WMIH + Cooper Info

www.boardpost.net/forum/index.php?topic=7181.msg96535#msg96535

ZItat watsonmm:
No detais but there are bread crumbs.

www.boardpost.net/forum/...=dlattach;topic=7181.0;attach=1641

Zitatende
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Dokument:
Zitat:
Comptroller of the Currency
Administrator of National Banks
Washington, D.C.
September 25,2008
Kathryn V. McCulloch
Senior Vice President and
Associate General Counsel
JPMorgan Chase & Co.
277 Park Avenue, 1 9th FLOO~
New York, NY 10 172
Re: Applications for JPMorgan Chase Bank, National Association, Columbus, Ohio
("JPMCB"), to Acquire Assets and Liabilities from Washington Mutual Bank,
Henderson, Nevada ("WMB"), and to Merge Washington Mutual Bank FSB, Park City,
Utah ("WMBIFSB"), a subsidiary of WMB, into JPMCB; and for Chase USA, National
Association, Newark, Delaware, to Acquire from JPMCB Certain of the Assets and
Liabilities that JPMCB Acquired from WMB
Application Control Numbers: 2008-ML-02-00 1 1, 00 12, 00 13
Dear Ms. McCulloch:
The Office of the Comptroller of the Currency ("OCC"), for the reasons discussed below, hereby
approves the applications (1) of JPMorgan Chase Bank, National Association, Columbus, Ohio
("JPMCB"), to (a) acquire assets and liabilities from Washington Mutual Bank, Henderson,
Nevada ("WMB"), and (b) to acquire by merger Washington Mutual Bank FSB, Park City, Utah
("WMBIFSB"), a subsidiary of WMB; and (2) of Chase USA, National Association, Newark,
Delaware (CUSA), to acquire from JPMCB certain of the assets and liabilities related to the
credit card accounts acquired by JPMCB from WMB. This approval is granted following review
of the application, other materials you have supplied, and other information available to the
OCC, including commitments and representations made in the application and by representatives
of JPMCB and CUSA during the application process. As discussed below, the transactions may
be consummated immediately upon approval.
PROPOSAL
WMB, a federal savings bank with deposits insured by the Federal Deposit Insurance
Corporation ("FDIC"), was closed by the Office of Thrift Supervision on september 25,2008,
and the FDIC was appointed as receiver. The FDIC sought bids from potential acquirers to
acquire WMB, including its subsidiary WMBIFSB. JPMCB was the winning bidder. WMB has
branches in Arizona, California, Colorado, Connecticut, Florida, Georgia, Idaho, Illinois,
Nevada, New Jersey, New York, Oregon, Texas, Utah and Washington. WMBIFSB is a federal
savings bank with deposits insured by the FDIC and branches in Utah and Idaho. JPMCB is a
national bank with deposits insured by the FDIC. It has branches in several states, including
many of the states in which WMB and WMBIFSB also have branches. CUSA is a national bank
that is insured by the FDIC and has no branches.
JPMCB proposes to merge WMBIFSB into JPMCB immediately after consummation of
JPMCB's purchase and assumption of the assets, including the stock of WMBIFSB, and
liabilities of WMB. CUSA proposes to consummate its purchase of credit card accounts,
including associated assets and liabilities, from JPMCB immediately after consummation of the
merger between JPMCB and WMBIFSB.
ANALYSIS
Authority for the transactions and branch retention
National banks have long been authorized to purchase assets and assume liabilities of other
depository institutions as an activity incidental to banking under the authority of 12 U.S.C.
5 24(Seventh).' Consequently, JPMCB may acquire deposits and assets of WMB as proposed.2
The next transaction, the merger between JPMCB and WMBIFSB, is authorized under 12 U.S.C.
5 21 5c. Finally, the purchase of assets and assumption of liabilities from JPMCB by CUSA is
permissible under 12 U.S.C. 9 24(~eventh).~
Moreover, JPMCB is authorized to retain as branches the main office and branches of WMB and
WMBIFSB. The FDIC Board, in approving the acquisition of assets and liabilities of WMB by
JPMCB, has invoked its authority under 12 U.S.C. 5 1823(k) to override any state laws that, as
applied to national banks, would prohibit, restrict, limit, or lack authorization for JPMCB to
retain those offices as bran~hes.~o nse~uentltyhe, OCC concludes that JPMCB has authority
1 See, e.g., City National Bank of Huron v. Fuller, 52 F.2d 870, 872 (8th Cir. 193 1).
2 As will be discussed, the FDIC Board, upon making the relevant findings, relied on its authority under 12 U.S.C.
$ 1823(k) to authorize this transaction.
3 With respect to the possibility that WMB or WMBIFSB may hold assets or subsidiaries or engage in activities not
permitted for national banks, JPMCB has represented in its application that it will divest itself of any such
nonconforming or impermissible assets, subsidiaries, or activities acquired through the transactions addressed in this
approval within two years of the consummation date of these transactions or within any other period of time that the
OCC deems appropriate. CUSA also has represented that it will divest itself of any nonconforming or
impermissible activities or assets acquired through its purchase and assumption agreement with JPMCB within two
years, or such other time period as the OCC deems appropriate.
4 CJ: Colorado State Banking Board v. Resolzction Trust Corporation, 926 F.2d 93 1 (loth Cir. 1991); Arkansas State
Banking Commissioner v. Resolution Trzrst Corporation, 91 1 F.2d 161 (8th Cir. 1990) (upholding authority of RTC
to override state law branching limitations under 12 U.S.C. $ 1823(k) including as applied to national banks).
to retain as branches the main offices and branches of WMB and WMBIFSB in each of the states
in which such offices are 10cated.~
Bank Merger Act
The OCC reviewed the proposed purchase and assumption transactions between JPMCB and
WMB and between JPMCB and CUSA, and the proposed merger between JPMCB and
WMBIFSB under the factors set forth in the Bank Merger Act ("BMA"),~ and applicable OCC
regulations and policies. The OCC considered these factors and found them consistent with
approval.
In addition, the OCC finds that it must act immediately under the standards set forth in the BMA
to approve the proposed acquisition by JPMCB of WMB.' At the time of entering its bid,
JPMCB advised the FDIC and the OCC by letter of its need to immediately after consummation
merge WMBIFSB into JPMCB and to have CUSA immediately assume the credit card business
acquired by JPMCB as a result of those transactions.
In light of the close interrelationship between the JPMCBIWMB purchase and assumption
transaction and the JPMCBIWMBIFSB merger and the JPMCBICUSA purchase and assumption
transaction, the OCC has determined that it must act immediately under the BMA to approve the
JPMCBIWN'IBIFSB merger and the JPMCBICUSA purchase and assumption transaction as well
as the JPMCBIWNIB purchase and assumption transaction.
Community Reinvestment Act
The Community Reinvestment Act ("CRY) requires the OCC to take into account the
applicants' record of helping to meet the credit needs of the community, including low-andmoderate-
income ("LN'II") neighborhoods, when evaluating certain applications, including
transactions that are subject to the BMA.~ The OCC considers the CRA performance evaluation
of each institution involved in the transaction. A review of the record of these applicants and
other information available to the OCC as a result of its regulatory responsibilities revealed no
evidence that the applicants' record of helping to meet the credit needs of their communities,
including LMI neighborhoods, is less than satisfactory.
5 Title 12 U.S.C. 5 36(e)(l) specifically authorizes national banks to acquire, establish or operate branches
authorized under 12 U.S.C. 5 1823(k). Moreover, we note that under 12 U.S.C. 5 36(c), JPMCB may also retain and
operate as branches the main offices and branches of WMB and WMBIFSB in the various states in which JPMCB
has branches, and in the various states where JPMCB may establish interstate de novo branches under 12 U.S.C.
5 36(g).
' 12 U.S.C. 5 1828(c)(3).
8 Consequently, certain procedural requirements of the BMA are inapplicable to any of the transactions. 12 U.S.C.
5 1828(~)(3)(,4 )(C), and (6).
9 12 U.S.C. 5 2903; 12 C.F.R. $5 5.33(e)(l)(iv), 25.29.
- 3 -
Consummation guidance
This approval is granted based on our understanding that other applicable regulatory approvals,
non-objections or waivers with respect to the proposed transactions will have been received prior
to the consummation of the transaction. Within seven days of consummation of the transaction,
please provide the Large Bank Licensing Lead Expert with copies of: a Secretary's Certificate
for JPMCB, WMBIFSB, and CUSA certifying that a majority of the boards of directors of the
relevant institutions approved the transaction; and executed purchase and assumption and merger
agreements.
This approval and the activities and communications by OCC employees in connection with the
filing, do not constitute a contract, express or implied, or any other obligation binding upon the
OCC, the U.S., any agency or entity of the U.S., or any officer or employee of the U.S., and do
not affect the ability of the OCC to exercise its supervisory, regulatory and examination
authorities under applicable law and regulations. The foregoing may not be waived or modified
by any employee or agent of the OCC or the U.S.
If you have questions regarding this letter, please contact Stephen A. Lybarger at 202-874-5294
or at Stephen.Lybarger@OCC.treas.gov. Please reference the application control number in any
correspondence.
hie L. Williams
First Senior Deputy Comptroller and Chief Counsel

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MfG.L:)

March 2015 GAO report, WAMU had $32.9B assets, $8.1B debt

Zitat Nightdaytrader9:
March 2015 GAO report, P.27,  At the time of its filing, Washington Mutual had about $32.9 billion in total
assets and total debt of about $8.1 billion.

Well, 6.5 years later, at least they are reporting same information.

ND9
****************************

United States Government Accountability Office
Report to Congressional Committees
March 2015
GAO-15-299U

FINANCIAL COMPANY BANKRUPTCIES
Information on Legislative Proposals and International Coordination

www.gao.gov/assets/670/669089.pdf
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MfG.L:)

wurde damals ja vermutet.... nur was bringt es uns jetzt...ist doch alles bei JPM

...JPM wird aber nicht alles festhalten können.
Leider kauft sich JPM zu oft frei, als dass sie für ihre Handlungen zur Rechenschaft gezogen würden.

Das ist derzeit leider so.

LG

www.boardpost.net/forum/index.php?topic=7135.msg95487#msg95487

Zitat myadad:
I don't know how many of you actually read the proxy statement ( it was long with a lot of lawyer speak ) but there was a lot of clarification concerning the road ahead.  I don't expect any more news until after the April 28 shareholder meeting.  At the meeting the votes will be counted and we will vote to incorporate in Delaware.  Once the votes are in, the actual registration process involves only signing two papers and recording them.  At that point we get the new additions to the board  and Mr. Gallagher and Mr. Fairfield start running the show.  Everything in the future is dependent on getting the company registered in Delaware and nothing substantial regarding an acquisition target can be announced before that happens.  I expect shortly after that for there to be a capital raise (hopefully issuing debt and not from more issued stock ) along with an announcement that we have a target for either a merger or purchase.

I don't understand all the angst and concern over the letter from the BOD.  The letter is just a statement that things are progressing.  Everything has to follow a certain order.  The proxy statement is the road map as to how they are progressing. 1. Shareholder meeting, 2. Delaware registration, 3. New expanded board, 4. Conversion of preferred stock to common, 5. Maybe an additional capital raise, 6. and then acquisition of new company.  Before that all happens, I expect quite a it of volatility in our share price as the MM's try to pick up shares prior to any announcement.  But, because we know what is coming, I hope everyone just holds tight and waits for the official announcements.  I am thinking we will know a whole lot more by this summer.  We may have to vote again on the acquisition but maybe not if it is a straight purchase of one of KKR's subsidiaries.
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Zitat investorwad:
Mya, good thoughts on the likely series of events, but there will be no vote on an acquisition nor can we buy a KKR portfolio company or sub. An acquisition is more or less a significant operational decision that only requires BOD approval.  Further, when would it be appropriate for shareholders to vote on such? During DD, after LOI, just before closing?  

We can't buy a KKR controlled entity simply because of COI and this is very similar to the Capmark theory with our two new execs.  Even though KKR is a significant shareholder, there still has to be arm's length with respect to business dealings/decisions.

Yeah, a surprise debt issuance prior to a first acquisition would really get things going. With what we have available we may be able to buy $100M/year in EBIT which would be .166 EPS with 600M shares outstanding, but with a 10 P/E we only get to $1.66 PPS. With about $500M in debt added to the equation we may be able to get closer to $300M/year in EBIT which would be $4.98 PPS using the above estimated values. Of course the market may have other thoughts on valuation/potential and we could get bid higher.
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Zitat azcowboy:
... Sometimes I present research conclusions,

... Sometimes I dictate Pre Disclosed Procedures

... Sometimes I post literal Filing Text'

~ and I obviously, do not have a problem backing up my statements or findings with text or link'

... sometimes I post my theory's as we move forward; ~ the following is one recent example' ~ 4/5/2015 ... AZ's Theory Moving Forward'

... WM = WMI = The Original Debtors Estate = The Liquidating Trust = WMIH's (ultimate) Target' ... (soon' to begin to be realized)

WMI's existing Liquidating Trust, in its current form, does not have the mechanisms in place to rapidly convert or dispose of ... "illiquid assets" ... as returns to the Original Debtors Estate by the FDIC' ... Illiquid Returns, ... to be realized, now that their Purchase and Assumption Agreement between the FDIC & JPMorgan Bank N.A. has terminated ~ 9/25/2014'

The existing Liquidating Trust is, however, very much in a position to distribute cash' ~ (a separate conversation)

Again, the recent Press Release merely reminded everyone of the procedures, that were put into place back in Feb of 2012 as described within the Plan of Reorganization ...

... The recent Press Release' was reminder number one & the 10-Q was reminder number two' ... of the distributing of WMIH share procedures as disclosed, again, within  the now approved Plan of Reorganization'

With the upcoming shareholders meeting on April 28th 2015' ... the authorization of 3.5 billion shares available for the company WMIH, will soon be formally accepted ... (3.5 billion authorized shares, minus 600 million shares earmarked = 2.9 billion shares available)

The ... ("DTC") ... is currently holding ~ 2.9 million shares ~ of WMIH for future distribution, (a coincidence ? I don't know, I don't believe in coincidences, myself ... whatever' doesn't matter')

Here is my thought' ... No Where' in any filing or document, ... is there a described limitation on the amount of shares that WMIH can deposit within the ("DTC") ... on behalf of a distribution of a  ~ stock for value ~ event, if WMIH decides it wants what the Liquidating Trust has' ...  No Where ... (this could only involve something illiquid as a return though' ... any cash received'  HAS to follow Attachment H')

WMIH will soon have a reasonable amount of shares authorized and KKR & Citi have the mechanics in place to get this party started'

Purchasers of WMIH stock since March of 2012 ? will have participated in an OTC stock in an upward moving company, obviously as we have witnessed the stock move up from the 50 cent ranges in 2012'

Owners of (-esc) escrow tracking markers which released and received their allocated shares of WMIH as a March 2012 transition, ... will ~ In my opinion, ~ soon see those transitional calculations utilized as WMIH will issue a ~ stock for value ~ event to the owners of the Original Debtors Estate'

AZ

ADDED; ... I'll say it again, ... This deal ain't gonna merely be about NOL's, blah blah blah' ... and the $600m received for the B preferreds ? ain't diddy squat as far as near enough money, even if they (WMIH) were all to literally empty the checkbook' ... Nope' ... Big Players, Big Plans = Big Results ... That is what AZ's theory is'

just sayin'
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Zitat CSNY:
I disagree on one point:  If the LT will be distributing illiquid assets and WMIH will absorb them in exchange for WMIH common, the LT will own those shares and will not distribute them to WMIH shareholders until and unless they reached an LT-determined optimal value.  (The last thing the LT would want is for them to be sold into the market and then rise, thereby losing gain for legacy shareholders.)  More likely the shares would be held in trust for the legacy shareholders then liquidate by the LT and the proceeds distributed.  Of course, the LT would distribute dividends on those shares as they are received.
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Zitat azcowboy:
CSNY'

I agree, I just did my best within a basic explanation ... I appreciate the assist'

"the LT will own those shares and will not distribute them to WMIH shareholders until and unless they reached an LT-determined optimal value. "

Please, everyone ... apply and include the greater and better defined' dissection as CSNY has provided ...

Thank You'
+++++++++++++++
weiter zu Withcatz:
.. Show me where the LT is restricted ... you may want to review the Plan, the recent 10-Q and the Press Release which all reference and comment regarding the ("DTC") ... and share distributions of WMIH via the Liquidating Trust' ... don't make it so easy for me' ... yeesh'

However, .... You' actually ... lost me and any serious conversation at ~ "FancifuL" ~ I'll leave you to those that appreciate you' and your wise cracks' ...

Enjoy your Holiday'
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Zitat WithCatz:
In no way would I want to impune your abilities   -- but before you come up with a theory, it might be helpful to check on the viability of the 'currency' that is used.  The WMILT doesn't liquidate to "shares" in another company.  They liquidate to cash.  And distribute that.

The share distribution you speak of, is the one-time event of the shares that have been at the WMILT all along.  

Those shares are not what is being 'proposed'.  What is being proposed, by the theory, is that the ~new~ shares by the WMIH will somehow be 'exchanged' for assets (yet to be arriving) to the WMILT.   That the WMILT will somehow end up with "even more" WMIH shares.

I'm completely clear of the separation.   And so are you.

Please, re-read the PR as well.  You are mistaken.
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Zitat kenwalker:
That's an interesting twist to the "newly minted stock exchange for illiquid assets" idea and I'd need to think through it a bit more but at first blush a good many shares would be "locked" as in shares owned by > 5% holders, also I'm not sure of the legality of "selling" ones property ( returned assets are actually owned by holders of LT escrows ) and not distributing the proceeds even if it were in the form of stock.

I do believe the assets will be purchased at a considerable discount to take advantage of CL's to CG's as that would greatly add to KKR's share PPS and obviously KKR / Citi don't have a problem with these proposed additional shares. I also believe that cash from liquidated assets will be dispersed, so a sell off ( at discount ) would not be in my personal plans and I assume others would have similar feelings. Still it would be my assets .................. my choice, plus I think that we have show we are a group willing to wait.
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MfG.L:)

www.boardpost.net/forum/index.php?topic=7135.msg97249#msg97249

Zitat CharlienDude:
I didn't see your post when it was originally posted a couple weeks back but wanted to make something very clear.   When you say ''we'' have to vote, I know you are referring to all (including us small retail) shareholders but when you look at the aggregate percentage of shares held by the HFs, I truly believe those acquisition decisions will be done and agreed upon by those large shareholders long before they put it out to go through the formality of voting by ALL shareholders.

For example, look at the reincorporation date in Delaware already processed in February but we don't officially vote on it (and pass it) until the 4/28 meeting.   I feel very confident that when something is stated in a PR, the BOD members (along with KKR and Citi) already know they have the majority vote.  Those additional authorized shares they have up for a vote, they already know what they need for current (within the next 6 months) and what they are projecting will be needed within the next couple of years for their dealmaking.


One more thing .... this may have been discussed before and I just don't recall.    Does WMIH have to remain as "WMIH", the parent company, through all merger/acquisitions in order to maintain the NOLs value?
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Zitat investorwad:
Char, we will not be voting on an acquisition. It's a BOD decision.

Yes, the DE Newco was already created, but we have to wait until voting is complete to actually merge with it.

I believe we are changing names from WMI Holdings Corp. to WMIH Corp. by merging with Newco.

+++++++++++++

Yeah, AZ is certainly all in on this one and can't simply let time be the final judge.  Don't even get me started on the WMIH illiquid assets participation nonsense.  

What really needs to happen for there to be clear proof SOMETHING is coming back is:

-The creation of T6 LTIs (we don't have them yet) and the LT announcing such.
-The LT stating assets/cash coming back from the R and maybe even providing some color on source/reason and perhaps dollar amount or range.
-We actually receive checks at some point.

The AZSpotBop seem to believe there is going to be some huge news event worthy of the CNBC scroll that the FDIC is returning BILLIONS ($40B according to Bop) in mortgage and other assets to the WaMu parent BK Trust and the reorganized WMIH Corp. with KKR as largest shareholder will be managing this massive asset portfolio.  

The LT get billions of WMIH shares, blah, blah, blah... Absolute and utter nonsense. You really must ask yourself why these three and others are hyping this so much day in and day out and, with AZ, actually getting mean, angry, and threatening to any who oppose.  Very, very, bizarre behavior.
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Zitat sysintelfin:
Sir, with all due respect, you are stuck at looking at the means and not even considering possible ends. One day when you would realize what they contributed you would thank the persons responsible profusely.

Let me say this too, respectfully, that your approach although calm and collected is nowhere less appealing for it is contributing to a great dynamism on the board and up in that piece.
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Zitat investorwad:
No, Sys, we will all be waiting for their excuse as to why the Rillions never showed up and who's to blame. So after pounding the board for years with his nonsense, AZ will just say, "Oops...sorry?", and explain how his research was flawless, blah, blah... He, Spot, and Bop will owe this and the other board an apology for falsely getting up the hopes of so many.

Bottom line is if you released and submitted you will get T6 LTIs if and when the LT has enough to make a disbursement. If you currently have DEE CUSIPs reflecting your WMI equity position(s), that is how you know you'll get LTIs if one has doubts.  

Quote from: WAMUCHEN on April 06, 2015, 08:23:10 AM
Prolonged wait devours whale-like patience.

NOLs are not everything, but a piece of considered assets to the Co. (i.e., otherwise Citi wouldn't have unloaded its $200MM dollars position to smaller investors to reduce the impact over change of ownership effect - Sec. 382).

With significant control, you may authorize anymore shares anytime. Why the rush now?

Those shares weren't authorized to enrich the unknowns. That magnitude of authorization was based on a calibrated model.

Some have been enlightened by:

1. DEL. REINCORP. - DEL. Trusts
2. New WMIH Corp. CEO - very experienced in mortgage industry
3. KKR's $400MM investment - a good % of available cash on the balance sheet - Mere NOLs? Really?
4. JPM's servicing rights over certain mortgages
5. Declaration by bank ex-employee on transcript testifying he was of no knowledge on ownership transferring on mortgage assets concerning WaMu loan portfolios (i.e., don't ask me where it is. someone posted it couple weeks ago)
6. A&M's new hired - why that exact position at the FDIC?

There is reason for everything.




Yeah, unfortunately, Wamuchen, this is all circumstantial just like all of AZ and Spot's reasoning and for each one of these there are an equal number of reasons why we will not see what they appear to believe.

The two ex-Capmark execs are somewhat interesting and if indeed WMIH buys some form of mortgage  related business it would provide the first glimmer of actual evidence we intend to at least be in the mortgage business of some sort. If we don't buy some mortgage or asset management company, the Rillions team will simply sluff it off and try to justify it.

Capmark purchased Bluestem last year and the Bluestem CEO is now the Capmark CEO. So, it could be that our two new execs wanted to come to WMIH and resigned, or they were not needed and resigned. Either way, there is a Gene connection there and we've known for some time we needed someone to run WMIH. What professionals at the C-level do is roughly the same as they change businesses and it varies widely. Ford's Mulally, for example, was rumored to be a contender for the Microsoft CEO slot and it wouldn't have been a big deal had it taken the job.

What would likely happen behind the scenes if indeed something is coming back from the R is the LT would be in discussions with them and once things are finalized, the LT COULD do a press release like we saw two weeks ago. In that hypothetical PR, they could simply announce some subs, or payments, or maybe even illiquid assets of some sort are coming back to the estate and they'll provide further updates at a future date. We eventually have to be told of this new source of cash/assets, right?  THIS is what is required to start wondering aloud the magic question of, "How much?".  Until this happens, well, it's simply a very wild theory.
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Zitat kenwalker:
The 2.9M  legacy shares ( that have LT escrows attached ) to be used to settle with former employees?
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Zitat investorwad:
I believe this would happen only if the employee claims and remaining T4 LTIs were to surpass the roughly $200M the LT has left.  The employee claims are capped at $90M according to Joe and the LT has about $74M remaining if you subtract the $126M T4 LTI balance. So, if the employee claims get settled for anywhere near that $74M, the DEE shares could be in jeopardy. If the employee claims were to actually get the whole $90M cap, the T4 LTIs would actually be impaired and if no more cash comes to the LT, the LT could close shop and leave them that way. It's he worst case scenario that the PIERS don't get the full balance and the DEE shares go to the employees. I haven't checked, but Joe seems to believe the employees would get the DEE shares if there isn't enough cash to settle them.
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Zitat Uncle_Bo:
Wad,

Let me first say that I truly enjoy reading your posts as they offer some good reasoning. Having said that though please read through the paragraph you posted - to me you have defeated your own argument. I cannot believe, that KKR would agree to hiring two execs only because Jene Davis knew them and he was looking to provide them with cushy jobs, I simply cannot believe that this is the case. The experience does matter very much, it is not just interesting. Whether they will be managing "illiquid assets" coming from the trust that is a leap (which I cannot exclude), but...but IMVHO they will be managing some sort of a debt vehicle - mortgages, corporates, even WMIH own "small scale", special situations underwriting. The reason being is that there are logical and current market opportunities there.

As to Allan Mulally, yes he has been a rainmaker for Ford coming from 25 years with Boeing. I never believed that he would venture into running a software company. Dirty Harry says - "A man has got know his limitations"

GLTA,

Uncle Bo
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MfG.L:)

www.otcmarkets.com/stock/OTCM/news?id=101717

Zitat :
OTC Markets Group Welcomes Newly Verified OTCQB Companies – April 13
Apr 13, 2015

OTC Disclosure & News Service

New York, NY -
OTC Markets Group Inc. (OTCQX: OTCM), operator of Open, Transparent and Connected financial marketplaces, today announced the following companies are verified for trading on the OTCQB® Venture Marketplace:
CornerWorld Corp. (OTCQB: CWRL) – CornerWorld is a marketing and technology services company creating opportunities from the increased accessibility of content across mobile and internet platforms.  The company conducts its business through its main operating subsidiaries as described below.
The company provides certain marketing services through its operating subsidiary Enversa Companies LLC, a Texas limited liability company ("Enversa").  Enversa is a technology-oriented direct response marketing company.  Enversa identifies qualified leads for advertisers thereby connecting them with potential consumers and also operates several ad networks. Enversa also provides search engine optimization services (SEO"), domain leasing and website management services on a recurring monthly basis.
The company provides telecommunications services through its wholly-owned subsidiary, Woodland Holdings Corp. (“Woodland Holdings”).  Woodland Holdings provides telephony and internet services through its subsidiaries Phone Services and More, L.L.C., doing business as Visitatel (“PSM”), and T2 Communications, L.L.C. (“T2”).  As a provider of Internet and VoIP services, T2 delivers leading-edge technology to business and residential customers in Michigan and Texas.  Offerings include: phone lines, internet connections, long distance and toll-free services.  T2 is a Competitive Local Exchange Carrier (CLEC).  PSM, also a CLEC, holds an FCC 214 License as a wholesale long distance service provider to the carrier community and large commercial users of transport minutes.
WMI Holdings Corp. (OTCQB: WMIH) – WMI Holdings (“WMIHC”) is a holding company organized and existing under the laws of the State of Washington.  WMIHC, formerly known as Washington Mutual, Inc. (“WMI”), is the direct parent of WM Mortgage Reinsurance Company, Inc. (“WMMRC”), a Hawaii corporation, and WMI Investment Corp. (“WMIIC”), a Delaware corporation.  
U.S. investors can find current financial disclosure and Real-Time Level 2 quotes for these companies on www.otcmarkets.com.

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Zitatende

MfG.L:)

investorshub.advfn.com/boards/...msg.aspx?message_id=112957138

Zitat BlueeFoxx:
Keep in mind this BOD is going to do what is commonly referred to as ICI (Issue/Convert/Issue) in the corporate financing world. It's actually a very sensible approach to the way M&A has been accomplished by other companies associated with KKR.

1. Issue preferred voting shares to give the shell the funds necessary to acquire a revenue producing company for long-term growth.

2. On date of merger completion convert all outstanding preferred shares to common equity in newco. This opens the door to step 3.

3. Issue new preferred since the debt of the other preferred is converted to equity and the issued shares have been absorbed by the newco shareholders and the pps.

RINSE AND REPEAT will be the strategy of this BOD. It is how you quickly grow WMIH into a Fortune 500 company virtually overnight (Wall Street talk for 1 year).

I expect this stock to be 3-4 times what it is today vs 1 year from now. Why?

1. Debt will be covered by existing funds.
2. Earnings will be offset by "No Taxes!"
3. Growth will be accelerated by extra tax savings accounts of acquired companies who will be put into the "Consolidated Tax Group" that Holding Companies use to their advantage.
4. KKR/CITI combo on accelerated growth.
5. Pledge by KKR and their affiliates to not hedge or short WMIH positions. This should be funneled downstream to others in the little group.
6. Experience of new board members in M &A.

I am excited about "riding the coattails of all this experience that will surely make smart decisions to protect their investors."

Good Day
Cheers
Don

I do not expect this ICI to be slippery. I expect this BOD will have plenty of traction.

IMHO
--------------------
Zitatende

MfG.L:)

www.boardpost.net/forum/index.php?topic=6836.msg89989#msg89989

Zitat doo_dilettante:

www.fdic.gov/bank/individual/failed/wamu.html
as of 12/31/2014 they are quick this time....

looks like the value has increased slightly....

Things that make you go hmmmm reading the information on the website....

www.fdic.gov/bank/individual/failed/wamu.html#possible_claims

If you hold senior unsecured debt or subordinated debt, your claim with the Receiver has already been registered by virtue of bond ownership and there is no need for you to make an additional claim. If the ownership of the bond changes, the claim against the Receiver will follow the ownership of the bond. Please note that under federal law, 12 U.S.C. § 1821(d)(11), claims by subordinated debt holders are paid only after all claims by general creditors of the institution. At this time, the FDIC as Receiver for Washington Mutual Bank does not anticipate that subordinated debt holders of the bank will receive any recovery on their claims.

AND THEN IT READS

www.fdic.gov/bank/individual/failed/wamu_settlement.html

Also, the Receiver must resolve a number of indemnity claims made by JPMC. JPMC has submitted over 100 notices of potential indemnity claims. (Notices can be found at Group 1: JPMorgan Chase Notices relating to Washington Mutual Whole Bank P&A in the Freedom of Information Act (FOIA) Service Center Reading Room and, JPMorgan Chase Notices relating to Washington Mutual Bank Whole Bank P&A at, Group 2: JPMorgan Chase Notices relating to Washington Mutual Whole Bank P&A). Should the Receiver be found liable on any of JPMC's indemnity claims, under the P&A, those claims will be satisfied as administrative expenses and thus before the claims of general unsecured creditors. Current information indicates that the Receiver is unlikely to have sufficient funds to distribute to holders of receivership certificates issued to junior note holders or equity holders of WAMU.

JUNIOR DEBT HOLDERS = SUBORDINATED DEBT HOLDERS
--------------------
Zitat ron_66271:
claims by subordinated debt holders are paid only after all claims by general creditors of the institution.

WMILT is a general creditor.


Current information indicates that the Receiver is unlikely to have sufficient funds to distribute to holders of receivership certificates issued to junior note holders or equity holders of WAMU.

WMILT is not a junior note holder, and with the abandonment of the WMB [WaMu] stock to the FDIC. The FDIC is the equity holder of WAMU.
-------------------
Zitat CSNY:
If this is correct, there is no residue to the LT interests; only whatever WMILT takes as a creditor.  This would vastly diminish WMIHLT's recovery.

--------------------
Zitat amd4001967:
Here comes to play RCW 63.29.170, the way it was engineered with the stock abandonment the new Co. can take advantage of the NOL, but by procedure the FDIC can not keep any residual so they have to remit that residual to the state of the last known owner, Washington State , that is from the "NOTICE REGARDING ABANDONMENT OF EQUITY INTERESTS IN WASHINGTON MUTUAL BANK , IMO , the reason of this:"... WMI has caused an affidavit with respect to the lost or misplaced stock certificate representing shares of common stock of WMB to be delivered to WMB, and, in accordance with RCW 63.29.170, a copy of such affidavit together with a copy of this Notice will be served by registered first class mail to the Washington State Department of Revenue., and as the last known owner WMILT as successor in interest to WMI can claim those funds
www.sec.gov/Archives/edgar/data/933136/...mm03-2312_8ke991.htm

app.leg.wa.gov/rcw/default.aspx?cite=63.29.170

www2.fdic.gov/funds/

All in my humble opinion.
----------------------
Zitat doo_dilettante zu User CSNY:
And if that is the case, what amount is WMILT claiming.....?!
---------------------
Zitat Sgtofarmsone zu User amd4001967:
Thank you and makes perfect sense.  I hold a few LEH certs (not accounting for much) however did receive notice similar and gave me a deadline to file a claim to receive my portion of any monies left over.  

I don't recall the amount of holders who DID NOT  release during WMI's BK, but it appears there is at least a fair housekeeping method  in place for those folks.

Zitat Sgtofarmsone zu User CSNY: I think you're partially right.  As far as creditor for WMILT, well I'm not sure about that (over my head) but I don't think so.  I do know if there is a chance of it, however, there are Senior, Junior and administrative costs (look and the updated FDIC-R balance sheet statement thread and terminology).

I'll say again, it appears, at least for know, the only chances of our escrow markers receiving any monies is from the scraps left over after all other claims above equity have been adjudicated from the WMILT and receiving nothing from the "R" wind down.
--------------------
Zitat CSNY:
I mean that taking what Ron said as true (I'm not) then WMILT's abandonment would mean it would not get anything from the receivership on account of it's status as the former owner of WMB's equity.  I have decided not to worry about any of this as it is MW's problem.  He and WMILT's counsel and A&M have to deal with the receivership issues.
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Zitat dixdeau:
" WMI has caused an affidavit ... to be delivered to WMB," The affidavit was delivered not the stock. The stock was abandoned, period. It was not abandoned TO anyone.

If WMILT's claim is based solely on the WMB stock WMILT cannot be a General Creditor. Iirc most of WMI's timely claims on FDIC were settled by the GSA.

With just over $19million in General Creditor claims(per the new balance sheet) it is unlikely that WMI had made other significant, in terms of escrow recovery, approved claims.
--------------------------------------------------
Zitatende

MfG.L:)

www.boardpost.net/forum/index.php?topic=6836.msg90006#msg90006

Zitat ron_66271:
Please read Paragraph 7, and footnote 2 on PDF 3/15;
Filing # 5885 ............ Dated 11/12/2010

www.kccllc.net/wamu/document/0812229101112000000000029

Footnote 2;
"In its capacity as a creditor, WMI claimed, among other things, that (i) the FDIC dissipated WMB’s assets by selling substantially all the assets of WMB to JPMC rather than liquidating WMB’s assets, and thus the FDIC breached its statutory duty to maximize the net present value return of such assets, and therefore owes damages to WMI; (ii) the FDIC’s wasting of WMB’s assets constitutes a taking for property without just compensation in violation of the Fifth Amendment to the US Constitution; (iii) the FDIC’s refusal to compensate WMI for the property taken in the receivership constitutes a conversion of WMI’s property, actionable under  federal law; and (iv) the FDIC’s refusal to compensate WMI of property taken in the Receivership constitutes a conversion of WMI’s property"

Also see PDF 5 Paragraph 12. I think this might be the answer to the ordinal question of “When”.

The GSA also resolved a related problem related to the WMI Tax Group. Read Para 12 real slow…
“12.   The Debtors are precluded from claiming a worthless stock deduction in respect of the WMB Stock so long as WMB remains a member of the WMI Tax Group (or until the WMB receivership is completed and WMB distributes all of its remaining assets). Treas. Reg,…..  Pursuant to governing Treasury regulations, however, upon abandoning the WMB Stock, WMI should be able to claim a worthless stock loss deduction (in the estimated amount of approximately $5 billion) on its consolidated federal income tax return for the taxable year in which the abandonment occurs.”

After reading this section of document #5885 filed Nov 12, 2010 many times. It's my opinion that the Fifth Amendment Taking is already resolved in the GSA dated Oct 6, 2010. There is no reason to litigate, unless the parties don't fulfill the agreement. JPM is unreleased due to nonperformance and therefore in noncompliance with the Conformation Order. Project West and RICO come back to the table [AT&T]. The filing date for the big discovery Doc by Quinn Emanuel was Dec 14, 2009. AAOC had big leverage on JPM and FDIC.

WMI abandoned the WMB stock so the FDIC could close the receivership. If WMI had not abandoned the WMB stock, then FDIC would have had to litigate WMI for ownership of the stock before FDIC could process the receivership.
--------------------
Zitat CSNY zu User  Sgtofarmsone (von Teil 1):
I think you misinterpreted what I was saying.  I was merely interpreting what Ron said.

He -- not I -- said that the abandonment means the LT cannot take the R residual (this belongs to the owner of WMB), that it is forfeit, and any residual goes to the FDIC or to someone other than the LT.  If the Washington State statute is correct, then the property will be turned over to WMILT.  As I said last summer, nothing in the abandonment waives any rights WMILT has under Washington's abandonment statute.
--------------------
Zitat amd4001967 zu User  dixdeau (von Teil 1)
But at the same time that same GSA did not release the FDIC receivership with respect to WMI as a creditor for WMB and there must be a reason for that .... Well , I think we will need more than one head each to deal with this case.
---------------------
Zitat CSNY zu User  ron_66271:

I don't know that I agree with this last part, but I don't think it matters.  

In summary:  WMI abandoned its WMB stock and got a worthless stock deduction ("WSD").  It received permission from the IRS to use that WSD as $5.96B in NOLs.  WMILT is WMI's successor to any interests in the R.  WMI's R claim asserted claims as both (a) creditor and (b) the sole owner of WMB's equity.  As (a) WMILT will receive payment before any subordinated interest.  As for (b), WMI abandoned the equity interest, so it remains in the R's hand.  

If the R cannot retain the residual (it can't as that would certainly be a Fifth Amendment issue), and assuming the Washington forfeiture statue applies, the FDIC will turn the residual over to the last known owner of the WMB stock, WMILT as WMI's successor.  Further, it is not the FDIC's business to inquire about the abandonment.  If that's anyone's concern it is that of the IRS.  If the IRS says the return of a residual diminishes the NOL, that's WMIH's (and it's partners') problem.
--------------------
Zitat dixdeau:
Even so there was a limited time for General Creditors to file claims. There are less than 20 million dollars of outstanding General Creditor claims.
---------------------
Zitat ron_66271:
"(or until the WMB receivership is completed and WMB distributes all of its remaining assets)."

NOLs are are largely a Red Herring. We WMI/WMB have assets/value coming back from FDIC/Govt/JPM. This was a Fifth Amendment Taking.

Footnote 2 is NOT my idea.
---------------------
Zitat azcowboy:
I don't want to take away from your thought, ... but I agree with your "Red Herring" reference ~ and the ever famous  ~ "we believe" ... statement, ... everyone knows my views on that ... bunch o' bunk' ...

No one gave a care about the NOL's until Tricadia brought them up' ... and then, their reference in the Judges Confirmation Order is a convenient copy and paste from the "Goulding" document ... (in support of) ...

just sayin'

AZ
-------------------
Zitat Masterp281:
"...No one gave a care about the NOL's until Tricadia brought them up' ...."

Az, do we know this for a fact?
--------------------
Zitat azcowboy:
Which Part ? the part about Tricadia ? ... Well yeah' ... Tricadia's Filing' is in the record' for all to review ...

AZ
--------------------
Zitat ron_66271:
Remember "Old and cold"?
--------------------------------------------------
Zitatende

MfG.L:)

www.boardpost.net/forum/index.php?topic=6836.msg90026#msg90026

Zitat Sgtofarmsone zu User ron_66271 (anfangs teil 2):
Hey Ron, I did.  I also read par 8 (same page) that spoke about the 6th Amended Plan.   We all know that one didn't fly and a rewrite of the plan turned into POR 7 (with again more modifications).  Different plans and modifications (apples/oranges) which as you know, Plan 7 eventually included equity.  I'm not going to spend time rereading confirmed Plan 7 as like most my time is better spent doing other things at this point.  I also won't apply anything concerning previous plans  because they are moot.  If you want to show me your interpretations using POR 7 with evidence, I'm all ears.
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Zitat azcowboy:
I can' ... and quite easily ...

However, my time is also valuable and I won't waste any time at all referencing relevant portions of the filings, ~  when you preface your request by stating that you are not going to spend any time reading or rereading portions of Plan 7 ...

why did you even bother to insert yourself into the conversation ?
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Zitat Sgtofarmsone:
To make my point.  Using different plans  trying to prove a point is useless IMO and confusing to many.

I wouldn't waist the time either AZ.  It will happen or it won't for the escrow markers.  Unfortunately, it will many years before we find out.  So what's the use speculating without the exact facts and numbers  eehhhhh.
---------------------
Zitat azcowboy:
Okay' ... many of us just find these issues, interesting and relevant' ... to our own holdings and prior decisions' ...
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ZItat sometimes_wrong:
Actually, I believe I first mentioned NOLs on Ihub before Tricadia mentioned them in court (perhaps they got the notion from MY posting - especially IF it's a red herring in this case). I was attempting to find access value in the estate so equity would not be cancelled; so I opined that the NOLs had value, as I had learned just previously during the Chemtura Bankruptcy. So I might have supplied the "powers that be" with a smoke screen... IF in fact they have no plans for them.
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Zitat azcowboy:
Yowzzza, ... Then' ... I would say' ...  Excellent Insight' and Work' ... I honestly would not have been familiar the IHUB research' ...
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Zitat vitellom:
First page: Failed Bank Information

VII. Possible Claims            Question: The 2nd paragraph?

On September 25, 2008, Washington Mutual Bank was closed by the Office of Thrift Supervision and the Federal Deposit Insurance Corporation was named receiver. Subsequent to the closure, JPMorgan Chase acquired the assets and most of the liabilities, including covered bonds and other secured debt, of Washington Mutual Bank from the FDIC as Receiver for Washington Mutual Bank. Any claims by equity, subordinated and senior unsecured debt holders were not acquired.


---There was no publicly-owned stock in Washington Mutual Bank. If you are an equity shareholder, your shares are in Washington Mutual, Inc., the holding company for Washington Mutual Bank, and not the Bank. Washington Mutual, Inc., and the interests of equity, debt holders or other creditors of Washington Mutual, Inc., are not included in the closure or receivership of the Bank. Washington Mutual, Inc. filed for bankruptcy protection on Friday, September 26th. Please contact Washington Mutual, Inc. directly for information about this bankruptcy proceeding.---

"are not included in the closure or receivership of the Bank"

Does this confirm we have assets coming back? Or am I misunderstanding what it says?? Thanks!

If you hold senior unsecured debt or subordinated debt, your claim with the Receiver has already been registered by virtue of bond ownership and there is no need for you to make an additional claim. If the ownership of the bond changes, the claim against the Receiver will follow the ownership of the bond. Please note that under federal law, 12 U.S.C. § 1821(d)(11), claims by subordinated debt holders are paid only after all claims by general creditors of the institution. At this time, the FDIC as Receiver for Washington Mutual Bank does not anticipate that subordinated debt holders of the bank will receive any recovery on their claims.


Other claims against Washington Mutual Bank, together with proof of the claims, must be submitted in writing to the Receiver at the following address:

FDIC as Receiver of Washington Mutual Bank
1601 N. Bryan Street
TX 75201-3430
Attention: Claims Agent
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Zitat WithCatz:
You're misreading.   It's a clarification -- one we've seen before -- that while many folks thought when they held ticker symbol WM that they were holding shares of the bank.   They were holding shares in the holding company.   Only the holding company held shares in the bank.

So said another way, 'technically' (and legally) the only party injured by the seizure was the WMI Holding company.  They are the only ones with 'standing' -- and ergo, the only one recognized by the FDIC.

It's a reminder/explanation that shareholders of WM (which became WAMUQ) aren't shareholders in the bank.  And not a FDIC responsibility.
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Zitat lottosorteo:
Catz, my reading is:
FDIC-R took the WM bank and sold it to JPM
FDIC-R did not take WM INc.
WM Inc stopped activity
WM INc had many "other assets" other than WM Bank (we saw it in the organizational chat as of 2008)
But, FDIC-R did not size those "other assets"

Question is:
So those "other assets" where are they?

Also: is that WAMUQ owners should go after WM Inc. in order to recover those "other assets"
or is WMLT that should act?

not clear at all
--------------------
Zitat WithCatz:
Lotto -- that's a different issue from what the OP was asking.   The question was about the language being used about the stock holdings in the bank, and the clarification given by the FDIC that only the holding company held stock in the bank -- we know this.  It's not in dispute.

But the average "John Doe" who held WM stock (the old ticker symbol) -- commonly thought they held stock in "WaMu", the bank -- and they didn't.  Never did.

That's all the FDIC is saying.  Stock, WM ticker, is (was) stock in the holding company
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Zitat lottosorteo:
Thk,
So should we open a new subject regarding....


Question is:
So those "other assets" where are they?

Also: is that WAMUQ owners should go after WM Inc. in order to recover those "other assets"
or is WMLT that should act?

not clear at all
--------------------
Zitat amd4001967:
Independently from WMI assets unlawfully taken by the FDIC, WMB was a very well capitalized institution in Sep/2008, that means "Assets" were significantly more than liabilities , the seizure of WMB , without taking into consideration the assets of the holding company taken, was an event with no precedent in the US history, never before and never since this event the FDIC has seized a large , well capitalized financial institution, this dark chapter must be corrected and closed and those that were damaged ,must be some way compensated, it is the right thing to do .
--------------------
Zitat kenwalker:
IMHO there was a lot grey area A/L as the FHLB held a 82 Billion super lien ( of 125 to 175% LTV mortgages ) and with the housing meltdown at a 30% drop of WaMu's $250 Billion mortgages at the time, you can see there was a fog of war at the time.

Good news is fog clears, takes some time but in 6 years it has cleared. FHLB is paid back, I say this with some surety as none of the debtors would have got the first cent had they not already gotten or been assured of getting their money.

The question is after 6 years just where are we at, everybody got paid so we stand to receive what remains. Ron's "taking" is there should it be needed but I suspect a reconciling of the last 6 years ( provided everyone plays by the rules ) will be or has been the agreed to compensation.
--------------------
Zitat dixdeau:
From PA&A-
ARTICLE II
ASSUMPTION OF LIABILITIES
"2.1 Liabilties Assumed by Assuming Bank. Subject to Sections 2.5 and 4.8, the
Assuming Ban expressly assumes at Book Value (subject to adjustment pursuant to Aricle
VII) and agrees to pay, perform, and discharge, all of
the liabilities of the Failed BanK which are
reflected on the Books and Records of
the Failed Bank as of Bank Closing, including the
Assumed Deposits and all liabilities associated with any and all employee benefit plans, except
as listed on the attached Schedule 2.1, and as otherwise provided in this Agreement (such
liabilities referred to as "Liabilities Assumed"). Notwithstanding Section 4.8, the Assuming
Ban specifically assumes all mortgage servicing rights and obligations of
the Failed Bank."

Advances From, The FHLB     64,008,749,569        58,363,124,152              68,379,88 1,810    
reorgwmi.com/documents/misc/Govinsider_Trial_Balance_Sheets.pdf   page 96 of 124

Pretty sure the FHLB liabilities were "on the Books and Records of the Failed Bank as of Bank Closing,"

Just sayin
---------------------
Zitat govinsider:
www5.fdic.gov/drrip/bal/balancesheet.asp

www.fdic.gov/bank/individual/failed/wamu.html
---------------------
Zitat doo_dilettante:
Thanks Gov!

Saw it already - nothing new as expected! Good thing - separation between WMB and WMI!
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Zitat bgriffinokc:
Doo,

I find it quite humorist that it shows that it was Last Updated 03/26/2015.  Why didn't they wait to update until after the end of the quarter?  As sneaky as the FDIC is I  highly suspect that  there could have been a major event take place during the last few days of the month and it escaped detection by this early release before the end of the first quarter.

Bob
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Zitat myh1668:
No it doesn't Vit, it just means that WMI is not part of what the receivership taken over, just WMB. It didn't say we do have assets but it didn't say we do not have either. The whole sentence referred to what the FDIC receivership or closure takes care of, just the bank and not WMI. It didn't talk about assets in anyway.
--------------------------------------------------
Zitatende

MfG.L:)

www.boardpost.net/forum/index.php?topic=7303.msg98970#msg98970

Zitat azcowboy:
There has been a lot quite of conversation thrown around regarding the  B' preferreds in the Jan 5th Rights Offering ... In my opinion, ... Way to much has been taken for granted' ...

I think it is important that everyone understands ... "the fact" ... that without an acquisition' ... NO ... B's are activated' ... NONE' ... This preferred offering just does not automatically turn into a cash vehicle for the company' ... They have specific utilization restrictions ...

So far' ... "WMIH" ... hasn't actually ... "told us" ... anything ... which is counter to the catch phrase that continues to be used' ... We have moved beyond the three year mark as of March 20th, 2015 ... and an acquisition needs to be "closed" if the B's are to be used ...

They have a three and one half year shelf life'

I have been watching closely since the March 19th 2015 ~ three year anniversary, ~ to see if any information regarding an actual plan for an acquisition would be released ... as each day moves forward ... so far ? ... (I see no mention of any ... "merger" ... being able to activate these preferred's)

AZ

"SECTION 5. Mandatory Conversion on the Mandatory Conversion Date. (a) On each closing date of any Acquisition, 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, shall automatically convert into a number of shares of Common Stock equal to the Liquidation Preference divided by a conversion price equal to the lesser of:"
--------------------
Zitat jaysenese:
AZ, that January WMIH press release is something I just keep returning to in my mind.  Both MW and Tagar Olson (who, you will remember, has been sitting in on our BOD meetings for quite some time now) is very telling and give the strongest possible clues to what our future direction might be.

[Quote
Michael Willingham, Chairman of WMI Holdings said, "The completion of the offering of Series B Preferred Stock provides WMI Holdings significant capital to execute on its acquisition strategies.  With this capital, we intend to continue to pursue opportunities for acquisitions of companies with operations that are complemented by the experience and expertise of our board and management team."

Tagar Olson, Member and Head of KKR's Financial Services team, stated, "We are pleased to participate in the offering and invest additional capital in WMI Holdings, as we continue to see opportunities for the Company to grow and diversify its platform.  Having partnered with the Company for over a year, we believe that WMI Holdings is well positioned as an acquiror and we believe it is capable of leveraging its resources to drive value as it executes on its acquisition strategy."]
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Zitat azcowboy:
Yes Jay, ... and' I know YOU were actually there in person ... (and' In my opinion, a trusted long timer) ... Those words also keep rolling around in my head, ... however ... those words, probably well intentioned and speculative  ... spoken then' ... held everything at bay during a testing period' ... but now, ... I question every day that we move beyond that three year anniversary ... Mar 19th 2015

Obviously, my own research and studies have lead me to some different conclusions regarding an outside entity actual ... "acquisition" ... but, to discuss those conclusions, along with WMIH and the B's,  would obviously be a message board, thread violation' ...
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Zitat Scott Fox:
"Tagar Olson, Member and Head of KKR's Financial Services team, stated, "We are pleased to participate in the offering and invest additional capital in WMI Holdings, as we continue to see opportunities for the Company to grow and diversify its platform."............Thanks Jay. Another mention of our 'platform' (shell) and diversify. Long term companies must be able to diversify to grow unless they're in a niche market. Good news to me. Our platform may become a springboard.
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Zitat  investorwad:
Yeah, AZ, the proceeds from the SBP are currently held in escrow (uh, oh, there's that word again) until the closing of a qualified ACQUISITION which is one that utilizes at least $450M of the SBP proceeds.  

What exactly is your point? WMIH hasn't actually TOLD US anything? They told us precisely what they are doing because, wait for it, they have to. It's fraud to purposely deceive as a BK fiduciary and as an officer of a public company so your theory that the evil genius Mike Willingham has this all planned out is an absolute non-starter.  Simply based on this, you need to SERIOUSLY consider rolling back your theories with fraud as a basic requirement.

-WMIH WILL be making an acquisition using the SBP and other proceeds and possibly with additional shares and maybe even some debt.

-WMIH is doing so to acquire a profitable company in order to begin to utilize/monetize the $6B in NOLs.  

How on earth do we know this? They've been saying it for years and EVERYTHING they have done for the past 3 years has been leading up to this.

And, no AZ, there will be no WMIH shares to the LT in exchange for LT assets received by the R. You and the other R theorists have simply taken an already WILD theory and made it absurd.
--------------------------------------------------
Zitatende

MfG.L:)

www.seekingalpha.com/article/3091686


Zitat:
A Catalyst For WMI Holdings To Finally Begin Utilizing Their NOLs

Apr. 23, 2015 3:42 PM ET | by Arquitos Capital Management | about: wmih | includes: kkr
Summary

WMIH's annual meeting on April 28 will set up the company to finally make an acquisition.
Nearly $6 billion of Net Operating Losses are a massive asset and will soon be put to use.
Incentives are in place for a large, levered transaction.
WMI Holdings (OTCQB:WMIH) has been a fascinating company ever since JP Morgan (NYSE:JPM) picked up the remains of WMI's predecessor, Washington Mutual. April 28 may finally be the day when the new company can move forward towards its promising future. That's the day when the company will be holding its 2015 annual meeting and shareholders will vote on several measures that will set it up to make a major acquisition.

Followers of the company know that KKR committed to making a significant investment in WMI in early 2014. KKR (NYSE:KKR) subsequently amended and added to that investment in January 2015, effectively taking control of the company. These transactions were structured as convertible preferred stock to allow the company to retain its valuable net operating losses (NOLs). These NOLs will shield $5.97 billion of earnings from federal income tax, a massive asset. These NOLs won't begin to expire until 2031, which gives WMI and KKR plenty of time to use them up.

Investing in NOLs

In the quest to find hidden value, companies with large NOLs can be a great place to look. There are several stages in the process. Some interesting companies are shells with limited or no operations. Others have made one or more acquisition with the hopes of using the NOLs they have accumulated. Others are being held by a parent company in the hopes of consolidating financials at some point in the future. Still others have started a new line of business or sold off or shut down an unprofitable subsidiary.

Zitatende

MfG.L:)

www.boardpost.net/forum/index.php?topic=7302.msg99012#msg99012

A Catalyst For WMI Holdings To Finally Begin Utilizing Their NOLs

Zitat:
WMI Holdings (OTCQB:WMIH) has been a fascinating company ever since JP Morgan (NYSE:JPM) picked up the remains of WMI's predecessor, Washington Mutual. April 28 may finally be the day when the new company can move forward towards its promising future. That's the day when the company will be holding its 2015 annual meeting and shareholders will vote on several measures that will set it up to make a major acquisition.
Followers of the company know that KKR committed to making a significant investment in WMI in early 2014. KKR (NYSE:KKR) subsequently amended and added to that investment in January 2015, effectively taking control of the company. These transactions were structured as convertible preferred stock to allow the company to retain its valuable net operating losses (NOLs). These NOLs will shield $5.97 billion of earnings from federal income tax, a massive asset. These NOLs won't begin to expire until 2031, which gives WMI and KKR plenty of time to use them up.
Investing in NOLs
In the quest to find hidden value, companies with large NOLs can be a great place to look. There are several stages in the process. Some interesting companies are shells with limited or no operations. Others have made one or more acquisition with the hopes of using the NOLs they have accumulated. Others are being held by a parent company in the hopes of consolidating financials at some point in the future. Still others have started a new line of business or sold off or shut down an unprofitable subsidiary.
A few notables that used to be NOL shells, but are now generating net income to shield are ALJ regional Holdings (OTCPK:ALJJ), which made two transactions in the past few years, and SWK Holdings (OTCQB:SWKH), which successfully started a new line of business. Warren Lichtenstein also has an interesting collection of NOL-related companies under his Steel Partners Holdings (NYSE:SPLP) umbrella. There are dozens of other examples, perhaps more, of varying sizes and at various stages.
I'm not aware of a way to effectively screen for these types of companies prior to an acquisition. This keeps out a lot analysts and larger investors and gives an advantage to investors interested in this niche. Plus, companies with minimal operations and a history of losing money usually aren't high on the list for traditional research. However, given the right circumstances, an NOL shell can be a very attractive investment as can a company currently applying their NOLs.
WMI has a combination of attractive characteristics. They are post-bankruptcy with the small remnants of a run-off business. This limits skeletons in their closet. They have the support and substantial ownership of KKR. KKR gives them access to deals, access to current and future capital, and access to elite operational talent.
The Importance of WMI's Annual Meeting
Why is WMI's annual meeting important? It clears up several matters that will then allow the company to make an acquisition. There will be an important vote to reincorporate the company from Washington to Delaware. Delaware is a preferred venue for several reasons, including more certainty and clarity for amending their bylaws and making future acquisitions. The company will also increase the size of the board from seven to 11.
The company has indicated that they then will be appointing two executive directors, William Gallagher and Thomas Fairfield, and two KKR designees, Paul Raether and Tagar Olson. Both Gallagher and Fairfield come from Capmark Financial (OTCPK:CPMK). Their specific mandate will be "developing and executing on the company's acquisition strategy."
Along with the move, WMI will dramatically increase the number of authorized shares of common and preferred stock and make it easier to raise capital.
Acquisition Information
Investors have patiently waited for three years for WMI to make an acquisition. This year's annual meeting removes the last hurdle to that happening. After the most recent capital raise, the company has $600 million in escrow to apply to an acquisition as well as cash and investments of about $150 million, about half of which may not currently be used to fund an acquisition. Of course investors such as KKR, Citi, David Tepper and others will likely prefer to lever the company up in a manner that would preserve the NOLs. This may include a rights offering or convertible debt or preferred stock.
It doesn't really pay to speculate on what acquisition WMI will ultimately choose as their field is wide open. We do know, though, that an acquisition will likely be large, leveraged, and will generate substantial net earnings. The NOLs provide this incentive. The open question will be what multiple or valuation they will be able to make the acquisition.
A Stab at Valuation
As part of the capital raise there will be substantial dilution. We also have the unknown of any additional capital raise as part of an acquisition. At year-end 2014 there were about 201 million shares outstanding. However, there had also been one million shares of Series A Preferred Stock issued in January 2014 that can convert to common stock as well as warrants to buy another 61.4 million shares. Then there were another 600,000 shares of Series B Preferred Stock issued in January 2015. The most recent preferreds automatically convert into common stock on the closing date of the acquisition. There is pricing mechanism attached to that conversion, but it currently appears as if the conversion price will be $2.25 per share, meaning that the number of shares of common stock issued as part of the Series B conversion will be approximately 267 million shares. While this may be a moving target, it appears that there will be about 530 million shares of common stock after the preferreds and warrants are converted.
With this dilution, we can estimate about $3.94/share of NOL value with a 35% federal tax rate applied (without discounting for any time value). We also have about $1.40 in cash and investments, though some of that is currently restricted. Of course there are a lot of variables here and a lot that will change when an acquisition is identified.
The annual meeting and reincorporation now give the company a clear path to realizing this value, and likely much more. They have a strong management team ready to put in place, access to deal flow and a willingness to use WMI as a vehicle to go large. An investment here takes trust in the incentives of the situation and the talents of KKR. Traditional investors will be scared away by the uncertainty. However, with an acquisition of the size contemplated, along with uplisting to an exchange post-transaction, you can bet there will be substantial future analyst coverage. The key is to own the company in anticipation of that.
Disclosure: The author is long WMIH, ALJJ, SWKH.
The author wrote this article themselves, and it expresses their own opinions. The author is not receiving compensation for it (other than from Seeking Alpha). The author has no business relationship with any company whose stock is mentioned in this article.
Zitatende

MfG.L:)

eingestellter Beitrag ist mit Vorsicht zu genießen, auf Grund von fachlich falsch eingebauten Info`s wie zB. NOL`s Angabe und deren Verwertung usw....

...man könnte natürlich auch sagen, mit Absicht um im stillen Kämmerlein agieren zu können;)

MfG.L:)

www.boardpost.net/forum/index.php?topic=7302.msg99063#msg99063


Zitat investorwad:
"Of course investors such as KKR, Citi, David Tepper and others will likely prefer to lever the company up in a manner that would preserve the NOLs. This may include a rights offering or convertible debt or preferred stock. It doesn't really pay to speculate on what acquisition WMI will ultimately choose as their field is wide open. We do know, though, that an acquisition will likely be large, leveraged, and will generate substantial net earnings. The NOLs provide this incentive. The open question will be what multiple or valuation they will be able to make the acquisition."

This part may be a bit off because any convertible instrument (preferred or debt) could cause 382 issues and we really don't want anymore ownership changes after the SBP and Warrant conversions.

The statement that, "any acquisition will likely be large, leverage, and generate substantial net earnings" is also a bit of a stretch particularly because the leverage relies on the previously noted convertible instruments. The author also doesn't quantify "large". I think we may see some debt, but I just don't know if we can really lever up big with KKR as substantial debt holder while they are an existing substantial equity holder. "Stuffing" comes to mind. We could hit the debt market to avoid this conflict if it exists, but then it would likely have to be secured.

Zitatende

MfG.L:)

investorshub.advfn.com/boards/...msg.aspx?message_id=113036584

Zitat BlueeFoxx:

Claw from 2014 10-K. It pretty much lays out WMIH's position.

Although WMIHC’s Common Stock is currently quoted on the OTCQB, if we do not meet or comply with the recent rule changes to the OTCQB our shares may be delisted from the OTCQB and would likely be traded on the OTC Pink (aka the Pink Sheets).

Although WMIHC’s common stock is currently quoted on the OTCQB, effective as of May 1, 2014, the OTC Markets Group, Inc. changed its rules for OTCQB eligibility. To be eligible for OTCQB, companies will be required to:

·
meet a minimum bid price test of $0.01. Securities that do not meet the minimum bid price test will be downgraded to OTC Pink;
·
submit an application to OTCQB and pay an application and annual fee; and
·
submit an OTCQB Annual Certification confirming the Company Profile displayed on www.otcmarkets.com is current and complete and providing additional information on officers, directors and controlling shareholders.
Management has not yet determined whether it will submit the required application and pay the associated fees to remain quoted on the OTCQB. In the event we do not submit an application and pay those fees WMIHC’s common stock will likely be downgraded to the OTC Pink, which could adversely affect the market liquidity of WMIHC common stock.

We may be unable to list WMIHC’s common stock on a national securities exchange, which could limit investors’ ability to make transactions in its common stock and subject us to trading restrictions.

Although we will use our reasonable efforts to list our common stock on a national securities exchange after becoming eligible to do so and upon approval of our Board of Directors, there can be no assurance of whether or at what time such listing will occur. In order to list WMIHC’s common stock on a national securities exchange, we will be required to demonstrate compliance with initial listing requirements, including certain financial, distribution and stock price levels. We cannot assure you that we will be able to meet those initial listing requirements.

If we are not able to list WMIHC’s common stock on a national securities exchange, we could face significant material adverse consequences, including:

·
a limited availability of market quotations for WMIHC’s common stock;
·
reduced liquidity for WMIHC’s common stock;
·
a determination that WMIHC’s common stock is a “penny stock” which will require brokers trading in WMIHC’s common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for WMIHC’s common stock;
·
a limited amount of news and analyst coverage; and
·
a decreased ability to issue additional securities or obtain additional financing in the future.
10

Continuing. (WMIH) BOD authorized and executed required definitive documentation to become OTCQB eligible and is currently in compliance.

Next step is a National Trading Exchange and access to more capital through the reincorporation into Delaware. Keep in mind this is required per the preferred financing contracts.

Last thing. The best way for WMIH to get to a National Exchange is to acquire a company that is already listed there and in compliance. I expect this too occur by that 180 day cut-off date.

Cheers
Blue
----------------------
Zitatende

MfG.L:)

www.boardpost.net/forum/index.php?topic=7302.msg99064#msg99064

Zitat b3:
Future Earnings are an absolute guarantee, so NOL's are a guarantee!!!  I like the math myself.
--------------------
Zitat Karmatt:
>30% of the stock (fully converted prefs and exercised warrants) and 2 board seats, which means KKR has a lot to say regarding the direction WMIH will take.

Not a very revealing piece from Steven Kiel, just pretty much where we stand. Although he misses a rather crucial point:
KKR, Tepper and Greywolf cannot sell-out/flip their shares freely for a long time (as long as there is the NOL).
---------------------
Zitat  kenwalker:
Good point ................ am I the only one that hasn't yet applied that logic to KKR?
---------------------
Zitat sillyinvestor:
Yes, but the restriction about shorting dissolves in 2016.
--------------------
Zitat Scott Fox:
Could it be that KKR and Citi invested AFTER knowing what the plan is? If that's the case, they wouldn't need to have input and just monitor the meetings. I'm sure they were given an inkling of what was planned before pledging so much. They don't have LT's, just a possible opportunity to use the NOL's/CL's rather quickly from an 'unknown', as of yet, merger/buy? They were not kept in the dark during discussions. I think the company direction was already explained. Tagar was included as a watchdog/analyst IMO. You are correct about the shorting Silly.
--------------------
Zitat azcowboy:
Well ?, ... I think there was a whole lot of things up for grabs for many that are' involved, until that final P&AA terminated in Sept 2014' ... then obviously, the press release on 12/19/2014 and the final on 1/5/2015 ... (the time lines are important)
--------------------
Zitat deekshant:
Karmatt, imo, nothing stops them from selling till NOLs are utilized but with the same logic why are they there. As much as I appreciate this article being grounded, expectations are that these NOLs will get utilized fairly quickly with a big bang in a span of 3 years imo. But, first thing first, we need to know what WMIH is
--------------------------------------------------
Zitatende

MfG.L:)

www.boardpost.net/forum/...php?topic=7416.msg101862#msg101862

www.sec.gov/Archives/edgar/data/933136/...mih-10q_20150331.htm

Zitat colorsvoid:
"On April 28, 2015, WMIHC’s shareholders approved the planned reincorporation from the State of Washington to the State of Delaware.  As a result of this reincorporation, WMI Holdings Corp. name will change to WMIH Corp., (“WMIH”), WMIH’s Board of Directors will be increased from 7 to up to a maximum of 11 members and WMIH will be authorized to issue up to 3,500,000,000 shares of common stock and up to 10,000,000 shares of preferred stock, each with a par value of $0.00001 per share"


"WMIHC continues to develop an acquisition strategy to identify and evaluate strategic opportunities across a broad array of industries for the purpose of facilitating an acquisition by WMIHC of one or more operating businesses. The Corporate Strategy and Development Committee of our Board of Directors (the “CS&D Committee”) meets regularly with KKR Capital Markets LLC (“KCM”) and our existing management and consultants to discuss and evaluate potential transactions of varying size and across varying industries. During the year ended December 31, 2014, the CS&D Committee met formally and informally numerous times to assess various opportunities. In November of 2014 the Company engaged William Gallagher and Tom Fairfield as consultants to assist the CS&D Committee source and evaluate acquisition opportunities.  As of March 31, 2015, we have not consummated any acquisition transaction. We will continue to work with KCM and our existing management and consultants to identify, consider and evaluate potential mergers, acquisitions, business combinations and other strategic opportunities.  There can be no assurance that any transaction will occur or, if so, on what terms."

(Cue  T1215s)
---------------------
Zitat jaysenese:
I will try to spot the significant updates from the last quarterly report as I find them:

12/31/2014

Quote
WMI Holdings Corp. (“WMIHC”) is a holding company organized and existing under the laws of the State of Washington

03/31/2015

Quote
WMI Holdings Corp. (“WMIHC”), is a corporation duly organized and existing under the laws of the State of Washington.

===============================================

12/31/2014

Quote
WMIHC is a holding company organized and existing under the laws of the State of Washington. WMIHC is the direct parent of WMMRC and WMIIC. As of March 19, 2012 (the “Effective Date”), the date we emerged from bankruptcy, WMIHC had no operations other than WMMRC’s legacy reinsurance business with respect to mortgage insurance which is being operated in runoff mode. WMMRC has not written any new business since September 26, 2008 (the “Petition Date”).

03/31/2015

Quote
WMIHC is a Washington corporation and is the direct parent of WMMRC and WMIIC.

================================================
12/31/2014

Quote
WMIHC had retained Blackstone Advisory Partners L.P. (“Blackstone”) in July 2012 to work with us to identify, consider and evaluate potential mergers, acquisitions, business combinations and other strategic opportunities.

03/31/2015

Quote
--------------------------------------------------
================================================
12/31/2014

Quote
The Corporate Strategy and Development Committee of our Board of Directors (the “CS&D Committee”) met regularly with Blackstone to discuss and evaluate potential transactions of varying size and across varying industries.

03/31/2015

Quote
The Corporate Strategy and Development Committee of our Board of Directors (the “CS&D Committee”) meets regularly with KKR Capital Markets LLC (“KCM”) and our existing management and consultants to discuss and evaluate potential transactions of varying size and across varying industries.

=================================================
12/31/2014

Quote
--------------------------------------------------

03/31/2015

Quote
In November of 2014 the Company engaged William Gallagher and Tom Fairfield as consultants to assist the CS&D Committee source and evaluate acquisition opportunities.


... and of course the new report has a discussion of the newly-issued securities.  They went out of their way, in at least two places, to change the company's description from "holding company" to "corporation".   I wonder why?
===============================================
--------------------
Zitat sillyinvestor:
They woke up to the fact that the gubmint can seize you anyway apparently, holding company or not?

(yes...that was sarcasm...)

Regardless, holding companies are normally structured as corporations to protect assets, absorb financial losses and limit liability.
---------------------
Zitat Plissken:
As expected, WMIH should be putting out a press release soon.

Page 36 of the 10Q

"WMIHC reincorporated as previously agreed from the State of Washington to the State of Delaware, which resulted in the increase of the size of its Board of Directors from 7 to up to 11 members and the authorization of a number of shares of its common stock sufficient to permit the conversion of all shares of Series B Preferred Stock (collectively, the “Reincorporation”)."
--------------------
Zitat kenwalker:
Thanks for the comparison. Why? IMHO - a tax free merger of "equals" with a "new" holding company at the top.
--------------------
Zitatende

MfG.L:)

www.boardpost.net/forum/...php?topic=7416.msg101912#msg101912

Zitat Uncle_Bo:

I don't think I have seen an actual number so far. Much has been speculated that the co will be receiving 2.5% of the litigation proceeds, but the actual number seems different...

Interesting...so the company will potentially receive 24% (9/37) of any future litigation proceeds.

They do say though that there is no other currently pending litigation.

Uncle Bo

Quote

In connection with implementing the Plan, certain holders of specified “Allowed Claims” had the right to elect to receive such holder’s “Pro Rata Share of the Common Stock Allotment.” Essentially, the Plan defines the “Pro Rata Share of the Common Stock Allotment” as a pro rata share of ten million (10,000,000) shares of WMIHC’s common stock (i.e. five percent (5%)) issued and outstanding on the Effective Date. Holders exercising the foregoing election did so in lieu of receiving (i) 50% of such holder’s interest in and to certain litigation proceeds that could be realized by the Trust on account of certain claims and causes of action asserted by the Trust as contemplated by the Plan (“Litigation Proceeds”), and (ii) some or all of the Runoff Notes to which such holder may be entitled (if such holder elected to receive Runoff Notes in accordance with the terms of the Plan).

   If a holder exercised the election described above and, as a result of such election, received shares of WMIHC’s common stock, then such holder’s share of Runoff Notes to which the election was effective (i.e., One Dollar ($1.00) of original principal amount of Runoff Notes for each share of WMIHC’s common stock) were not issued. In addition, as a result of making the aforementioned election, such holders conveyed to WMIHC, and WMIHC retains an economic interest in, the Litigation Proceeds equal to fifty percent (50%) of the Litigation Proceeds to which the electing holder otherwise would have been entitled and such holder’s rights in respect of distributions from the Trust will be adjusted to the extent Litigation Proceeds are received by WMIHC. Distributions, if any, to WMIHC on account of the foregoing will be effected in accordance with the Plan and the court order confirming the Plan.

WMIHC is aware that on or about October 14, 2014, the Trust filed a lawsuit in King County Superior Court in the State of Washington against 16 former directors and officers of WMI (the “D&O Litigation”). The Trust’s complaint alleges, among other things, that the defendants named therein breached their fiduciary duties to WMI and committed corporate waste and fraud by squandering WMI’s financial resources.

In connection with the D&O Litigation, on December 1, 2014, the Trust filed its Motion for an Order, Pursuant to Sections 105(a) and 362 of the Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure, (A) Approving Settlement Agreement Between WMI Liquidating Trust, Certain Directors and Officer and Insurers and (B) Authorizing and Directing the Consummation Thereof (as amended, modified or supplemented prior to the date hereof, the (“D&O Settlement Motion”). Among other things, the D&O Settlement Motion sought approval of a settlement among the Trust, certain former directors and officers of WMI and certain insurance carriers that underwrote director and officer liability insurance policies for the benefit of WMI and its affiliates (including such former directors and officers). At a hearing held on December 23, 2014, the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) granted the Trust’s D&O Settlement Motion. On January 5, 2015, certain non-settling officers appealed the Bankruptcy Court’s order granting the D&O Settlement Motion and, as a result, such settlement has not yet been consummated. If the Bankruptcy Court’s order is affirmed on appeal, then such settlement will, among other things, result in a payment by such insurance carriers to the Trust of $37.0 million. It is expected that such payment will constitute Litigation Proceeds (as described above). In its Quarterly Summary Report for the period ended December 31, 2014, a copy of which was filed by the Trust under Form 8-K on or about January 30, 2015, theTrust estimated that WMIHC would be entitled to receive approximately $9.0 million out of the $37.0 million. The foregoing notwithstanding, this litigation is managed and controlled by the Trust and WMIHC is not involved in the D&O Litigation. Unless and until the Bankruptcy Court’s order approving the D&O Settlement Order is affirmed and such settlement is consummated, there can be no assurance that WMIHC will recover any amounts on account of the D&O Litigation.

---------------------

Zitat T1215s zu User colorsvoid:

colorsvoid Another way of saying 100 viewed and 25 targeted

Oh NNNNNNNN BOD.--->>>

On January 5, 2015, WMIHC raised $600 million of capital (less transaction costs) through the issuance of 600,000 Series B Preferred Shares. The shares carry a liquidation preference of $1,000 per share, equal to their initial purchase price. In addition, they have a mandatory redemption right three years from issuance date at a price equal to the initial investment amount, and accrue dividends at 3.00% per annum.

The purpose of the capital raise was principally to pursue strategic acquisitions of operating companies that fit the Company’s desired business model. Management intends to pursue such an acquisition or acquisitions with the proceeds of the capital raise,and should it occur during the three year term of the Series B Preferred Stock, there is a mandatory conversion of these shares into common stock of WMIHC. Mandatory conversion occurs at a price that is the lesser of:

Yada,yada,yada

Remember Jan 2014

SHISH!!!!!! HOW MANY TIMES, HOW MANY FILINGS -Ts

--------------------------------------------------

Zitatende

MfG.L:)

Ich habe die Passage mal rot markiert, ist auf Seite 28 im 10-Q zu finden:

[...]

Our Business Strategy and Operating Environment

WMIHC is a Washington corporation and is the direct parent of WMMRC and WMIIC.

On the Effective Date, WMIHC emerged from bankruptcy proceedings as the successor to WMI and had limited operations other than WMMRC’s legacy reinsurance business, which is being operated in runoff and has not written any new business since September 26, 2008. We continue to operate WMMRC’s business in runoff mode and our primary strategic objective is to actively seek acquisition opportunities and grow our business.

WMIHC continues to develop an acquisition strategy to identify and evaluate strategic opportunities across a broad array of industries for the purpose of facilitating an acquisition by WMIHC of one or more operating businesses. The Corporate Strategy and Development Committee of our Board of Directors (the “CS&D Committee”) meets regularly with KKR Capital Markets LLC (“KCM”) and our existing management and consultants to discuss and evaluate potential transactions of varying size and across varying industries. During the year ended December 31, 2014, the CS&D Committee met formally and informally numerous times to assess various opportunities. In November of 2014 the Company engaged William Gallagher and Tom Fairfield as consultants to assist the CS&D Committee source and evaluate acquisition opportunities.  As of March 31, 2015, we have not consummated any acquisition transaction. We will continue to work with KCM and our existing management and consultants to identify, consider and evaluate potential mergers, acquisitions, business combinations and other strategic opportunities.  There can be no assurance that any transaction will occur or, if so, on what terms.

In connection with, and in addition to the foregoing, we may explore various financing alternatives to fund our external growth strategy, including improving our capital structure, which may include increasing, reducing and/or refinancing debt, pursuing capital raising activities,such as the issuance of new preferred or common equity and/or a rights offering to our existing shareholders, launching an exchange offer, and pursuing other transactions involving our outstanding securities.

[...]

www.sec.gov/Archives/edgar/data/933136/...mih-10q_20150331.htm

www.boardpost.net/forum/...php?topic=7448.msg102568#msg102568

Zitat jaysenese:

We are adding four new BOD members:  2 are the ex-Capmark guys, one is Tagar Olson of KKR (we have already discussed his stellar reputation, and he has been sitting in on our Board's meetings for months).   But, I've been wondering: who is the fourth new BOD member, Paul Raether?

First, let's look at one of our original BOD members for comparison, Diane Glossman:  This is from her profile from LinkedIn:

Bild 1

This leaped out at me:

Quote
Interested in additional board seats or advising senior management on strategy and market response.

Yes, it appears Ms. Glossman might be a "director for hire" - I don't think we have seen or heard one word from her in the entire time we have been paying her to sit on our BOD.  

==================================================
Now, this new guy, Paul Raether, is also a KKR guy.

He doesn't even bother to have a profile on LinkedIn - I guess he doesn't need to meet new people or advance his career?

Bild 2

Quote
Paul E. Raether is a member of Kohlberg Kravis Roberts & Co. (KKR), a global investment firm with $61.0
billion in assets under management as of December 31, 2010. KKR
specializes in finding, financing, and investing in management
buyouts. Since its inception in 1976, KKR has invested over $49
billion of equity in approximately 190 transactions with transaction
value totaling over $435 billion.

Paul joined KKR in 1980 and became a Member in 1986. Prior to
joining KKR he was a Vice President in the Corporate Finance
Department of Blyth Eastman Dillon & Co. He obtained his B.A. from
Trinity College in 1968. Paul then served as an officer in the United
States Navy and received his M.B.A. from the Amos Tuck School of
Business Administration, Dartmouth College in 1973.

Paul has been a director on numerous boards for both public and private companies and he serves as a
director or trustee for several educational and non-profit institutions, including the Board of Trinity
College in Hartford, CT, where he serves as Chairman. He also serves as a Trustee of the Board of
Overseers of the Amos Tuck School of Business Administration, Dartmouth College and the U.S. Ski and
Snowboard Foundation. Paul is the President of the Institute for Sports Medicine Research (ISMR) in
New York.

Paul and his wife, Wendy, reside in Greenwich, CT and have three daughters, two of whom are married,
along with two grandchildren.

He's a big gun at Trinity College: here's what they had to say about him:

Quote
(Paul's) support has made possible the completion of the Raether Library and Information Technology Center,
five Raether-endowed faculty chairs, significant faculty development initiatives, the
Dream Camp summer program for Hartford children, a scholarship fund in memory
of your father, Arnold Raether, and other scholarship funds. Beyond these highly visible
projects, (Paul has) often stepped in quietly and anonymously to provide key gifts that
have been of critical importance to the College.

Oh, here is a picture of the Paul E. Raether Library at Trinity College (the one that Paul's donations made possible):

Bild 3

Paul's list of accomplishments is extensive - he sure doesn't need the money, and he doesn't need to be sitting on the board of a tiny shell company.   He's a BIG DEAL.

So, why is Paul Raether here?  Hmmmm?
--------------------------------------------------
Zitatende

MfG.L:)

MfG.L:)

MfG.L:)

www.boardpost.net/forum/...php?topic=7550.msg105043#msg105043

$9,615 per week thats nearing $19,230.since May 15

Zitat T1215s:
William Gallagher Employment Agreement
On May 12, 2015, the Board approved an employment agreement with William Gallagher (the “Gallagher Employment Agreement”) pursuant to which, effective as of May 15, 2015, Mr. Gallagher will serve as the Chief Executive Officer of the Company. The initial term of the Gallagher Employment Agreement is three years. Under the Gallagher Employment Agreement, Mr. Gallagher will receive an annual base salary equal to $500,000, subject to applicable withholding taxes. In the event that Mr. Gallagher’s employment is terminated by the Company without “Cause” or due to Mr. Gallagher’s resignation for “Good Reason” prior to a “Qualifying Acquisition” (as such terms are defined in the Gallagher Employment Agreement), subject to Mr. Gallagher’s execution of a release of claims in favor of the Company, the Company will provide Mr. Gallagher with severance in an amount equal to $250,000. Mr. Gallagher will not receive any severance payment if such termination occurs following a Qualifying Acquisition.

William Gallagher Restricted Stock Agreement
In addition, on May 12, 2015, the Board approved a restricted stock agreement with William Gallagher (the “Gallagher Restricted Stock Agreement”) pursuant to which the Company expects to issue to Mr. Gallagher an award of 1,777,778 restricted shares of the Company’s common stock. This award has an initial value of $4 million (or $2.25 per share); however, the Company may be required to issue additional shares to Mr. Gallagher to support such initial valuation if the conversion price applicable to the Company’s Series B Convertible Preferred Stock is less than $2.25 per share. Such award will vest in full upon the consummation of a Qualifying Acquisition, subject to Mr. Gallagher’s continued employment with the Company until such time. However, if the Company consummates a Qualifying Acquisition within six months following a termination of Mr. Gallagher’s employment by the Company without Cause, due to Mr. Gallagher’s resignation for Good Reason or as a result of Mr. Gallagher’s death or disability, then the restricted shares will vest at the time of the consummation of the Qualifying Acquisition.
------------------------
NNNNNNNNNNNNN

Thomas L. Fairfield Employment Agreement
On May 12, 2015, the Board approved an employment agreement with Thomas L. Fairfield (the “Fairfield Employment Agreement”) pursuant to which, effective as of May 15, 2015, Mr. Fairfield will serve as the Chief Operating Officer of the Company. The initial term of the Fairfield Employment Agreement is three years. Under the Fairfield Employment Agreement, Mr. Fairfield will receive an annual base salary equal to $500,000, subject to applicable withholding taxes. In the event that Mr. Fairfield’s employment is terminated by the Company without “Cause” or due to
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So between them it's $38,461 since May 15th
OK IT'S TIME TO SHOW US WHY???-Ts
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Zitat investorwad:
Ts, these two (G&F) as an existing team and as CEO and COO may be the best suited available for our needs at this particular time/phase in WMIH's brief history primarily because they just accomplished precisely what WMIH has been working on for the past 3 years.  They are also a known/proven entity to some board members and large WMIH investors. Not sure what more you could ask for.  They may even be able to circle back on some of the acquisition DD they did with Capmark and reevaluate some targets which could speed things up a bit. They will also have access to all the WMIH target DD thus far to quickly get up to speed.

There WILL be an acquisition and it's highly likely to come this calendar year. We either buy something with existing cash, SBP proceeds, and perhaps some stock, OR we see a debt offering prior and set our sights higher as far as what we can acquire. The latter, I feel, is the only way we see significant PPS appreciation with this initial foray because the current PPS appears to have acquisition already baked in.

Patience, my friend. If we see nothing by year's end we can consider dusting off the pitchforks, but a logical reason for more delay, especially with all the SBP dry powder ready, is it's a tough and very competitive M&A world right now partially due to a lot of and cheap capital.

Hang in there.
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Zitat T1215s:
investorwad
I get the formula/combination ,but the price is saying SOONER  rather then later and I also believe there just might be a package being wrapped IMHO.

PEACE-Ts
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Zitat investorwad:
I think it's hard to tell, Ts. By the way, thanks for talking about WMIH once in a while here. If you look back and see the PPS reaction to event driven news, we saw a nice steady run to the mid-$3s based on the 12/13 KKR IA and then relative stability in the high-$2s until summer '14 when we saw a steady decline right down to the high-$1s late November. Then we hung around $2 until the updated IA was released, but did not get a corresponding PPS reaction until March to the mid-$2s which was short lived until April 1, 2015 when we began to run steadily up to $3 again.

What I gleaned from that downward drive on volume to to $1.7 in November last year, was that someone(s) with substantial shares knew the equity offering (SBP) was highly dilutive and bailed. We all watched that steady drop almost every day on decent volume.  What's a little concerning is we really saw no pop on the SBP news because it seemed to already be baked in (known) and only began to move up as of 1st part of April up to $3 again and we MAY now be retreating again.

At $3/share we will have a market cap of between $1.5B and $1.8B after the SBP and Warrants convert and it's unknown if our first acquisition will support that because, well, we don't know what it is yet. What I think we do know is that to support a $3 share price with 550M share outstanding we'll need $160M in net earnings and a 10 P/E.  Seems doable even with no debt offering.

Good luck to you!
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Zitatende

MfG.L:)