WMIH + Cooper Info
Zitat:
nd Entity Information 9 Months Ended
Sep. 30, 2014 Nov. 05, 2014
Document And Entity Information [Abstract]
Document Type 10-Q
Amendment Flag false
Document Period End Date Sep. 30, 2014
Document Fiscal Year Focus 2014
Document Fiscal Period Focus Q3
Trading Symbol WMIH
Entity Registrant Name WMI HOLDINGS CORP.
Entity Central Index Key 0000933136
Current Fiscal Year End Date --12-31
Entity Filer Category Accelerated Filer
Entity Common Stock, Shares Outstanding 202,343,245
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MfG.L:)
ZItat govinsider:
Judge Boyle, this one's for you!
Failed NC Bank Execs Granted Summary Judgment on All FDIC Claims
Finally, one who called the FDIC out for what it is. Told them in no uncertain words, that if you were the ones encouraging the loans and overseeing the regulators, how the hell can you sue them for their behavior.
"In sum, the FDIC claims that defendants were not only more prescient than the nation's most trusted bank regulators and economists, but that they disregarded their own foresight of the coming crisis in favor of making risky loans. Such an assertion is wholly implausible. The surrounding facts, and public statements of economists and leaders such as Henry Paulson and Ben Bernanke belie FDIC's position here. It appears that the only factor between defendants being sued for millions of dollars and receiving millions of dollars in assistance from the government is that Cooperative was not considered to be "too big to fail."
http://www.dandodiary.com/wp-content/uploads/...aryJudgmentOrder1.pdf
"Judge Boyle concluded saying that for big banks to be forgiven for their role in the financial crisis because of their size while the directors and officers of small banks are pursued for monetary compensation “is unfortunate if not outright unjust.”
http://www.dandodiary.com/
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Zitat eljuez:
Great get, Gov. Finally, a judge with cojones to tell the truth. I'm sending thus guy an "atta' boy" email. Muchas gracias.
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Zitat kenwalker:
"However, the Court will briefly discuss the FDIC's claim that the "Great Recession" was not only foreseeable, but was actually foreseen by the defendants.[DE 98 at 24]. The Court discusses this claim only due to the absurdity of the FDIC's position."
Think about that for a minute.
First off, the FDIC is claiming that these officers / directors of a relative small bank not only saw the "Great Recession" train wreck coming but they then bought tickets to be a part of that train wreck.
Second, think about FDIC's position as banking's watchdog regulator. If a couple of officers / directors at a small NC bank should have seen it coming, as watchdog / regulator where was the FDIC?
Third, FDIC position as an insurer. That train ( the one the officers / directors should have seen the wreck coming ) was insured by FDIC. Blazing Saddles where the new black sheriff holds himself hostage comes to mind. Something that stupid only works in the movies.
Thanks Gov for insight as to who we are dealing with, their grasp on reality, and their inability to "think" fair where their self serving intrest is concerned.
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Zitat Scott Fox:
Hope the FDIC-R operates a little different. At least they have guidelines to follow. We shall see how they react.
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Zitat govinsider:
If you didn't deep dive into the D&O Article ( Failed NC Bank Execs Granted Summary Judgment on All FDIC Claims By Kevin LaCroix on September 16, 2014 ), its a good write-up along with a good summary linked by the law firm Alston & Bird LLP’s
http://www.alston.com/files/Publication/...s-and-officers-9-15-14.pdf
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Zitat patience360_han:
Very interesting read. Thanks gov. Finally, a straight shooter who can see, and pointed out as well the root injustice: "It appears that the only factor between defendants being sued for millions of dollars and receiving millions of dollars in assistance from the government is that Cooperative was not considered to be "too big to fail." ... Taking the position that a big bank's directors and officers should be forgiven for failure due to its size and an unpredictable economic catastrophe while aggressively pursuing monetary compensation from a small bank's directors and officers is unfortunate if not outright unjust. " I'm afraid this judgement (of against government picking winners and losers) is coming too late for us. Ironically, it may not even be helpful for us in LT vs. D&O either. I'm pessimistic.
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Zitat dixdeau:
Sorry, the suit by employees who want full compensation per claimed contractual obligation of WMB was sent to another jurisdiction by Judge Walrath in order to fulfill the exhaustion of all other venues requirement. That suit was ordered back to Delaware from the Western Washington venue.
The FDIC had a finite time to challenge that order of referral. The time to respond has elapsed and with the consent of WMILT been allowed to be extended multiple times.
The above parallels the D&O insurers case in bouncing from court to court I thought you might have been interested.
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ZItat govinsider zu User eljuez:
We have yet another - kudos to OTIS D. WRIGHT, II UNITED STATES DISTRICT JUDGE
http://www.courthousenews.com/2014/11/18/JPMorgan%20Chase.pdf
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ZItat jaysenese:
There is background on gov's link below. It looks like Chase had won Round 1 of this battle, but Los Angeles re-filed it's complaint (after withdrawing references to old Washington Mutual issues).
http://www.bloomberg.com/news/2014-08-06/...es-bias-lending-case.html
"JPMorgan Chase & Co. won dismissal of claims by Los Angeles accusing the bank’s Washington Mutual unit of targeting minority borrowers with predatory loans, while a judge said the allegations could be refiled against the parent company.
U.S. District Judge Otis Wright in Los Angeles ruled that while claims related to Washington Mutual Inc. were barred, the city could revise the lawsuit to focus on Chase’s lending practices during and after JPMorgan bought WaMu in 2008. The city lumped Chase and WaMu loan information together in the original complaint and has 21 days to refile the lawsuit focusing on non-WaMu loans, Wright said."
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Zitatende
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=6527.msg83758#msg83758
Zitat jaysenese:
(8-BALL) Please note this is an 8-BALL discussion, and makes many assumptions. I did a great deal of rounding and guesswork, and there is great potential for human error in this work. Moreover, as we all know, the bids and asks we see on AStocks' screen are not necessarily the actual best bids or best offers, etc, etc, etc. For example, when CRTC was the only offer at a price and stock traded at that price, I assumed the seller was CRTC. If CRTC was sharing the ask with other market makers (usually 1 other, sometimes as many as 4 others at the same price) I assumed that CRTC participated 1/3 of the time as a seller.
However, I believe I can show that CRTC is an effective blocker and supplier of downward pressure on the stock in recent weeks, far in excess of the actual shares being sold by CRTC.
Background: I noted recently that CRTC, who spent most of the summer on the BID side of our market as a buyer, recently began showing up regularly on the ASK side as a seller.
I reviewed the daily videos prepared by AStocks and took notes on what I saw. It appears that on October 20 CRTC first appeared with stock for sale, and they have participated almost daily since then, for most of the trading day.
Total Trading Minutes CRTC Shares Traded Minutes CRTC Shares Traded Total
Minutes Low Bid Alone At Ask Price Low Bid w/ Others At Ask Price Volume
10/20 390 30 100 60 100 129,000
10/21 390 100 2200 170 2800 89,000
10/22 390 0 0 40 100 49,000
10/23 390 0 0 30 0 86,000
10/24 390 0 0 240 2200 39,000
10/27 390 110 30800 0 0 126,000
10/28 390 30 100 190 27100 129,000
10/29 390 0 0 320 0 35,000
10/30 390 0 0 0 0 48,000
10/31 390 0 0 0 0 42,000
11/03 390 - - - - 281,000
11/04 390 10 12000 50 13000 449,000
11/05 390 150 56500 150 33800 231,000
11/06 390 20 1200 120 3300 92,000
11/07 390 0 0 0 0 85,000
11/10 390 - - - - 247,000
11/11 390 0 0 280 9100 33,000
11/12 390 0 0 300 12300 306,000
11/13 390 10 500 60 14000 567,000
11/14 390 0 0 0 0 257,000
Total Trading Minutes: 20 days: 7,800
Trading Minutes on 18 days CRTC participated: 7,000
Approx. Minutes CRTC was offering stock for sale: 6,500 = 93% of the time
Approx. Minutes CRTC had lowest ask price by itself: 460 = 7% of the time
Approx. Minutes CRTC shared lowest ask along with others: 2,010 = 29% of the time
Approx. # shares sold by CRTC in last 20 days: 103,400 + (1/3 of 117,800) = 142,600 shares sold
Summary Points:
1. CRTC appeared as a seller on October 20 and has been selling 18 of the last 20 days.
2. On the days it was trading, CRTC has shown stock for sale about 93% of the time.
3. On the days it was trading, CRTC had the lowest ask price only 36% of the time.
4. Over the last 20 days, I believe CRTC sold approximately 142,600 shares of stock.
5. That 142,600 shares represented just 4% of the 3,220,00 shares traded in last 20 days.
++++++++++++++++++++++++++++++++++++++++++++++++++
So, why is any of this important or interesting?
If you subscribe to the theory that the prolonged slippage in WMIH's stock price is not as much due to knowledgable selling as it is due to frightened selling to knowledgable buyers, then you can take my post and do some (8-BALLing) with my results.
Here are a few things I take as givens:
1. CRTC knows more about the WMIH situation than I do. Kevin Starke, their analyst following our company, goes back to pre-bankruptcy days.
2. CRTC spent all summer supporting the stock price and buying shares on a daily basis.
Then, I start 8-balling:
1. If CRTC really wanted to sell their WMIH position, is this how they would do it? Would you show up every day with an offering of stock, knowing full well that just your presence on the sell side sends a 'sell' signal to people watching the stock closely. No, you would be much more secretive about it.
2. Surely CRTC has more than 142,600 shares to sell (which is the approximate number I believe they sold in the last four weeks). They probably own millions of shares. At this rate it could take them years to sell out their position. They know all the major players in the stock - they could pick up the phone and quietly do a large transaction(s) and be done with it.
3. So, if CRTC isn't really serious about selling shares, why go through this excercise at all? Why waste the time and energy posting stock for sale each day, juggling the price around many times each session, never quite selling shares, just keeping a lid on things?
4. What if CRTC is playing both sides of the market, working as a buyer as well? Every trading day we see shares trade between AStock's bid and asked prices, and we never can figure out who is buying those shares so secretly.
5. Perhaps CRTC is trying to 'shake shares loose'. It isn't costing them many shares - they have only sold around 142,600 shares by my estimation - they could easily have bought 1,000,000 shares of more at the same time on the bid side of the market as retail shareholders got frightened and sold. Sometimes CRTC appears as a bidder, but they could be completing trades without showing up on the L2 screens.
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Zitat iPrelude:
Thanks so much for sharing this Jay, beautiful analysis, sounds reasonable enough, at least to me
Which do you consider a minimum/support pps for WMIH ?
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Zitat jaysenese:
I have absolutely no idea where a support level might be. All that I am convinced of is that CRTC is not trying to sell shares; rather, they are trying to drive the price lower.
You can watch this yourself. It takes about 30 minutes to watch the last 20 days of trading on AStocks' YouTube feeds. Just watch CRTC dance around on the offer side of the market for 18 of the 20 days. On those rare occasions when someone comes in and buys shares from CRTC they raise their offer price higher to stand behind another MM. It is apparent (to me) that this is a company that is trying to f--- things up, not trying to sell shares.
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Another BP member was kind enough to point out the apparent close relationship between WMIH's BOD member Michael Renoff and CRTC's Kevin Starke, as referenced multiple times in the exhibits to the TPS case.
http://wmish.com/docs/10-51387/157.pdf
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(As an aside, I am not suggesting that Michael Renoff is buying or selling WMIH shares through CRTC - that would be forbidden at this time, since Renoff is an insider at WMIH and the company's recent filing of its quarterly report means that insiders would be forbidden from buying or selling shares over this time period.
However, I am suggesting that CRTC / Starke apparently has access to at least one WMIH BOD member (which is one more than I have access to). )
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Zitat CharlienDude:
If CRTC (the firm) wants out of a stock, they would pump it up and raise the price to make their money before the price drops. Remember what they did right before the GSA was announced. They will work it to make profits and I doubt they would be hanging around every day if they had already sold out at a higher price.
Their connection might not be Renoff. They may have their ear to what KKR is doing and what might be going on with their next moves. The guys who make the big money in the market are always a step ahead because of their "research methods".
Thanks, Jay, for taking the time to go back through all the trades. My gut tells me this downward move is temporary and those with more "speculation" knowledge than retailers will be set for an price increase.
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Zitat jaysenese:
If you go back several more weeks, the trading we are seeing is consistent with a buyer (CRTC) trying to build a position and finding stock becoming scarce. Then, my 8-BALL theory suggests, this same buyer decided it wasn't enough to sit patiently and wait for stock to come to you - that simply wasn't happening anymore. Instead, you create a sellilng 'wall' making the stock less attractive to buyers and more threatening to nervous holders.
We know how many shares of WMIH stock was traded in the month of September by CRTC: this number was on the OTCBB site (before they took that site down this weekend) at this URL, although it no longer works:
http://www.otcbb.com/asp/...h=9-1-2014&IMAGE1.x=15&IMAGE1.y=3
We also know that the September number was a big number for CRTC. They traded many more shares in September than they had traded in other months of the year.
For example, in March they traded 117,932 shares; in April they traded 46,200 shares; in September that number leaped to 1,053,682. (These numbers were all reported here on the BP board at the time they became available.)
We also know that virtually every share that CRTC traded in September came at a point in the trading day when CRTC was a bidder to buy stock - CRTC almost never appeared as a seller of shares in September.
My theory: CRTC began buying shares agressively in August into September. You remember when the bid sat every day at 2.75 or 2.70? Most of the time that was CRTC's bid. They positioned themselves on the bid side of the market through most of the trading day and, for much of the time, they were the only broker showing a bid at that time. They were able to gorge themselves on shares for weeks.
My theory: However, shares began to dry up. In mid-September CRTC began a program of walking down the stock price each day, bidding ever lower for shares. They were already established as the 'axe' in the stock, buying up the most shares. In the absence of regular market making activities, the price could effectively be set each day by CRTC traders.
My theory: This new plan worked for a couple of weeks. From mid-to-late September CRTC was lowering its bid on a daily basis; holders were becoming frightened and selling shares into the bid; and CRTC continued to buy up shares, at ever lower prices.
My theory: However, things appeared to change in October. Other buyers were coming in and stepping ahead of CRTC's bid. For weeks that hadn't happened, but now it was happening. You can watch AStocks' video feeds to see this is so. CRTC had walked the share price down so low that they had competition again for buying, and shares simply were not available.
From Astocks videos, here is the trading for the first two weeks of October. Remember, on October 20 CRTC appeared as a SELLER of WMIH shares on the ASK side of the market and they have been there ever since. For all the time leading up to October 20 CRTC had been a BUYER on the BID side.
BELOW: Date / Was CRTC bidding today? / Approximately how many shares did they buy?
10/01 bidding... -0- bought
10/02 NOT bidding
10/03 NOT bidding
10/06 bidding 4,000 bought
10/07 bidding 30,000 bought
10/08 NOT bidding
10/09 NOT bidding
10/10 bidding 21,000 bought
10/13 (feed not available)
10/14 (feed not available)
10/15 bidding... -0- bought
10/16 bidding... 3,000 bought
10/17 NOT bidding
Here is a recap of trading for the first part of October:
There were 13 TRADING DAYS.
AStocks has feeds for 11 of those days - no feed available for 2 days, sorry.
Of the 11 days available, CRTC was a BUYER on the BID side of the market 6 days.
On the 6 days that CRTC was trying to buy shares, I believe they were only able to buy around 58,000 shares. This comes from watching AStocks' video feed and making notes of the times and trades.
SUMMARY of my 8-BALL THEORY:
1. CRTC began to aggressively buy shares in August or so.
2. CRTC had a buying strategy that worked in August into September: sit at the bid and buy every share available. The stock was not moving, there were few other buyers, this worked well for them for several weeks.
3. Volume, however was drying up. WMIH's price was stagnant at 2.70 or so, and daily volume was under 100,000 shares on most days. CRTC was buying shares too slowly, so CRTC became more aggressive in trying to shake shares loose. Rather than sit at 2.70 bid they began to drop their bid price. Sure enough, when the stock fell below 2.70 on September 11, volume tripled as complacent shareholders became frightened and began to sell. Throughout late September the price was dropping every day, with CRTC leading the stock down with ever lower bids. You can watch AStocks' video feeds and see this happening each day.
4. CRTC was successful in buying over 1,000,000 shares in September using this strategy. However, the lower stock price was starting to bring in other buyers, and CRTC was not able to buy as many shares as it wanted. This is shown by the greatly reduced volume of CRTC trades in early October.
5. On October 20, CRTC began a new, more aggressive strategy. It would position itself on the SELL side of the market each day, effectively creating a 'wall' to discourage buyers and coax them into selling. While CRTC does not appear as a bidder during the last four weeks, I believe that CRTC is buying quietly between the bid and ask prices when shares are available, and/or CRTC is placing buy orders through another house, such as NITE or BTIG, in order to buy shares.
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I do not believe the simple 'Occam's Razor' theory (that CRTC wanted to buy shares in August and September at 2.70, but changed its mind and wanted to sell shares below $2.00 in October) is accurate here. As CharlienDude said above, this is not how CRTC would do a sale if they actually wanted to sell shares.
All IMO!
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Zitatende
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=6540.msg84084#msg84084
Zitat govinsider:
"Trial Balance Sheets" provided to potential bidders with P&A pkg.
(file too larget to post) Admin assist?
https://www.boardpost.net/forum/...=dlattach;topic=6540.0;attach=1415
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Zitatende
MfG.L:)
Some reasons to be optimistic about WMIH....
Zitat investorwad:
After being off the board for seven months, there seems now to be a distinct lack of enthusiasm for WMIH which is understandable after another year and PPS drop on no news. Basing enthusiasm only on what WMIH has released and not counting on magic dates, throwing around big PPS numbers without accompanying data, or worrying about imaginary foes who will cut us short, there is reason to be hopeful and hold/buy.
-The AAOC facility and KKR PIK are indeed debt that will be repaid, but most companies have debt and provided the proceeds remain on the balance sheet or are used to acquire assets it's not necessarily a bad thing. KKR's PIK can also be repaid in equity rather than cash. I believe we'll use debt, Warrant proceeds, and cash for the first acquisition and see the equity offering filed later. Just buying something even for around $300M will tell us a great deal and WMIH will likely finally reveal the "plan". Unless we see a filing for the equity offering before acquisition news (or within), the baby step scenario seems plausible as it will provided a basis to sell the equity offering along with the grand plan.
-The $1B equity offering described in the IA is $500M KKR and $500M from other sources is highly likely common, which is partially why I believe we'll take the initial step above first and then have something to "sell" to KKR and the others to participate in the offering. Obviously we want the offering to go be sold as high as practical and remember the whole $1B doesn't have to go off all at once so subsequent offerings could go higher as the business and plan unfold.
-Even though the IRC and Treasury appear to have closed all the NOL trafficking loopholes after 40ish years of enforcement which quashes all the quick NOL monetization magic scenarios and dates, they are still valuable once we have taxable income to offset and we'll operate tax exempt for many years. Hard to see this as a negative even if we never exhaust them all.
-KKR as majority shareholder and BOD participant provides expertise our BOD lacks and even if they are present to simply babysit their investment, we are protected as are they. KKR will also have access to proven management talent in the event our target requires.
-A NASDAQ listing seems probable based on the KKR IA and upon first acquisition we'll certainly qualify even if we take an initial smallish step. I believe this because it seems impractical to assume we can sell an equity offering while on the OTC.
Once the initial news breaks of an acquisition, we'll also see how we raised the cash, and likely have a much clearer picture of what's to come. Even with no magic involved, it's going to be a great day and give us much fodder for discussion. Looking forward to it.
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Zitat deekshant:
Thanks Investowad, I agree someone not retail put in money for a reason. There is no reason to be negative. My concern is the reason for the delay. Hopefully, wouldn't be disappointed
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Zitat investorwad:
Deek, the reason for the delay is highly likely what WMIH has told us and that is still kicking tires. This is one of the worst buyer environments due to easy money and competition from competitors scooping up businesses and I recently heard on CNBC that there are 5,000 private equity firms out there. KKR gives us credibility that a transaction can be funded/closed, but this is within the guidelines of the IA. The clock is ticking on the AAOC debt as well as the IA timeframes and it has become clear why we saw three years timeframes for something to happen. This takes time if done correctly and sellers of profitable companies usually have multiple suitors.
Some of the other reasons sited for the delay are:
-Waiting for the three year period to be completely free from 382.
-Waiting for Jan 1, 2015 so KKR doesn't have too high a tax burden on exercising their options.
-Waiting for billions to come from the LT so maybe we don't have to buy a business or can buy a much larger one.
Everything WMIH has told us and is documented in the IA screams that we will be buying a profitable business with resources contained within the IA. Why some keep coming up with magic rolling dates and scenarios that simply doesn't fit is amazing unless they're just making things up.
I think we'll be just fine if WMIH actually does what they've been telling us. If something unexpected happens or changes above what they've said, well, all the better. Until that happens, all we really have to go on is what they say and do.
We are a few months away from the AAOC facility expiring and we can't just tap it without an AAOC approved merger. If we want to keep it, we'll do a transaction prior and if not, things are going to change.
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Zitatende
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=6568.msg84573#msg84573
Zitat Nightdaytrader9:
This is an interesting document... I don't remember seeing it before.. Basically, FDIC is granting Wells Fargo "Limited power of Attorney" to act in its Receivership capacity as Receiver for Washington Mutual Bank.
Also, look at FDIC footer, "Limited Power of Attorney: Wells Fargo/FDIC as Receiver for Washington Mutual Bank".... January 2009http://www.pottco.org/deed_pdf/2009/1/6/3/2009-16355.pdf
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Zitat WithCatz:
Your title is misleading.
It's FDIC as receiver for the bank.
They are subrogating to Wells Fargo as trustee/subsequent owner (or servicing trustee) of that particular mortgage.
It is NOT saying, (nor does it word that way) that "Wells Fargo, receiver of Washington Mutual Bank"
Nope. Doesn't say that.
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Zitat Nightdaytrader9:
Catz, this FDIC-WFC agreement also isn't for a "particular mortgage" as you stated.. This was a 2 year timeframe where WFC has authority to act for FDIC. Just read sections below:
3. .......
"FDIC further grants to each Individual full power and authority to do and perform all acts necessary to carry into effect the powers granted by or under this limited power of attorney as fully as FDIC might or could do with the same validity as if all and every such act had been herein particularly stated, expressed and especially provided for."
"This Limited Power of Attorney shall be effective December 19, 2008, and shall continue in full force and effect through Dec 19, 2010, unless otherwise terminated by any official of the FDIC authorized to do so by the Board of Directors."
ND9
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Zitat WithCatz:
It was filed in a particular county, for a $25 fee, for a particular mortgage.
Read the last page of the PDF. Has the tax/recording stamp on it.
Regardless, it's what it says it is. Nothing more. That Wells Fargo has the right to act on the mortgage, as the trustee holder -- and that mortgage was obtained by the FDIC under statutory powers.
It's not a mystery. Nor all that unusual. I'm sure we have thousands of filings across the country like it.
It comes down to the fact folks don't understand how mortgages work at the bank-level. That they are bought/sold. Servicing rights are separate from "beneficial ownership", and the whole "assigns or heirs" language you sign are all about that.
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Zitat xfidfed1:
As evidenced by the following mortgage foreclosure case, the agreement between the FDIC and Wells Fargo appears to have been extended past the aforementioned December 19, 2010 expiration date:
In Wells Fargo, N.A. v Sonia-Anne Byers, No. 13AP-767, In The Court Of Appeals Of Ohio Tenth Appellate District:
“On November 4, 2011, the Federal Deposit Insurance Corporation, as Receiver for Washington Mutual Bank, f/k/a Washington Mutual Bank, F.A.,,successor by merger to BU, assigned the mortgage to Wells Fargo via a ‘Corporate Assignment of Mortgage’ “. (See page 2, Section 4)
http://www.supremecourt.ohio.gov/rod/docs/pdf/10/...014-ohio-3303.pdf
Now the question in my mind is why the FDIC would still be involved with this mortgage three-plus years after the “purchase” of the WAMU loan portfolio by JPMC ?
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Zitatende
MfG.L:)
As The BK Winds Down and WMIH Begins to Move Forward
Zitat azcowboy:
Remember, it is important to think about, how we got here to this point in time'
... When Mike W and the S&G law firm ultimately became successful within their efforts to save equity, The now obvious, achieved denial of Plan 6 ... July 2011, ... and now the obvious approval of Plan 7, with our inclusion' (equity's) ... it angered many to a level most of us can not even comprehend' ... the constant ... "bash" ... of the future returns of the trust markers, experienced on many information forums, ... has been IMO, a concerted effort and quest of the angry ones to diminish the work of Mike, and the S&G Law Firms representation ... AAOC and their accusations were exposed to the public' within multiple press releases ... everyone saw and heard what was attempted by them ...
... To diminish their' work, equity's presentation, that has already been accomplished, again, has a direct relationship to the current and future of WMIH', the new company ... In my opinion, they are connected somehow ... the debtors estate, equitys trust markers, and WMIH, the newco ...
... within all of my readings and study over the last few years, ... there was always one thing constantly in the back of my mind ... as Mike & S&G's accomplishments became apparent, it was obvious that their success, meant the obvious failure of many ... from Weil to AAOC, JPMorgan etc etc and the list is long' ... remember, I believe, this whole corporate theft, had been planned a very long time before the Sept 2008 seizure ...
Again, Mikes success, and the success of the S&G Law Firm, ... angered many' ... since their success meant the failure of others ... there still are many angry people' ... either by association or by their own poor decisions made' as this unfolds'
Good Luck to All as we move forward'
AZ
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Zitatende
MfG.L:)
Zitat:
http://otcshortreport.com/...?index=WMIH&action=view#.UtlJWuWIVFn
Historical Short Selling Data For WMIHDate VolShorted High Low Close ShortVol RegularVol
Dec 09 0% 2.05 2.00 2.01 0 52,900
Dec 08 1.57% 2.05 2.00 2.05 1,300 82,948
Dec 05 9.35% 2.10 2.02 2.03 9,668 103,444
Dec 04 9.10% 2.15 2.04 2.04 6,649 73,051
Dec 03 17.68% 2.30 2.04 2.08 8,972 50,736
Dec 02 49.96% 2.30 2.00 2.00 202,168 404,646
Dec 01 23.31% 2.29 1.93 2.20 88,221 378,520
Nov 28 39.30% 2.05 1.90 2.00 53,460 136,035
Nov 26 23.66% 2.00 1.80 2.00 53,422 225,820
Nov 25 12.55% 1.85 1.78 1.85 17,159 136,676
Nov 24 11.76% 1.84 1.70 1.82 10,800 91,826
Nov 21 42.83% 1.80 1.70 1.74 34,948 81,605
Nov 20 15.89% 1.78 1.70 1.75 21,656 136,323
Nov 19 12.48% 1.80 1.72 1.78 11,275 90,341
Nov 18 27.41% 1.79 1.71 1.75 45,975 167,721
Nov 17 22.85% 1.84 1.62 1.75 52,396 229,261
Nov 14 10.47% 1.85 1.79 1.83 26,801 255,963
Nov 13 35.47% 1.98 1.78 1.90 201,095 566,893
Nov 12 40.07% 1.99 1.95 1.98 122,750 306,375
Nov 11 27.44% 2.00 1.95 2.00 9,000 32,798
Nov 10 29.12% 2.05 1.95 2.00 40,841 140,253
Zitatende
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=6628.msg85662#msg85662
WAHUQ in IRA account? New 2015 IRS Rules Zitat sleepless:
There is a new IRS rule going into effect for the 2015 tax year that could impact people who originally owned WAHUQ (PIERS) shares in an IRA account. The bookkeeping for those shares was taken over at emergence by WMILT, and so the position disappeared from brokerage accounts (or at least it should have). If the PIERS were originally in a brokerage IRA account (traditional or Roth), then in essence the WMILT has become the custodian (or trustee) for what is essentially an IRA account which now holds PIERS LTIs.
This new rule would be relevant for anyone who received an 8/1/2014 cash distribution check from WMILT on account of PIERS which were originally held in an IRA account if this distribution check was made payable to the account owner (i.e. payable to "YourName") and not to your IRA broker (i.e. payable to "BrokerName FBO YourName IRA").
Putting it differently: if you received such check and were able to cash it or deposit it into your personal checking account, and if the check were on account of WAHUQ (PIERS) shares originally in an IRA account, then you should be concerned about the new IRS rule going into effect 1/1/2015.
There are two main ways to move cash from one IRA to another IRA of the same type (tIRA>tIRA, or rIRA>rIRA), neither of which results in tax liability if done correctly:
(1) "direct transfer" (aka "trustee-to-trustee transfer"), in which the account owner (you) never takes possession of the cash;
(2) "60-day rollover", in which the account owner (you) takes temporary possession of the cash, but then gets the same amount of cash deposited into another IRA account of the same type within 60 days.
(In common use, both (1) and (2) are often called "rollovers", but in IRS-speak only the latter is a "rollover")
For that 8/1/2014 cash distribution from WMILT on account of PIERS originally in an IRA account, people who received a check payable to "YourName" and didn't want any tax liability should have done a 60-day rollover (that's what I had to do): deposit the check in my personal checking account, wait for it to clear, then write a personal check to my IRA broker for deposit into the IRA account in which the WAHUQ shares originally resided (and make sure the broker coded the deposit as a "60-day rollover" and not a tax year contribution or something else).
Here's the potential problem due to the new IRS rule about 60-day rollovers: starting 1/1/2015, the new IRS rule says that, regardless of how many IRA accounts a person has, only one 60-day rollover is allowed per tax year per person (this is a change from 2014 and before). If you do two 60-day rollovers in 2015, the second one will not be free of tax liabilities.
Possible problems due to the new rollover rule in the IRS' own words:
"Tax consequences of the one-rollover-per-year limit
Beginning in 2015, if you receive a distribution from an IRA of previously untaxed amounts:
-- you must include the amounts in gross income if you made an IRA-to-IRA rollover in the preceding 12 months (unless the transition rule above applies), and
-- you may be subject to the 10% early withdrawal tax on the amounts you include in gross income.
Additionally, if you pay the distributed amounts into another (or the same) IRA, the amounts may be:
-- treated as an excess contribution, and
-- taxed at 6% per year as long as they remain in the IRA."
You can read more about this in the attached PDF "Application of One-Per-Year Limit on IRA Rollovers Announcement 2014-32"
So how could this new-for-2015 rollover limitation rule affect someone with PIERS LTIs which arose from WAHUQ shares originally held in an IRA account? If there are two (or more) cash distributions from WMILT in 2015 and the checks are payable to "YourName", so that you have to do a 60-day rollover to get the cash into the brokerage IRA account, then you have violated the new "one-rollover-per-year" rule and will be subject to the penalties described above.
What can be done about this? The obvious answer is to change things so that 2015 cash distributions are made as "direct transfers" rather than "60-day rollovers", because, as the IRS points out, there are no restrictions on the number of "direct transfers" a person can do in a single tax year.
So... I contacted WMILT about this issue and asked why the PIERS cash distributions are made by check, whereas the RONs were distributed directly to the broker (via DTC). Why can't the cash distributions be sent right to brokers via DTC as well? The answer didn't really explain the why, just that it cannot be done.
So now what? The key for me was reading the last sentence in the IRS Announcement attached here as a PDF: "IRA trustees can accomplish a trustee-to-trustee transfer by transferring amounts directly from one IRA to another orby providing the IRA owner with a check made payable to the receiving IRA trustee."
That red text basically says that if the IRA account owner cannot take possession of the cash, because the check is not made out to the account owner, then the check, once deposited into the "receiving" IRA account, will represent a "direct transfer" (aka "trustee-to-trustee transfer") and not a "60-day rollover". And because there is no limit on the number of "direct transfers" per year one is allowed, there is no problem.
So... I checked with my broker to find out how the check would need to be made out so that the broker could accept the check directly (forwarded on by me) for deposit into my IRA, and I was told that the check would need to be made payable to "BrokerName FBO MyName Roth IRA". Please note that your broker might require a different format!
So then... I contacted WMILT again and asked how I could update my PIERS LTI account related to IRA so that the next checks would be made payable to "BrokerName FBO MyName Roth IRA" and thus able to be accepted directly by my IRA broker. I was told all I had to do was email WMILT with my current PIERS LTI account details (name, address, WMILT account numbers), and with the new name I wanted on the account (i.e. "BrokerName FBO MyName Roth IRA"). I did that and within one hour I received confirmation from WMILT that the change had been made.
So now... I feel confident that even if there are two cash distributions in 2015 on account of my IRA-related PIERS LTIs, I won't run afoul of the new IRS rollover rules. When there is a cash distribution from WMILT, the check should still be sent to my home, but it should be made payable to "BrokerName FBO MyName Roth IRA" so that I can just pop it into a new envelope and send it off to my broker for deposit into my IRA account there, thus completing a trustee-to-trustee transfer. If I get another distribution check in 2015, I will do the same thing again and know that I'm not in violation of the new IRS rollover rules.
If you have an IRA account in this situation, you should contact both your IRA custodian and the WMILT before taking any action.
And finally... for those thinking "who cares, I didn't own any PIERS", what about when equity LTIs come into all that money that AzBop are promising? If your old equity shares were held in an IRA account, you will be facing the same issue, so you might want to bookmark this post for future reference. ++++++++++++++++++++++++++++++++++++++++++++++++++ https://www.boardpost.net/forum/...=dlattach;topic=6628.0;attach=1448
Zitat:
Announcement 2014-32
This announcement is a follow-up to Announcement 2014-15, 2014-16 I.R.B. 973, addressing the application to Individual Retirement Accounts and Individual Retirement Annuities (collectively, “IRAs”) of the one-rollover-per-year limitation of § 408(d)(3)(B) of the Internal Revenue Code.
Section 408(d)(3)(A)(i) provides generally that any amount distributed from an IRA will not be included in the gross income of the distributee to the extent the amount is paid into an IRA for the benefit of the distributee no later than 60 days after the distributee receives the distribution (often referred to as a “60-day rollover”). Section 408(d)(3)(B) provides that an individual is permitted to make only one nontaxable 60- day rollover between IRAs in any 1-year period. As discussed in Announcement 2014- 15, Proposed Regulation § 1.408-4(b)(4)(ii) and IRS Publication 590, Individual Retirement Arrangements (IRAs), provided that the one-rollover-per-year limitation was applied on an IRA-by-IRA basis. However, the Tax Court in Bobrow v. Commissioner, T.C. Memo. 2014-21, held that the limitation applies on an aggregate basis, meaning that an individual could not make more than one nontaxable 60-day rollover within each 1-year period even if the rollovers involved different IRAs. In Announcement 2014-15, the IRS indicated that it anticipated following the interpretation of § 408(d)(3)(B) in Bobrow, and accordingly that it would withdraw the proposed regulation and revise Publication 590 to the extent needed to follow that interpretation, but that it would not apply the Bobrow interpretation of § 408(d)(3)(B) before 2015. Consistent with Announcement 2014-15, Proposed Regulation § 1.408-4(b)(4)(ii) was withdrawn on July 11, 2014 (79 FR 40031), and subsequent relevant IRS publications (including new Publication 590-A, “Contributions to Individual Retirement Arrangements (IRAs)”) will reflect the Bobrow interpretation of § 408(d)(3)(B).
This announcement is intended to address certain concerns that have arisen since the release of Announcement 2014-15. The IRS will apply the Bobrow interpretation of § 408(d)(3)(B)for distributions that occur on or after January 1, 2015. This means that an individual receiving an IRA distribution on or after January 1, 2015, cannot roll over any portion of the distribution into an IRA if the individual has received a distribution from any IRA in the preceding 1-year period that was rolled over into an IRA. However, as a transition rule for distributions in 2015, a distribution occurring in 2014 that was rolled over is disregarded for purposes of determining whether a 2015 distribution can be rolled over under § 408(d)(3)(A)(i), provided that the 2015 distribution is from a different IRA that neither made nor received the 2014 distribution. In other words, the Bobrow aggregation rule, which takes into account all distributions and rollovers among an individual’s IRAs, will apply to distributions from different IRAs only if each of the distributions occurs after 2014.
2 A rollover from a traditional IRA to a Roth IRA (a “conversion”) is not subject to the one-rollover-per-year limitation, and such a rollover is disregarded in applying the one-rollover-per-year limitation to other rollovers. However, a rollover between an individual’s Roth IRAs would preclude a separate rollover within the 1-year period between the individual’s traditional IRAs, and vice versa. (For purposes of this announcement, the term “traditional IRA” includes a simplified employee pension described in § 408(k) and a SIMPLE IRA described in § 408(p).)
The one-rollover-per-year limitation also does not apply to a rollover to or from a qualified plan (and such a rollover is disregarded in applying the one-rollover-per-year limitation to other rollovers), nor does it apply to trustee-to-trustee transfers. See Rev. Rul. 78-406, 1978-2 C.B. 157. IRA trustees are encouraged to offer IRA owners requesting a distribution for rollover the option of a trustee-to-trustee transfer from one IRA to another IRA. IRA trustees can accomplish a trustee-to-trustee transfer by transferring amounts directly from one IRA to another or by providing the IRA owner with a check made payable to the receiving IRA trustee.
DRAFTING INFORMATION
The principal author of this announcement is Roger Kuehnle of the Employee Plans, Tax Exempt and Government Entities Division. Questions regarding this announcement may be sent via e-mail to RetirementPlanQuestions@irs.gov.
Zitatende ++++++++++++++++++++++++++++++++++++++++++++++++++ Zitatende
MfG.L:)
ZItat bilor1120:
After writing TDAmeritrade about this today, I got the following reply:
Dear Xxxx Xxxx, Thank you for your inquiry. As your shares are registered in street name with DTC and you are listed the beneficial owner any payment received on the shares held in the Roth IRA will be directly credited to that account they will not issue you a check.
If you have any questions, please reply to this email or call the Corporate Action and Dividend Department at 888-723-8504, option 1. We are available Monday through Friday from 9 a.m. to 5:30 p.m. ET, excluding market holidays. Sincerely,
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Zitat sleepless:
There is one very easy and completely conclusive way to know if what TDA told you is true: did you receive the 8/1/14 PIERS cash distribution as a check sent to you?
If yes, and if the check was made out to you, then you've got this 2015 new rule issue.
If no, and the cash (either by check or electronically) went directly to TDA and into your IRA account, then you should have nothing to worry about for 2015 distributions.
If you still have a WAHUQ-related position showing in your brokerage account, then something is not right. When the LT took over bookkeeping for PIERS, the position should have disappeared from your brokerage account.
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Zitat bilor1120:
I have no Piers/WAHUQ interests. The intent was to clarify the status of the LTI's in one of my IRAs, just in case they do eventually receive monies, large or small. Thanks again for the heads-up on the IRS rule change. Important stuff.
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Zitat sleepless:
Just a point of clarification: if you are talking about "LTI's in one of my IRAs" that arose from equity holdings (Q,P,K), those aren't actually LTI's yet, just escrow markers which could become LTIs with WMILT if the LT waterfall were to reach old equity.
And FWIW: you posted that TDA wrote "any payment received on the shares held in the Roth IRA will be directly credited to that account they will not issue you a check." My broker told me the same thing about cash distributions on account of PIERS LTIs when I inquired back before there had been any distribution of any kind on account of those PIERS LTIs, but obviously that's not what happened (for me).
I think the confusion arises mainly from two sources:
(1) Brokers have very little experience with something like WMILT, and the reps on gets on the phone probably have even less experience and knowledge;
(2) Right now you have equity escrows in your TDA account, but if/when the LT waterfall reaches old equity, it's likely that WMILT will take over bookkeeping for the equity LTIs which arise and those escrows will disappear from your TDA account; this is what happened with WAHUQ/PIERS.
The WMILT reps with whom I have spoken have made it clear that WMILT will distribute any cash on account of LTIs by check to the name/address on record with WMILT, so I'm guessing that any cash distributions on account of equity LTIs will work the same way as we've seen for PIERS.
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Zitat Rumble:
"If yes, and if the check was made out to you, then you've got this 2015 new rule issue."
Better than cashing the check and treating it as a 60 day rollover, don't cash the check and take it directly to your broker. Have them code it as proceeds from a litigation settlement or similar language on their paper work.
I have worked with my local Scottrade office and some of the guys in there know me reasonable well. When in doubt talk to one of them before you do anything; they should be able to guide you (although won't be able to give tax advice).
The deposit will be credited and reported or not to the IRS strictly dependent on how the deposit is coded. Without direction it will always be coded as a contribution - if its a large amount the person taking the deposit should know to ask enough questions to get it to another category but don't rely on them if you don't have to; always arm yourself with knowledge.
Oh, and just a note; this isn't actually a change to the rule. The rules have always been only one 60 day rollover per year. However, the IRS is going to get a little more picky on what constitutes a 60 day rollover and will be enforcing it.
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Zitat sleepless:
I agree that this would be a good way to deal with this issue, if the broker allows this - mine would not accept the check as it was made out, so I had to go the 60-day rollover route. I think it is always a good idea, no matter which route is taken, to check with the broker afterwards and make sure that they have coded the $ in the correct way.
I think this is mostly semantics ("this isn't actually a change to the rule"), but I don't think it is correct that the "rules have always been only one 60 day rollover per year." In the past (pre-2015), a person could do multiple 60-day rollovers in a year and not violate the IRS rules if they had multiple IRA accounts and each rollover involved different accounts.
For this 2015 rule, a person is allowed just one 60-day rollover per year, period. It won't matter if a second 60-day rollover involves completely different accounts, that second rollover will be in violation of the rules. So I think that yes, this is effectively a "new rule", even if it arose from a new interpretation of existing law (which is what appears to have happened, in response to a tax court ruling).
Here's the description from another IRS "Announcement", #2014-15:
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Zitat Rumble:
Exactly; the rules as written by congress did not change. The tax court ruled in the favor of the IRS recently. However, it was really a rotten case because these particular tax payers were actually trying to game the system and they didn't even follow the 60 day rule very well missing a deadline or two by a few days if I remember correctly. I didn't re-read it today but did read it early when the opinion came out.
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Zitatende
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=6628.msg85767#msg85767
Zitat toyguy:
Can I use capital loss from stocks sold in my regular trading account to off set the taxes on the check I received from my Wahuq shares I had in my 401k?
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Zitat WithCatz:
No
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Zitat patience360_han:
Catz, what do you mean by "No"?
Are we suppose to record Piers check on Schedule D/Form 8949, yes or no? If yes, the result will be combined with loss or gains from other transactions, right? If no, where should we record Piers distributions on Form 1040? BTW, my Piers holding is not in any IRA accounts.
sleepy, or Rumble, do you know something about this?
Thank you very much.
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Zitat sleepless:
I'm not sure that "no" is the correct answer in this case, but it depends on the details of toyguy's situation.
Toyguy posted that he had PIERS in a 401(k). If he received a check from WMILT on account of those PIERS and did not roll it over into an IRA (or similar), then it would be considered a "distribution" from a retirement account. Such distributions are taxed as ordinary income and reported on 1040, so that income would interact with capital losses in the same way as other income. If this is the case, then I think the answer would be "yes".
If toyguy is not yet 59.5, however, then he could be subject to early distribution penalties.
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Zitat Rumble:
If your Piers check was held in your IRA then no it would not go on Schedule D but on 1040 line 12 I think; IRA distributions.
And to Sleeps point, if you have a capital loss in excess of capital gains you could deduct up to $3,000 against your ordinary income regardless of source. However, I would have said no, you can't deduction distributions against your IRA income either as it is not deducted directly against your IRA or any other ordinary income.
If your Piers check is from securities held in a regular investment account you will likely receive a 1099-B from your broker showing the proceeds. I think Scottrade might have done a bit better in allocating basis "correctly" than TDAmeritrade but I wouldn't trust either of them; I'd use my own calculations and take a prorate portion of your basis against any distribution received from your Piers. (Assuming you didn't already deduct it - correctly or not as some brokers applied basis differently some might have followed the brokers lead and already taken a deduction).
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Zitatende
MfG.L:)
Zitat xfidfed1:
Joe- Received the following email from Fidelity this afternoon:
Fixed Income Partial Call Alert
For account ending in XXXX:
Fidelity would like to inform you of an event that will occur on one of the securities which you hold in your portfolio and may impact you.
The below security was affected by a Partial Call:
CUSIP: 92936PAA8
Description: WMI HLDGS CORP SR 1LIEN NT 13.00000% 03/19/2030
Rate: 13.000%
Maturity Date: 2030-03-19
Position Quantity: X.XXX (Quantity equals the number of bonds. 1 bond equals $1,000 in face value.)
Redemption Quantity: X.XXX (Quantity equals the number of bonds. 1 bond equals $1,000 in face value.)
Redemption Price: 100.00
Redemption Principal: $XXX.XX
Call Date: 2015-01-06
To discuss your investment or other fixed income opportunities, please visit Fidelity.com, visit your local Investor Center or call 1 (800) 544-6666.
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ZItat OldJoe.McC:
xfidfed1,
Got emails from Fidelity this morning.
Transaction Details
CUSIP 92936PAA8
Security Description WMI HLDGS CORP SR 1L
Interest Rate 13.000%
Maturity Date 03/19/2030
Position Quantity 133
Redemption Information
Quantity 107
Price 100.000
Principal $107.00
Event Information
Type Partial Call
Date 01/06/2015
Similar information for other account. Same as hardstone, looks like 80%. So much for getting rich collecting interest.
Will cost me more filing income tax forms ;-)
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Zitat sleepless:
I've now got about 80% of my remaining 1st lien RONs segregated into a call position for 1/6/15.
After this call is executed, I will have just 0.4% of my originally distributed 1st lien RONs remaining, all the rest having been called @ 100 cents on the dollar.
(Edit: clarified that second sentence refers to 1st lien RONs; 2nd lien RONS have not had any calls and are continuing to earn 13% interest)
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Zitat Rumble:
Remember that the RON are already distributed and are now separate from the remaining claim in the trust for PIERs holders.
This call will be from WMIH redeeming outstanding notes and reducing their interest expense.
I haven't received anything regarding my notes held at Scottrade; however this is the same process that we went through when WMIH redeemed part of the SR notes previously. Also, last time around Scottrade was about the last firm to notify on the redemption.
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Zitat sysintelfin:
Ask yourself why?
Why do second lien notes have trading restriction beyond certain percentage alone and in conjunction with share ownership?
With all due respect Sir, it seems that you kinda withdrew from the board. If I hurt your feelings in anyway by any means, direct or indirect, I apologize.
With anticipation of great loads of money coming from both WMILT and WMIH, I feel happy. But let me warn you if You, Sir, stop participating, I have no other alternative than greatly reduced my participation too.
With all due respect, who am I gonna draw the inspiration from? A sleepless state of mind is beneficial to others. My other inspirations were frozenpondguru and liquidafternoon. There is a lot in the name.
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Zitat goldcanyon340:
Rumble is correct, WMIH is redeeming these bonds. WMILT has nothing to do with the redemption.
The outstanding balance due as of November 1, 2014 from WMILT remains at $4.2912 per PIERS share.
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Zitat gator:
Are 1st and 2nd LIEN each due $4.2912?
If a person has x 1st LIEN and y 2nd LIEN, then can that person expect:
(x + y) * $4.2912
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Zitat iPrelude:
Gator,
4,29 is what LT still owes per each WAHUQ/PIERS; growing at FJR (1.95%)
RONs were partial payment of WAHUQ/PIERS, growing at 13%; lottery call is related to RONs { ( 1st LIEN and y 2nd LIEN ) not to WAHUQ/PIERS }
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Zitat gator:
Thanks. I've ignored these since the RON's were distributed and forgot all the details. So basically, these notes have a value of $1... if we have 10,000 notes remaining then we should expect a payout of $10,000. Then the remaining amount owed is the amount that is shown on the WMILT statements that we receive each quarter. And I'm assuming that balance when (or if) paid, will be sent as a check.
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Zitat Lunchdrunk:
Anyone have the numbers on how many 1st lien notes are outstanding and what the total $ amount would be for 80% called? Curious to see how much is being used and if we should be expecting checks paying out the Piers cash claims from remaining available funds during the next distribution.
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Zitat dixdeau:
"The runoff notes are issued by WMI Holdings, a separate entity from WMI Liquidating Trust. We have no information about the lottery of the 1st lien notes that you are referring to. You may want to contact the Indenture Trustee for the First Lien Notes. The Trustee is Wilmington Trust 800-724-2440.
My understanding is that all the runoff notes have been distributed to LTI holders. You may need to contact WMI Liquidating Trust to confirm. Their general hotline is 206-432-8732.
Thank you,
Angela M. Nguyen
KCC
2335 Alaska Avenue
El Segundo, CA 90245
tel 310.751.1492
fax 310.751.1542
mailto:anguyen@kccllc.com
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Zitat sleepless:
Quote from: Lunchdrunk on December 10, 2014, 04:37:56 PM
I guess my rough and probably incorrect calculation would be that about 8% of my original runoff notes are being called so 8% of 120mm (from memory) is 9.6mm. If 60mm is available from D&O settlements previously discussed, then subtract that out for 50.4mm. 50.4mm available to 23mm piers is about $2.35. I'm sure someone out there has a spreadsheet with accurate info. Thanks for the very helpful customer service response though:)
It sounds like you are not understanding the basics here. The RONS were issued by WMIH, not WMILT, and are therefore a debt obligation of WMIH.
WMILT held the RONS for a while but distributed them to PIERS claimants last May, in partial satisfaction of the PIERS claims. The only connection of the RONS to WMILT was before WMILT distributed them, and that connection has been eliminated by the May distribution of the RONS.
Because the RONS are, and always have been, a debt obligation of WMIH, any interest payments on account of RONS, or redemptions of RONS, come from WMIH. Thus, it doesn't matter how much cash WMILT might have available for distribution because that cash cannot be used to satisfy the debt obligations of a different entity (WMIH).
You're welcome.
Just to clarify: PIERS claimants could benefit from D&O Settlements, but this would come about from a cash distribution from WMILT on account of the remaining PIERS claims with WMILT (which is now around $4.30 per original share of WAHUQ).
And of course everyone has (or should have) now figured out that PIERS (and other tranche 4) claims must be paid off in full before any WMILT distributions can be made to lower tranches (such as tranche 6 = old equity).
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Zitatende
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=6606.msg85352#msg85352
Did Mike W. Understand "R"'s Procedures; re:WMIH & the Trust ?
Zitat azcowboy:
Did Mike W. have a working understanding and have knowledge and prior experience within' the possibilities of FDIC-R's future procedures and future possible distributions back to the estate' at the onset of his involvement within this WaMu case ? ... Well as I list below for all to read, the answer is an obvious yes' ... ...
The FDIC's procedures regarding all seized entitys' are public knowledge, posted openly on their own web site ~ this particular reference, is to a law that had been in effect since 1993 ... So, ask yourself, ... did Mike W, The S&G Law Firm, Hedge Funds, people that knew how the system worked' etc etc etc know about all of this ? ... Yep, I'm sure of it' ...
R's future distribution procedures ~ and I emphasize the words future tense ... would not have been part of WMI's (the parents) .. bankruptcy discretion ... nor, would these possibilities have to have been openly discussed ... NONE OF THIS MATTERED .. or ... NEEDED TO BE DISCUSSED, ... at any time moving forward until the PA&A Agreement between the FDIC & JPMorgan Bank, N.A. had come to fruition' ...
Any of the FDIC's scrutiny of the estate, would have followed the sequence of events as described below, and would not have gone into the final stages of accounting until the Purchase and Assumption Agreement and been terminated ... obviously within our case, that has recently occurred'
...Okay, SO, The FDIC refers to a financial return to an estate, a debtors estate, as a "Dividend" ...
... The ... Mission At Hand ... was, to keep equity involved as a participant within the final debtors estate, and to be in an actual position to receive final distributions from "R" once the Purchase and Assumption Agreement Terminated ... Now Realized as we all know as of 9/25/2014 -------------------------------------------------- ~ FDIC Dividends from Failed Banks ~
What is a Dividend:
"When a financial institution is closed and the Federal Deposit Insurance Corporation ("FDIC") is appointed as receiver, one of FDIC's responsibilities is to sell the institution's assets to pay the depositors and its creditors. If there is any excess cash generated by the disposition of these assets less disposition cost and reserves met (cash it must hold to meet the obligations of the receivership), then a dividend may be declared and distributed to the proven claimants.
" Priority of Dividends:
"Prior to August 10, 1993 the law in effect at the time the institution failed determined the priority in which the proven claimants received dividends. All receiverships established after August 10, 1993, must distribute dividends according to the Federal Deposit Insurance Act, 12 U.S.C. § 1821(d)(11)(A), which mandates the following priorities:
1.Administrative expenses of the Receiver;
... (common knowledge) ...
2.Any deposit liability of the institution;
...(already covered & handled without incident) ...
3.Any other general or senior liability of the institution;
... (all creditor classes have already been paid, with cash & tax returns) ...
4.Any subordinated obligations;
... (Tranche 5 as listed within Attachment H') ...
1.Any obligations to the shareholders or members (including holding companies and their creditors). "
... (Yep, that means, US' equity holders, Tranche 6) ...
Types of Dividends:
1.Advance: Dividends paid to proven uninsured depositors (usually paid within 30 days of closing). The FDIC Board of Directors authorizes the percentage of dividends for this type of dividend.
1.Traditional: Dividends paid from the net proceeds derived from converting assets of the institution to cash. Such a dividend may be declared for uninsured depositors and unsecured creditors with proven claims, and others in order of their priority. This type of dividend is the most commonly used.
1.Initial: A hybrid of the Advance and Traditional dividends. This dividend is based on the dollar amount paid for the assets assumed by the acquiring institution less appropriate reserves. The Initial dividend is paid as soon as possible after the institution is closed and paid to the proven uninsured depositors, generally within a few weeks.
2.Post Insolvency Interest: This dividend is paid once a receivership has paid 100% of the principal on the uninsured Depositor and General Creditor Claims.
How often are dividends paid:
"The FDIC conducts quarterly reviews of the financial statements of the receivership to determine if sufficient funds are available to pay dividends, and as additional funds become available, dividends may be declared. Disbursements for dividends less than $25.00 are held until the aggregate total dividend exceeds $25.00."
... (The First Full Quarter since the PA&A's Termination ends 12/31/2014) ... --------------------------------------------------
Zitatende
MfG.L:)
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Broker USA Otc Kauf - Otc Verkauf - D Kauf - D Verkauf
Comdirect Ja - Ja - ? - ?
Flatex Nein - Ja - ? - ?
Direktanlage.at Ja - Ja - Ja - Ja
Deutsche Bank Ja - Ja - Ja - Ja
Ing.Ba DiBa Nein - Ja - Ja - Ja
(ab 01.10.2014) - (bis 15.12.2014)
S- Broker Nein - Ja - ? - ?
Cortal Consors ? - ? - ? - ?
Rai.Ba. ? - ? - ja - ?
[ausschlaggebend scheint die jeweilige Lagerstelle (Verwahrung) zu sein, sprich wo wurde der/die Schein/e gekauft !!!]
MfG.L:)
http://cdn1.boardpost.net/quote.php
10 Sekunden Aktual.:
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The YouTube L2 video:
https://www.youtube.com/user/boardpost
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=6673.msg86611#msg86611
ZItat WAMUCHEN:
DISCLAIMER: I am confident that these have been well taken care of by our professional team. It is for discussion only.
Before revealing the meat, please review http://www.pepperlaw.com/pdfs/...ers_TEIPittsburgh382Slides041609.pdf
for the OWNERSHIP TEST calculation examples.
WMIH was valued at $200MM dollars and $1 dollar per share with 200MM shares ISSUED. This was written on the board and approved by the Court. I see this as the INITIAL CONTRIBUTION from the former creditors and equity holders to WMIH.
Since the exit, we've not seen any 5% holders trading any of their position per SEC filings. Assuming no private/secret exchanging and the Company possesses all necessary means to oversea the above, there wasn't any 5% holders trading activity during the past 3 years.
By the "Dec. 19, 2014" 8K, we are informed that there will be 600K shares of Class B Pfds issued to Citi(200K) and KKR(400K). Further, these Class B Pfds will be "mandatory" of converting into Commons upon the announcement of deals. The closing date of the Class B issuance will close before/on Jan. 5, 2015. After the issuance, within 180 days, WMIH will be reincorporated from Washington to Delaware. Board seats will increase from 7 to 11 with 4 additional professionals joining. Authorized Common will rise to 1BB shares from the original 500MM shares.
On the date of the deal announcement, the Class Bs will automatically without prejudice be converted into Common based on the arithmetic and volume weighted average trading prices 20 trading days prior. The floor price for the conversion is $1.75 dollars.
Therefore, the capped converting Common amount will be $600MM / $1.75 = 342.857143MM shares.
Well, the above is the recap of important pieces.
However, what's important in computing the "Shift in Owner" is not "Shares" but "Value %". We are officially injected $600MM dollars with 600K convertible Class B Pfds to new parties(new 5% holders). The value of our Company will soon jump to $800MM from $200MM. How can we justify that we didn't experience an ownership change to preserve our annual usable NOLs?
My answer is on the voting power % therein. 29.7% of Corporate Voting Power max. to fully converting Class B Pfds and KKR Warrants is the magical number IMO.
Again, it is just for thinking. They have these looked after years ago.
Quote
26 U.S. Code § 1504 - Definitions
(a)(4) Stock not to include certain preferred stock
For purposes of this subsection, the term “stock” does not include any stock which—
(A) is not entitled to vote,
(B) is limited and preferred as to dividends and does not participate in corporate growth to any significant extent,
(C) has redemption and liquidation rights which do not exceed the issue price of such stock (except for a reasonable redemption or liquidation premium), and
(D) is not convertible into another class of stock.
not sure the above (A)(B)(C)(D) requirements are in conjunction or not.
Quote
26 U.S. Code § 382
(k)(6) Rules relating to stock
(A) Preferred stock
Except as provided in regulations and subsection (e), the term “stock” means stock other than stock described in section 1504 (a)(4).
(B) Treatment of certain rights, etc.
The Secretary shall prescribe such regulations as may be necessary—
(i) to treat warrants, options, contracts to acquire stock, convertible debt interests, and other similar interests as stock, and
(ii) to treat stock as not stock.
(C) Determinations on basis of value
Determinations of the percentage of stock of any corporation held by any person shall be made on the basis of value.
Zitatende
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MfG.L:)
We may be waiting a while longer before we make an acquisition...
ZItat investorwad:
because of a couple of issues:
-KKR has agreed to not exercise their Warrants until after 3/20/15. This is likely so we don't trigger another testing date until after three years. It is likely KKR will exercise the Warrants upon acquisition and conversion of the preferred, otherwise, if they do so before/after it will trigger multiple testing dates.
-Per the excerpts below, we have to reincorporate to DE within 180 days after the Preferred issuance (1/5/15) and need shareholder approval to reincorporate to DE AND to authorize enough shares for the conversion. So, until all this gets done, we won't be able to convert enough preferred to get all the proceeds.
The wait continues...
"We are required to reincorporate as a Delaware corporation within 180 days after the Issue Date. We may not be able to consummate the Reincorporation for any reason, including because we do not obtain the requisite shareholder approval. If we are not able to consummate the Reincorporation, we will remain a Washington corporation and you will not receive many of the anticipated benefits associated with our being a Delaware corporation, including greater efficiency, predictability and flexibility with respect to our legal affairs; access to Delaware’s specialized courts for corporate law; an increase to our competitiveness in attracting talented and experienced directors and officers; an increase to our ability to raise capital; and the opportunity to reduce legal fees and administrative burdens. In addition, if we do not consummate the Reincorporation, the Note Purchase Agreement related to the Company’s subordinated 7.50% PIK notes (the “Subordinated Notes”) will not terminate and the Subordinated Notes, if issued, will rank senior to the Series B Preferred Stock in terms of interest payments and upon a dissolution. In addition, if we do not achieve the Reincorporation, the size of our Board will remain at seven and the new KKR designees will not join our Board and the holders of the Series B Preferred Stock will not be able to elect two additional directors upon certain payment failures by us.
Additionally, prior to consummating the Reincorporation, we will not have a number of authorized shares of our Common Stock sufficient to effect a mandatory conversion upon the occurrence of a Qualified Acquisition and may not have a number of authorized shares of our Common Stock sufficient to effect a mandatory conversion upon the occurrence of any Acquisition. Therefore, if a Qualified Acquisition is consummated prior to the Reincorporation, we will be able to convert only a portion of the outstanding shares of the Series B Preferred Stock into Common Stock on the applicable Mandatory Conversion Date, leaving the remaining portion of Series B Preferred Stock unconverted and outstanding. Similarly, if an Acquisition is consummated prior to the Reincorporation, we may be able to convert only a portion of the outstanding shares of the Series B Preferred Stock into Common Stock on the applicable Mandatory Conversion Date; in such event, the remaining portion of Series B Preferred Stock would be left unconverted and outstanding. In each case, those remaining unconverted shares of Series B Preferred Stock would retain the rights of the Series B Preferred Stock, including with respect to dividends, redemption, option to repurchase upon a Put Event ad liquidation, and would be converted into shares of Common Stock upon the Reincorporation or on such earlier date that we have a sufficient number of authorized shares of our Common Stock to effect such conversion. However, there is no assurance that the Reincorporation will occur or that we will have a number of authorized shares of our Common Stock sufficient to consummate a mandatory conversion upon the occurrence of an Acquisition or a Qualified Acquisition. As a result some or all of the shares of Series B Preferred Stock may not convert into our Common Stock, in which case they would be redeemed on the Mandatory Redemption Date."
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Zitatende
MfG.L:)
Today's Trading -- {OFFICIAL THREAD} - For December 1st (2014) +
Zitat gator:
Just 6 trading days left before the Jan 5 closing.
Jan/Feb/Mar should be the most exciting months we've ever had.
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ZItat iPrelude:
so we need those 6 trading days and the previous 15 ( See http://finance.yahoo.com/...00.000Z%22}%2C%22scale%22%3A%22linear%22}
"Reincorporation Price"(our new cemented base pps) ?
ps
{ ... the arithmetic average of daily volume weighted average prices of the Common Stock during the 20 trading day period ending on the trading day immediately preceding the public announcement by the Company that it has entered into a definitive agreement for such Acquisition, subject to a floor of $1.75 per share of the Common Stock (the “Floor Price”). ... }
yesterday was really good for us, the days before the volume was really low IMHO
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Zitat gator:
I may be wrong, but I thought the price would be calculated from the 20 days prior to the public announcement of an acquisition. So we don't know when the 20-day range will be yet. (see below)
Hopefully PIERS owners get a payout on Jan 6 and can help assist keeping the share price as high as possible.
Mandatory Conversion
On each date that the Company closes any Acquisition (as defined below), the number of outstanding shares of Series B Preferred Stock having an aggregate liquidation preference equal to the net proceeds of the Offering utilized in such Acquisition, on a pro rata basis, will automatically convert into a number of shares of the Common Stock equal to the $1,000 liquidation preference amount divided by a conversion price equal to the lesser of:
• the Initial Conversion Price; and
• the arithmetic average of daily volume weighted average prices of the Common Stock during the 20 trading day period ending on the trading day immediately preceding the public announcement by the Company that it has entered into a definitive agreement for such Acquisition, subject to a floor of $1.75 per share of the Common Stock (the “Floor Price”).
In addition, on the date the Company closes a Qualified Acquisition (as defined below), each outstanding share of Series B Preferred Stock will automatically convert into a number of shares of Common Stock equal to the $1,000 liquidation preference amount divided by the applicable conversion price described above. Each date that the Company closes an Acquisition (including a Qualified Acquisition) will be a “Mandatory Conversion Date.”
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Zitat iPrelude:
Looks like I was wrong¡¡
Thanks so much Gator
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Zitat gator:
Also, it looks like they will use daily "volume weighted average price" instead of the end of day price. Yesterday I thought it was good to paint the tape, but that isn't what they are using:
DEFINITION of 'Volume Weighted Average Price - VWAP'
A trading benchmark used especially in pension plans. VWAP is calculated by adding up the dollars traded for every transaction (price multiplied by number of shares traded) and then dividing by the total shares traded for the day.
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Zitat iPrelude:
I guess we need a programmer to calculate/update this
Are we talking about various/different possible acquisitions?
--------------------------------------------------
Zitatende
MfG.L:)
Re: **Court Hearing Tuesday, December 23, 2014 at 10:30 AM ET
ZItat CSNY:
I can't tell from Exhibit C how much of each option was earmarked as ETRIP or SERAP. His proof of claim was in excess of $11MM, but Exhibit C only discusses the $7.5MM he demanded for those retirement funds. If he chose Option 1 it doesn't mean that 100% of the cash goes to the FDIC. Similarly, if he chose Option 2, it doesn't say how much goes to the FDIC and how much he keeps for himself.
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Zitat Joe513:
At the hearing it was stated by the Trust that his total allowed non indemnity claim was being settled and that the amount would be as option one spelled out. $7.28 million in cash which after he pays taxes the net amount is to be given to the FDIC. His original unsecured claim and indemnity claims are now gone since the judge agreed and signed the order.
Interesting statement by Rosen in the hearing. In supporting the settlement he said that the monies would allow the trust to fully satisfy tranche 4 of the payout waterfall, something that no one believed possible during the case.
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Zitat oilman1012000:
is that not piers?
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Zitat WithCatz:
Is that because we're skipping over other tranches? -- Just sayin' (did he say that?)
--------------------------------------------------
Zitatende
MfG.L:)
TPG Capital, seeking to raise a $10 billion buyout fund after investing in soured mega deals such as TXU Corp. and Washington Mutual Inc., expects to secure about half of that amount by the end of January, according to two people with knowledge of the matter.
http://www.bloomberg.com/news/2015-01-05/...k-on-10-billion-fund.html
https://www.boardpost.net/forum/index.php?topic=6762.msg88533#msg88533
Zitat CharlienDude:
They should have held and released their commons!!
Bonderman is a BK attorney and knows the ropes. I'm calling all theatrics if he didn't buy WMI bonds when WMI went into BK. Not sure if he bought them for the big WMI investors but I'll bet he bought some for TPG. If he didn't then he was way off from the get-go when he invested in WMI. That's a lot of money to try to raise if you can be that wrong!
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Zitat bobinchina03:
Charlien, I recall Bban saying he never saw a filing that Bonderman sold. Perhaps he's expecting some funding to fall his way soon, much as we are???
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Zitat CharlienDude:
I don't think anyone ever found any TPG activity after the BK filing. The stayed well under the radar about their commons and any bonds they might have bought. Who would know better than Bonderman about how much cash WMI would have to eventually pay toward the bonds than him? He just didn't count on the equity shareholders fighting so hard to slow down the payout!
I forget the exact number but didn't they have somewhere around 700MM of WMI commons? Wouldn't they have to file a report showing they were over the 5% holder mark in WMIH if they still held them in TPG name?
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Zitat azcowboy:
One of the things that I always found interesting was that ... Bonderman (TPG) was beginning to infuse capital into WaMu in early 2008 ~ during the same time that WaMu had actually hired GS to seek out potential purchasers' ...
I think he only submitted something like 1.7 billion of the 7 billion planned or something like that ~ but it always seemed weird to invest capital into a company trying to sell itself'
anyhew' ... just a thought that I have had'
++++++++++++++++
Quote from: mdavis9439 on Yesterday at 06:20:01 PM
True. Since China was probably the biggest invester, I thought, at the time, that he was trying to help China get a bank thru the back door. Congress had just thrown a monkey wrench into their attempt to acquire a US bank on their own
++++++++++++++++
I have always kept him and his TPG in the back of my mind while trudging through the documents ... I always found the filing of the amendment, giving up his guaranteed return to be a unusual ... However, he is one very, very smart BK lawyer' ... after all ...
I always figured that if he (Bonderman) was still around here somewhere, ... I always doubted that Bonderman actually cared whether Plan 6 ? or Plan 7 was actually approved ... I have always thought that to him' ? ... our inclusion (equity's) was actually irrelevant ... that he' would have been just fine either way' ...
but ... I'm just shootin the breeze here of course'
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ZItat InPortlandd:
The quarter ending just after the theft TPG stated around 240 million shares common after their warrants were converted--Blended price was just about $8.57 as I remember--I don't think he has sold anything--There was a statement released by TPG just after POR 7 that may have been a 13 G/A that stated basically they were passive holders giving me the impression that they were in the same boat as the rest of us--Waiting--wish I could remember exactly where I saw this but it was a bunch of filings post POR 7
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Zitat xoom:
I recall Appaloosa and Greywolf filing the 13G
Not sure if TPG too filed one ( ? )
http://www.sec.gov/Archives/edgar/data/933136/...-12-000045-index.htm
http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=8729448
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Zitat InPortlandd:
All I can find at the moment is the 13D in July'08 of TPG advisors VI listing 285 million shares and a 13D/A on 9/17/08 which released the price reset payments of their warrants--Unless TPG did some maneuvering around SEC rules they would have to post a 13D/A or a 13G showing that they liquidated some or all their shares-As their holding were well over 5% and actually over 10%---I can find no such document
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ZItat Nightdaytrader9:
If you go to TPG website, they have their portfolio listed... I have been checking it for ~ the last 6 yrs... A few years ago, they changed it to reflect that Washington Mutual was a "previously held portfolio company." I've cut and pasted entry below (from their website).
ND9
**************************************************
Washington Mutual* Capital North America
As of May 2014
* Denotes previously held portfolio company
https://tpg.com/portfolio
--------------------------------------------------
Zitatende
MfG.L:)
http://www.prnewswire.com/news-releases/287559661.html
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Zitat Almosteven on January 05, 2015, 09:53:43 PM:
Kind of a random question, but does WMIH need to own 100% of a target company to use its NOLs? For instance can it theoretically have a controlling interest in a $1.2b Co. and still be able to use its NOLs? Does anybody know? Thanks
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ZItat investorwad:
A very good question. I've pondered in the past as well. WMIH has always used the term "acquisition" which would seem to imply outright ownership. Shared ownership would likely include KKR (i.e. they go in with us to buy a larger company), but then things get a little messy because they are also substantial WMIH shareholders. Based on what we see so far, it looks like we're buying something for minimally $450M and up to about $750M if we were to use all of our powder.
--------------------------------------------------
MfG.L:)
https://www.boardpost.net/forum/index.php?topic=6777.msg88857#msg88857
Zitat WAMUCHEN:
WHO ARE THEY?
Possible targets of OTHER HOLDERs: AAOC, TPSC, TPG. As KKR and its team are separated as a group, they can't be categorized as OTHER HOLDERs in the 8Ks.
WHERE TO BUY?
OTHER HOLDERs are buying Class B PFDs from Citi Global Market. Why? - KKR is firmly holding its portion:20.7% without the inclusion of previously issued 61.4MM shares of common warrants. - Citi acquired 400K shares of Class B PFDs - 2/3 of total issuance
HOW MUCH CAN THEY BUY?
Both KKR and Citi were not significant holders, assuming they were clean on WMIH public tradings and no disposal of Class B and converting commons, their newly obtained portions account for 60% of Shift on Ownership. The TEST is ongoing valuation of Shift on Ownership on 5% holders.
We are very affirmative that KKR will remain with us as the provision on prohibiting them from shorting WMIH until the end of 2016 AND the 8Ks content that emphasizes KKR as an unit.
Therefore, it is clear to me that Citi is unloading its portion to others - OTHER HOLDERs and the PUBLIC GROUP.
The Public Group consists of non-substantial holders (institutional investors).
OTHER HOLDERs render to be existing substantial holders in WMIH.
So how many more shares can OTHER HOLDERs snap up? Not exceeding 20.29% of their current investment value. -legal threshold is 50% cumulatively.
-Assume the safety number is 49.99% in the calculation which will be demonstrated later that it will never be reached.
-KKR has occupied a 29.7% Shift.
CORPORATE VALUE OF "NEW" WMIH
From the 8Ks, we were informed that KKR's voting power would turn to be 20.7% in per-exercise of its warrants and after Class B issuance. So far KKR has invested $210MM in WMIH. $10MM was for Class A and $200MM for Class B.
The derived "NEW" WMIH corporate value would be $1,014,492,753.62. Class B provides $598,000,000. Intuitively, the derived "OLD/NOW" WMIH should be $416,492,753.62. Current outstanding shares are 202,343,245. Moreover, the price used in these calculations is $2.0583.
Mathematically, $2.0583 is the price assigned to the current WMIH.
OTHER HOLDERs' INCREASE PORTION
First, their increase % could not cumulatively exceed 20.29%. Second, OTHER HOLDERs' post-Class B issuance position in "NEW" WMIH would be 22.3%.
Meaning, OTHER HOLDERs will have $226,231,884.06 investment or 109,909,460 (i.e., total investment/$2.0583) shares of Commons in "NEW" WMIH.
Set X = OTHER HOLDERs' original investment in "OLD" WMIH, then
X * (1 + 20.29%) = $226,231,884
> X = $188,072,062.6 (i.e., 91,370,405 shares of WMIH)
OTHER HOLDERs' % HOLDINGs in NEW WMIH v.s. OLD WMIHp.s. as the calculated price sets to be $2.0583 thru the process, it is identical to use either value or share counts.
OTHER HOLDERs had 91,370,405 shares in "OLD" AND have 109,909,460 shares in "NEW".
OLD: 91,370,405/202,343,245 = 45.16%
NEW:
It depends on the converting price. Let's say the converting price is $2.0583. Then we have 291,495,941 shares from Class B conversion. Adding KKR's 10MM shares of Commons from Class A conversion, we have in total 503,839,186 shares outstanding.
109,909,460/503,839,186 = 21.81%
SUMMARY - 45.16% v.s. 21.81%
OTHER HOLDERs' investment has been diluted due to KKR. Why didn't they act "KKR"? - Because we need someone here to suck up the SHIFT. And he must be a money pocket.
OTHER HOLDERs' actual Shift on Ownership is "negative" (i.e., considered as non-effect to their SHIFT). PUBLIC GROUP's % was 54% in "OLD" WMIH. But now it has 41% in "NEW" WMIH (i.e., assuming no other significant holders other than OTHER HOLDERs). The threshold is not touched even with a big funding.
THE ONLY potential increase in Shift on Ownership is caused by KKR's 29.7% and Citi's holding position in Class B (i.e., assuming Citi holds more than 5% of NEW WMIH). -------------------------------------------------- DISCLAIMER: THIS IS MY CALCULATION BASED ON DISCLOSED INFORMATION AND AN ESTIMATE STOCK PRICE OF $2.0583. I HAVE INSERTED FIVE 4.75% INSTITUTION HOLDERS TO DILUTE THE EFFECT OF CITI GLOBAL MARKET'S CLASS B PFD EFFECT. I ASSUME CITI SELLS THOSE INSTITUTION HOLDERS EACH 4.75% INTEREST OF THE RE-VALUED WMIH. THOSE INSTITUTIONAL HOLDINGS ARE CATEGORIZED AS THE PUBLIC GROUP HOLDINGS. -------------------------------------------------- Pre-Warrant
KKR has contributed at least 20.55% to the SHIFT. Citi keeps the remaining and contributes 11.66% to the SHIFT. -------------------------------------------------- There are two groups I would like to explain a bit. They are
PUBLIC GROUP and OTHER HOLDERs.
PUBLIC GROUP The new institution holders provide an increase of 23.75% to the SHIFT. However, in a comprehensive effect, Public Group experienced a % decrease due to CLASS B DILUTION in corporate value. The final SHIFT for Public Group is -8%. Therefore, 23.75% has been fully absorbed and digested.
OTHER HOLDERs
Before Class A and Class B, Other Holders were having around 45% interest of the CO. After Class B, they would push 22.14% towards the SHIFT. However, because the lowest % in the testing period was 22.14%, their contributing portion, again, gets netted zero. -------------------------------------------------- THEREFORE, THE FINAL SHIFT ON OWNERSHIP TOTAL, IN ACCORDANCE TO MY FINGERS, IS 32.22%. EVEN WITH FURTHER INCLUSION OF KKR WARRANTS, THE % RISES TO 39.68%. THEY ARE MANAGED. __________________________________________________ Zitatende MfG.L:)
qq______20150110154719.jpg (verkleinert auf 39%)
Re: Who are they? Other holders?
Zitat Mr_Simpson:
Wamuchen sorry to ask for your guidance but sometimes I dont get it all the first time since english is not my first language.
Do you mean with this: THE FINAL SHIFT ON OWNERSHIP TOTAL, IN ACCORDANCE TO MY FINGERS, IS 32.22%.
EVEN WITH FURTHER INCLUSION OF KKR WARRANTS, THE % RISES TO 39.68%.
Is that the % that we are being diluted? Even if that affects PPS... once M&A is announced we will know the year earnings & market cap of our future company
if PPS increases this dilution will not be so bad after all... its our price for having top financial partners right?
I am looking forward this first quarter and hoping we finally close the 1st acquisition.
Thanks for your efforts for those of us with less numbers expertise.
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Zitat WAMUCHEN:
No, I mean no dilution on the above calculations. What I meant was the "room" for further Equity Issuance. Nevertheless, I hope DEBT is the way to go from now.
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Zitat bgriffinokc:
You know I have always admired your uncanny ability with numbers, thanks for laying this out in a format that we little krill can grasp. It was fuzzy before, however you have removed several layers of the fuzz and it is now understandable.
One question please, Is this old statement made by Kevin Starke factual in your opinion, "Preferred shareholders hold about 38 percent, or $2.48 billion worth, of old equity."?
That would indicate that Commons held 62% of old equity or 4.046 billion worth.
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Zitat WAMUCHEN:
Time for that statement Bob?
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Zitat bgriffinokc:
http://www.bloomberg.com/news/2012-02-14/...rred-shareholders-1-.html
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Zitat WAMUCHEN:
It makes capital structure sense by numbers I believe.
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Zitat iPrelude:
Nice analisis Wamuchen, thanks for sharing
ps
Item 3.
Source and Amount of Funds or Other Considerations.
A total of $22,572,192 was paid by the Reporting Persons to acquire the securities purchased pursuant to the Investment Agreement (as defined below). The purchase of the securities was funded from general funds available to the Reporting Persons and the applicable subsidiaries and affiliates thereof, including capital contributions from investors.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Investment Agreement
Pursuant to the terms and conditions of the Investment Agreement, the Issuer has sold to KKR Fund Holdings 1,000,000 shares of the Series A Preferred Stock having the terms, rights, obligations and preferences contained in a certificate of designation of the Issuer (the “Certificate of Designation”) for a purchase price equal to $11,072,192 and has issued to KKR Fund Holdings warrants to purchase, in the aggregate, 61,400,000 shares of Common Stock, 30,700,000 of which have an exercise price of $1.32 per share and 30,700,000 of which have an exercise price of $1.43 per share (together, the “Warrants”). The aggregate purchase price for the Warrants was $11,500,000.
I believe KKR's current investment in WMIH is ( $11,072,192 + $11,500,000 + $200,000,000 )
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Zitat bgriffinokc:
I was just looking into the fairness of our Equity Markers, of course there was a substantial percent of Commons that did not release, just trying to see how the value of the released commons fit into the 25% bracket and how much it changed from the original 70% vs 30% that was proposed.
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Zitat WAMUCHEN:
Sure. I separated the warrants. Thanks for pointing out the $11.5MM pay price for the warrants. Even it is not a big number before the corporate value, it makes the number closer to the reality
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Zitat IKALEX:
Here is my take on this. Appaloosa second largest holding is Citi so they probably have a good relationship with them. I think Citi was carefully picked. If I were in Tepper shoes and hold substantial stake in WMIH Common this is what I will do. B pfds are a very sweet deal , all the upside with a very little downside. WMIH common at least in theory has no floor if NOLS are in jeopardy. Davis the main man in the show and he represents AAOC. There is no way AAOC and other significant holders are going to let KKR get the deal unless the Hedge Funds can participate in it. So now AAOC and others start unloading WMIH and start buying B preferred through Citi.
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Zitat CSNY:
Tepper is greatly diluted now as there are about 600MM shares (assuming full dilution).
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Zitat WAMUCHEN zu User IKALEX:
Existing substantial holders must take the hit. They can't perform the trick without an outsider. I dont believe the board would allow them to stir the stew. For every share they unleash, the Public Group takes it. Unless the board is very confident, or it won't let this out of control.
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Zitat Mr_Simpson:
So If AAOC is unloading... who is buying all these millions of shares? Definitely not retail
Look at past week
Mon: 671.089
Tues: 724.655
Wed: 1.422.297
Thurs: 1.539.955
Friday: 394.173
Total: 4.752.169
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ZItat kenwalker:
In my oversimplified first thinking I saw debt from the start but as you've shown ( I think I see your point ) is that this step was needed and more important has been "managed".
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Zitat CSNY:
You hit the nail on the head. The $600MM in preferreds were to get Citi (and its clients) and KKR their equity positions. The next, large, preferred offering will probably have a very small equity component -- if any -- plus a substantially higher interest rate (e.g., 5% to 6%).
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Zitat Nightdaytrader9:
CSNY (or anybody who might know), well, here's probably another dumb question but I will ask it anyway.... Why issue preferred and then convert them to common? If the goal is to get common, why not just issue more common shares for Citi and KKR? Again, why issue the preferred if it is to be converted to common?
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Zitat dixdeau:
Could it be that Preferred shares were already available and sufficient commons were not?
Conjecture- Work out a prospective deal, raise money to close while window is still open, get permission to create new commons when plausibility of necessity for more shares is less opaque?
IMO- Forgiveness trumps permission when a time sensitive issue is favorably resolved.
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Zitat CSNY:
Yes, and at what price. Private placement and bargain price. This is just a private equity transaction, and that's KKR's line of business.
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Zitat WAMUCHEN:
I do expect a large buyout requires in exchange equity and debt as financing tools to lift the deal. I thought there shouldn't be any room for more equity financing. But as the numbers and thereof ways of calculation have shown, we still have room, not much if as MW transpired that dilution is always not his cup of tea. AAOC could have acted like KKR and Citi. Just after getting the shares, they have to unload some to 4.75% institution investors. Why they didn't?
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Zitat Porkchopranch:
"CSNY (or anybody who might know), well, here's probably another dumb question but I will ask it anyway.... Why issue preferred and then convert them to common? If the goal is to get common, why not just issue more common shares for Citi and KKR? Again, why issue the preferred if it is to be converted to common?
Thanks,
ND9"
Prfd is issued in a situation like this to protect the buyers and give them some "comfort" in their purchase. The large institutions buying into this deal need a carrot, and giving them a small dividend (coupon) till the deal is announced is the carrot. Their upside is the same as ours...IMO much higher that $2.20.
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Zitatende
MfG.L:)
Agreement For Termination Of Financing Agreement
http://www.lawinsider.com/contracts/...ngton-mutual/933136/2015-01-05
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Zitat dixdeau:
"AGREEMENT dated as of January 5, 2015 (this “Agreement”) by and among WMI Holdings Corp., a Washington corporation (the “Borrower”), WMI Investment Corp., a Delaware corporation (the “Guarantor,” each of the Borrower and Guarantor a “Loan Party” and collectively, the “Loan Parties”),.."
DEFINITION OF 'GUARANTOR'
A person who guarantees to pay for someone else's debt if he or she should default on a loan obligation. A guarantor acts as a co-signor of sorts, in that they pledge their own assets or services if a situation arises in which the original debtor cannot perform their obligations.
http://www.investopedia.com/terms/g/guarantor.asp
How do you suppose that was going to happen, WMII being able to cover the proposed loan ?
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Zitatende
MfG.L:)
FDIC Failed Financial Institution Closing Manual, 2009
Zitat Nightdaytrader9:
FDIC probably updated this document after WAMU was seized... Haven't read through it all... Maybe it was posted before but this was the first time I had seen it.
ND9
Zitatende
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Description of document: Federal Deposit Insurance Corporation (FDIC) Failed
Financial Institution Closing Manual, 2009
Requested date: 22-July-2012
Released date: 08-August-2012
Posted date: 14-April-2014
Source of document: FDIC
Legal Division
FOIA/PA Group
550 17th Street, NW
Washington, D.C. 20429
Fax: 703-562-2797
FDIC's Electronic Request Form
http://www.governmentattic.org/11docs/...edFinInstClosManual_2009.pdf
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Zitat Scott Fox:
Asset Team
• Inventories, segregates, and secures pooled notes, files, and collateral.
• Determines, based on the Agreement, the split of assets between the Assuming
Institution and FDIC.
• Receipts assets to the Assuming Institution.
• Begins disposal of assets not acquired by the Assuming Institution.
• A Post Closing Asset Manager (PCAM) and staff (typically contract personnel)
may remain onsite to continue the receivership asset disposition process.
Zitatende
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MfG.L:)