"Importantly, we did not acquire the assets or liabilities
of the bank’s holding company or assume the $14
billion of senior unsecured debt and subordinated
debt of Washington Mutual’s banks."
Zitatende
-------------------
Zitat CSNY:
All financial assets were turned over to JPM for administration/servicing. Among other things, a goal of the final accounting was to determine which entity owned what. Anything owned by WMI or any non-banking subsidiary was not sold to JPM and must be returned (or its proceeds) to the R as R never had jurisdiction over it.
As for WMBfsb property, the R exerted authority over it, but it its assets were not sold to JPM.
WMB property could and was administered and any proceeds will be returned to the R and the residue of same may be available to the LT.
--------------------
Zitat kinged:
So, remember, JPM did not take on the $14 billion in debt at WMB level nor did it take on the $7 billion in debt at the WMI holding company level. Assuming that WMI only had about $4 billion in cash as assets, this would mean that JPM did not take on about $17 billion in net debt.
If WMI/WMB in whole was worth ZERO at the time of seizure, then JPM received $17 billion in value with the removal of the net debt for $1.9 billion. That is one hell of a deal. Wait, they got much more. Servicing rights. Banking locations and customers all over the place. Discounted assets that have recovered over time. So, one could argue that $1.9 billion has gotten JPM TENS and TENS of billions in value. Unbelievable. JPM market cap is now $228 BILLION! Maybe they did get the whole kit and kaboodle.
If WMI/WMB had a net value of $24 billion ($32b-$8b) at time of seizure and you add back the $17 billion (that JPM did not take on in net debt), you have JPM getting $41 billion in value for a mere $1.9 billion. If you include the other things mentioned above and consider the market recovery, JPM could ultimately book a much higher gain for that minimal payment.
I have not seen any PR that JPM has paid more to the FDIC-R in the closing of the P&A agreement. Of course, I have not seen a PR that the P&A has closed either. Is their one? I have not seen any accounting of what they did receive as far as mortgage assets and other items not clearly identified in the original agreement.
So, here is the big question. Let's say that there were $150 billion in mortgages that JPM did not get. Let's say that WMI held ownership interest in only $50 billion of those with the other $100 billion of this group owed to other interests. Then, let's say that the recovery of this $50 billion is only 50 cents on the dollar and that this $25 billion recovery must also be used to pay off $15 billion in other claims from investors due to losses as well as the FDIC expenses. That still could leave $10 billion for WMI-LT in cash and unliquidated form. Is this plausible, possible, or even likely?
Looking at the initial numbers above, JPM could not have received everything. Otherwise, WMI would have a huge claim based on FDIC-R not getting proper value for its assets in the seizure. The terminology regarding this has been posted before. If JPM did not get everything which would be more likely based on the facts that have surfaced about them not getting all of the mortgage assets, then it makes sense that there is value left somewhere. The value of these remaining assets must go to somebody. It has been argued that WMI still held ownership interest in these mortgages in different forms. This could include mortgages held in their own portfolio, mortgages packaged but not yet sold, and mortgages that were packaged and sold where WMI retained an ownership position in the asset.
Sure seems like there is a very possible path for a recovery coming to the WMI-LT from the FDIC-R when you consider all of the information and facts that we have to work with here.
--------------------
Zitat lastlucidthought:
Yeah, I don't believe that at all.
WMI holding company assets were transferred. That transfer was then litigated through the bankruptcy. In the end, WMI gave up the fight for the WMI holding company assets when it agreed to the GSA. The GSA was forwarded and successful because the senior creditors wanted it, and the judge saw that as a better result than letting the estate sue the FDIC for illegal taking, or fraudulent conveyance, or failure to maximize return, or whichever case had the best chance for us. WMI holding company assets are gone, they're not coming back.
WMBfsb was a wholly owned subsidiary of WMB and as such was sold with WMB.
More personally, I don't believe I'll ever convince you of the wrongness of your arguments, and you haven't put forward any compelling evidence to convince me your arguments have merit. You seem to believe that repeating yourself over and over again will win our hearts, if not our minds. I cannot compete with you on zeal for your arguments, because while I think mine are true, they are ugly and hard to hold. So in the end, while I don't believe you, I won't spend any more breath than necessary. I'll only point out faults where they are visible and obvious.
But I do wish you would be more pragmatic in your arguments. They really feel like desperate attempts to recapture lost causes
---------------------
Zitat CSNY:
There was no litigation over R financial assets because the R refused to recognize the bankruptcy court's jurisdiction. (Of course, some WMI assets came out of the estate: e.g., artwork, aircraft, corporate headquarters, etc., all non-financial assets.) Even if Walrath had been inclined to fight this legal gray area, the R would have litigated the matter to the U.S. Supreme Court.
The R told the judge where to go and she refused to get into a fight with it. Whatever was in the receivership would remain unknown until the R decided to release information.
The foregoing worked for the SNs; with the aid of WMI/Rosen/A&M they teased out just enough value to move the firewall to the Hs. We all know how that turned out.
It is my expectation (which I think is supported by Schoppe's appearance @ A&M) is the R will simply hand over assets belonging to WMI with no apology and (if liquidated) with whatever interest is mandated by law.
Your heart/mind, whatever, are your own business; I'm unconcerned about your thoughts and if you don't like what I write you can put me on 'ignore'. I promise, I'm doing as much for you.
-------------------
Zitat mdavis9439:
WMBFSB wasn't a sub of WMB. It was a sub of Pike Street Holdings. Pike Street Holdings was a sub of WMB. According to PSA, JPM purchased the bank and all of its assets and assets of the bank's subs are not considered to be assets of the bank. JPM had to merge with the FSB.
-------------------
Zitat kinged:
I have indicated multiple times that the WMI estate was only able to argue for return of assets that were actually transferred to JPM that belonged to WMI. Totally agree that any assets taken from WMI that were still sitting with FDIC-R were outside of BK jurisdiction and that WMI had no way of getting back these assets within the BK. The seizure legally allowed this to happen and the way WMI estate was going to get back those assets was to let the system run its course according to FDIC-R procedures.
It has been questioned as to who owned the mortgage assets (WMB versus WMI), what "value" was still held by WMB or WMI versus outside investors, whether those assets became the property of JPM, and the ultimate value of those assets. Since it has come to light that JPM did not get at least some of the mortgage assets, the ownership and value questions still remain.
---------------------
Zitat lastlucidthought:
I don't remember it that way at all. FDIC was in the courtroom, and while they were bullies I don't think that Judge Walrath was cowed by them at all. If WMI Holding company had a financial backer that would have supported litigation to the supreme court, I think Judge Walrath would have loved to let us have it out. In the end it was our lack of a plaintiff with enough money to see litigation to it's end that doomed us, not the FDIC's intransigence.
Furthermore the only thing left in the FDIC-R's account for WMB is what's been paid by JPM ($1.9B) and WMI through our tax returns. Any actual bank or holding company assets are JPM's to administer now.
I won't ignore you, heck, I even wish you were right. I just wish you had something better behind your arguments than inference and things left unsaid.
--------------------
Zitat CSNY:
It's not possible; the evidence is hidden in the R's, JPM's, and the auditors' computer systems. The only person on our side who has information is Robert Schoppe, and he isn't talking -- to you and me, at least.
--------------------
Zitat doo_dilettante:
Pike Street was founded and inserted in 2008 so that they didn't have to consolidate WMB fsb's numbers. WMI management knew that there was a storm brewing....
And so far there are no details on the Bank Merger Agreement between JPM and WMB fsb. What was/is the purchase price?!
-------------------
Zitat CSNY:
To be revealed. Schoppe would have some very interesting information.
--------------------------------------------------
Zitatende
MfG.L:)