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Don`t feed the Troll ! (Winner, Paul,...) __________________________________________________
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Zitat observer410...:
This could take a bit....patience.
1 of __ (1) What the Debtor and Zelin Disclosed:
“NOTICE OF FILING OF CORRECTED DECLARATION OF STEVEN M. ZELIN IN SUPPORT OF ENTRY OF AN ORDER CONFIRMING THE SIXTH AMENDED JOINT PLAN OF AFFILIATED DEBTORS PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE
PLEASE TAKE NOTICE that November 24, 2010, Washington Mutual, Inc. ("WMI") and WMI Investment Corp. ("WMI Investment"), as debtors and debtors-in-possession (the "Debtors"), filed the Declaration of Steven M Zelin in Support of Entry of an Order Confirming the Sixth Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code [Docket No. 6087] (the "Zelin Declaration").
12. Consistent with Blackstone's engagement by the Debtors, Blackstone prepared a Valuation Report, dated October 26, 2010 (the "Original Valuation Report"), in which Blackstone concluded, based upon the Projections, the Adjusted Projections (defined below), and the Plan, as of the date of the Original Valuation Report, that the estimated range of Enterprise Values for Reorganized WMI is $125 million to $165 million, inclusive of the estimated value of the NOLs, which ranges from $10 million to $20 million. This valuation assessed approximately a 50% probability of utilization of the NOLs because, at the time of the Original Valuation Report, the character of the Stock Loss (as defined below) as an ordinary loss or capital loss was uncertain.
13. Subsequent to Blackstone's preparation of the Original Valuation Report, the Internal Revenue Service (the "IRS") issued a private letter ruling to the Debtors that eliminated the uncertainty around the character of the Stock Loss. Specifically, on November 19, 2010, the IRS ruled that the Stock Loss would be characterized as an ordinary loss. Accordingly, Blackstone prepared an amended Valuation Report (the "Amended Valuation Report"), dated November 22, 2010, a copy of which is attached hereto as Exhibit A, that reflects, among other things, the impact of the IRS ruling.
14. As discussed below, based on the Projections, the Adjusted Projections (defined below), and the Plan, and subject to the analysis described herein and to the assumptions, limitations and qualifications described herein, and solely for purposes of the Plan and confirmation thereof, Blackstone's Amended Valuation Report concludes that the estimated range of Enterprise Values for Reorganized WMI is approximately $135 million to $180 million. To the extent the NOLs are not available for any reason to shelter future taxable income, Blackstone' s estimate of Reorganized WMI's Enterprise Value range would be reduced by approximately $20 million to $35 million.
2 of ___
32. The current projected income of Reorganized WMI only utilizes a small
portion of the total NOLs resulting from the Stock Loss (if otherwise available). I understand
that, as illustrated on the following charts, the Projections (and Adjusted Projections, which are
based on the Projections) assume that (i) approximately $100 million of NOLs are available and
are used to shelter future taxable income generated by Reorganized WMI, and (ii) the
consummation of the restructuring pursuant to the terms of the Plan does not in any way impact
the availability of at least such amount of NOLs to shelter ordinary income:
40. Second, Blackstone determined that, as of the Valuation Date, the present
value of the Non-Limited Portion of the NOLs will be approximately $15 million to $25 million,
and the present value of the Limited Portion of the NOLs will be approximately $5 to $10
million, for a total present value for the NOLs of approximately $20 to $35 million.
41. Third, by adding the estimated present value of the NOLs ($20 million to
$35 million) to the estimated Enterprise Value Range, Excluding NOLs ($115 million to $145
million), Blackstone determined that the estimated range of Enterprise Values for Reorganized
WMI is $135 million to $180 million.”
*****How much income is in the projections? The required NOLs are only needed up to the amount of income projected.*****
PDF 21 - Income Statement: Adjusted Projections, Excluding NOLs
www.kccllc.net/documents/0812229/0812229101130000000000001.pdf
Millions
Income* Tax Rate
2011 $10,507 $3,678 35%
2012 $19,276 $6,747 35%
2013 $23,378 $8,182 35%
2014 $20,078 $7,027 35%
2015 $14,609 $5,113 35%
2016 $10,361 $3,626 35%
2017 $5,379 $1,883 35%
2018 $3,089 $1,081 35% $18,829
$106,677 $37,337 Carryback
2019 $(18,829) $(6,590) 35%
$87,848 $30,747
* Amount of NOL required equals amount of income in projection.
** Year 2019 has certain uniqueness which will generate $22,295M loss, which can be carried back.
3 of ___
(2) What did JMW Opinion state?
THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: ) Chapter 11
)
WASHINGTON MUTUAL, INC., et al., ) Case No. 08-12229 (MFW)
)
Debtors. ) Jointly Administered
OPINION1
Before the Court is the request of Washington Mutual, Inc.
(“WMI”) and WMI Investment Corp. (collectively the “Debtors”) for
confirmation of the Modified Sixth Amended Joint Plan of
Affiliated Debtors (the “Modified Plan”). For the reasons stated
below, the Court will deny confirmation of the Modified Plan.
DATED: September 13, 2011
The Court heard argument and reserved judgment on the
Daubert motion until the testimony was presented and crossexamination
completed, in order to have a better idea of the
bases for the experts’ qualifications and opinions. After
considering that testimony, the Court concludes that the
testimony of Maxwell should not be excluded because, although he
did not follow normal methodologies for valuing a business, his
report was not a valuation of the Reorganized Debtor but simply a
critique of the valuation done by the Debtors’ expert. To that
extent it is helpful to the Court. With respect to the argument
that Maxwell’s opinion is based on hypothetical scenarios that
have no basis in the record, the Court is able to evaluate and
consider the likelihood of the occurrence of the various
scenarios on which Maxwell relies in considering the credibility
of his testimony about the value of the Reorganized Debtor.
With respect to the second factor, the Court is not being
asked to render a decision on the legal issue of whether the use
of the NOLs by the Reorganized Debtor will be challenged (and if
challenged, will be disallowed). Instead, the issue before the
Court is what is the value of the NOLs to the Reorganized Debtor
and its stakeholders.
The Court, therefore, finds that the value of the existing business
of WMMRC (assuming no new business is generated or acquisitions
are made) is at the high end of Zelin’s range of value, or $140
million.
i. NOLs used by run-off business
Zelin did attempt to determine the net present value of the
NOLs in two components. The first was the value of the NOLs
to existing WMMRC if it simply remains in run-off. Based on his
valuation of the Reorganized Debtor, Zelin testified that under
section 382 the portion of the NOLs which could be used by WMMRC
during run-off was approximately $7 million per year. (D Demo 1;
Tr. 7/13/2011 at 103-04.) According to Zelin, the present value
of the NOLs that could be used by WMMRC is $10 to $20 million.
(Tr. 7/13/2011 at 260-61, 275-78, 284-85; D 341 at 8.)
Because Maxwell did not do a valuation of the existing
business with its NOLs , the Court accepts that the value of the
NOLs to the existing WMMRC business is that determined by Zelin
or $20 million. (Tr. 7/15/2011 at 36-37.)
4 of ___ {Gib, wait} :)
ii. NOLs used by future business
Zelin also attempted to value the NOLs that might be able to
be used in the event of a future acquisition of a profitable
business by WMMRC, which he valued at an additional $10 to $25
million. (Tr. 7/13/2011 at 260-61, 275-78, 284-85; D 341 at 8.)
The Plan Supporters also contend that Maxwell’s assumption
that WMMRC will operate as a going concern is faulty. It is not
based on the current Modified Plan, any existing business plan,
or the known intentions of the future shareholders. (Tr.
7/15/2011 at 74-75, 119.)
The Court agrees with the Plan Supporters that these are all
serious flaws in Maxwell’s analysis , which precludes the Court
from concluding (as Maxwell opines) that the Reorganized Debtor
could have a value in excess of $275 million. However, the Court
agrees with Maxwell’s critique of Zelin’s report that it gives
too little value to the possible future earning capacity of the
Reorganized Debtor that could be achieved simply by operating as
a going concern or merging with a viable company. See, e.g.,
Consol. Rock, 312 U.S. at 526.
The fact that the Settlement Noteholders (who as holders of
PIERS will receive the bulk of the stock under the Modified Plan)
performed analyses of the value of the NOLs does not alone
suggest that tax evasion was their reason for accepting stock
instead of a cash distribution. See, e.g., In re Federated Dep’t
Stores, Inc., 135 B.R. 962, 970 (S.D. Ohio 1992)
For purposes of estimating the value of the NOLs, therefore,
the Court cannot accept the Debtors’ assertion that the
Reorganized Debtor could not obtain future investments that are
more than the value of its non-tax assets without having the IRS
conclude that the acquisition of stock by creditors under the
Modified Plan runs afoul of section 269 of the Tax Code.
Based on the two expert opinions, one of which is too
conservative and the other of which is too aggressive, the Court
concludes that the present value of the NOLs to the Reorganized
Debtor is $50 million.
Based on all of the above, the Court concludes that the
value of the Reorganized Debtor and its NOLs is $210 million.
5 of ___
(3) What's it mean?
If they submitted, argued and won that the NOLs were valued based on the Blackstone Restated Projects, then there is enough NOLs just from 2011 ($600M per A&M and Zelin at confirmation 2) to carry forward to offset the income from those projections and within the $7M annual limitations will roll forward of annual unused amounts.
The abandonment scheme, very clever, pro-rated, will convert the $14B WMI NOLs to unrestricted from the $7M annual 382 limitations. WHY? They don't need them per their POR/DS and Expert Witness Valuation Projections.
Action: Take this scam away and Motion to Abandon WMB now. It is not an open confirmation or IT matter and it is only tied to confirmation at the request of equity. UNREQUEST IT and call out the debtor if they object.
Protection: Equity, with the convertible Ps and the Commons if needed, continuing owners, "do not need the abandonment scheme to preserve the full $14B NOLs."
Why? They could have us in another "gotcha" and we need to take it away from them, especially as a hammr6 to forge a better deal. This one WOULD H-U-R.T the SNHs.
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Zitatende
MfG.L:)
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