WMIH + Cooper Info

www.boardpost.net/forum/...php?topic=7521.msg104611#msg104611

Zitat Nightdaytrader9:

I've been busy lately at work... I guess I just missed it but WMIH website says Eugene Davis is Chairman of the Board?   I thought it was still Willingham?

ND9

wmiholdingscorp.com/director-and-officers/

Directors & Officers
Directors

EUGENE I. DAVIS – Chairman of the Board
THOMAS L. FAIRFIELD
WILLIAM C. GALLAGHER
DIANE BETH GLOSSMAN
TAGAR C. OLSON
PAUL E. RAETHER
MICHAEL RENOFF
STEVEN D. SCHEIWE
MICHAEL WILLINGHAM
Officers and Management

William C. Gallagher, Chief Executive Officer and Director
Thomas L. Fairfield, President, Chief Operating Officer and Director
Charles Edward Smith, EVP, Chief Legal Officer and Secretary
Timothy F. Jaeger, SVP, Interim Chief Financial Officer, Interim Chief Accounting Officer and Assistant Secretary
Doreen Logan, EVP and Controller
Peter Struck, SVP and Assistant Secretary
Weijia “Vicky” Wu, SVP and Assistant Secretary
Yana Soriano, VP and Assistant Secretary
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Zitat jaysenese:
Here is a comparison of how Eugene Davis's biography looked last week on the website, and how it looks today.   Items in BOLD RED have changed:

OLD VERSION:

Since 1997, Mr. Davis , age 59, has served as Chairman and Chief Executive Officer of PIRINATE Consulting Group, LLC, a privately held consulting firm specializing in turnaround management, merger and acquisition consulting and hostile and friendly takeovers, proxy contests and strategic planning advisory services for domestic and international public and private business entities. Since forming PIRINATE in 1997, Mr. Davis has advised, managed, sold, liquidated and served as a Chief Executive Officer, Chief Restructuring Officer, Director, Committee Chairman and Chairman of the Board of a number of businesses operating in diverse sectors such as telecommunications, automotive, manufacturing, high-technology, medical technologies, metals, energy, financial services, consumer products and services, import-export, mining and transportation and logistics. Previously, Mr. Davis served as President, Vice Chairman and Director of Emerson Radio Corporation and Chief Executive Officer and Vice Chairman of Sport Supply Group, Inc. He began his career as an attorney and international negotiator with Exxon Corporation and Standard Oil Company (Indiana) and as a partner in two Texas-based law firms, where he specialized in corporate/securities law, international transactions and restructuring advisory. Mr. Davis holds a bachelor’s degree from Columbia College, a master of international affairs degree (MIA) in international law and organization from the School of International Affairs of Columbia University, and a Juris Doctorate from Columbia University School of Law. Mr. Davis is also a director of the following public companies: Atlas Air Worldwide Holdings, Inc., Harbinger Group, Inc., Spectrum Brands, Inc., and U.S. Concrete, Inc. On February 20, 2014, Mr. Davis gave notice to Global Power Equipment Group Inc. that he did not plan to stand for re-election as a director at the company’s annual meeting currently scheduled for May 1, 2014. Mr. Davis is a director of ALST Casino Holdco, LLC and Lumenis Ltd., whose common stock is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but does not publicly trade. During the past five years, Mr. Davis has also been a director of Ambassadors International, Inc., American Commercial Lines Inc., Delta Airlines, Dex One Corp., Foamex International Inc., Footstar, Inc., Granite Broadcasting Corporation, GSI Group, Inc., Ion Media Networks, Inc., JGWPT Holdings Inc., Knology, Inc., Media General, Inc., Mosaid Technologies, Inc., Ogelbay Norton Company, Orchid Cellmark, Inc., PRG-Schultz International Inc., Roomstore, Inc., Rural/Metro Corp., SeraCare Life Sciences, Inc., Silicon Graphics International, Smurfit-Stone Container Corporation, Solutia Inc., Spansion, Inc., The Cash Store Financial Services, Inc., Tipperary Corporation, Trump Entertainment Resorts, Inc., Viskase, Inc. (not a public corporation since 2008) and YRC Worldwide, Inc. Mr. Davis became one of our directors on March 19, 2012 and was selected as the FA Director as part of the Bankruptcy Plan.  Mr. Davis chairs the Corporate Strategy and Development Committee and is a member of the Compensation Committee.

NEW VERSION:

Since 1997, Mr. Davis, has served as Chairman and Chief Executive Officer of PIRINATE Consulting Group, LLC, a privately held consulting firm specializing in turnaround management, merger and acquisition consulting and hostile and friendly takeovers, proxy contests and strategic planning advisory services for domestic and international public and private business entities. Since forming PIRINATE in 1997, Mr. Davis has advised, managed, sold, liquidated and served as a Chief Executive Officer, Chief Restructuring Officer, Director, Committee Chairman and Chairman of the Board of a number of businesses operating in diverse sectors such as telecommunications, automotive, manufacturing, high-technology, medical technologies, metals, energy, financial services, consumer products and services, import-export, mining and transportation and logistics. Previously, Mr. Davis served as President, Vice Chairman and Director of Emerson Radio Corporation and Chief Executive Officer and Vice Chairman of Sport Supply Group, Inc. He began his career as an attorney and international negotiator with Exxon Corporation and Standard Oil Company (Indiana) and as a partner in two Texas-based law firms, where he specialized in corporate/securities law, international transactions and restructuring advisory. Mr. Davis holds a bachelor’s degree from Columbia College, a master of international affairs degree (MIA) in international law and organization from the School of International Affairs of Columbia University, and a Juris Doctorate from Columbia University School of Law. Mr. Davis is also a director of the following public companies: Atlas Air Worldwide Holdings, Inc., Harbinger Group, Inc., Spectrum Brands, Inc., and U.S. Concrete, Inc. On February 20, 2014, Mr. Davis gave notice to Global Power Equipment Group Inc. that he did not plan to stand for re-election as a director at the company’s annual meeting currently scheduled for May 1, 2014. Mr. Davis is a director of ALST Casino Holdco, LLC and Lumenis Ltd., whose common stock is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but does not publicly trade. During the past five years, Mr. Davis has also been a director of Ambassadors International, Inc., American Commercial Lines Inc., Delta Airlines, Dex One Corp., Foamex International Inc., Footstar, Inc., Granite Broadcasting Corporation, GSI Group, Inc., Ion Media Networks, Inc., JGWPT Holdings Inc., Knology, Inc., Media General, Inc., Mosaid Technologies, Inc., Ogelbay Norton Company, Orchid Cellmark, Inc., PRG-Schultz International Inc., Roomstore, Inc., Rural/Metro Corp., SeraCare Life Sciences, Inc., Silicon Graphics International, Smurfit-Stone Container Corporation, Solutia Inc., Spansion, Inc., The Cash Store Financial Services, Inc., Tipperary Corporation, Trump Entertainment Resorts, Inc., Viskase, Inc. (not a public corporation since 2008) and YRC Worldwide, Inc. Mr. Davis became one of our directors on March 19, 2012 and was selected as the FA Director as part of the Bankruptcy Plan. Mr. Davis is the Chairman of the Board, chairs the Nominating and Corporate Governance Committee is a member of the Compensation Committee and is a standing invitee to participate in the Corporate Strategy and Development Committee.
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Zitatende

MfG.L:)

www.boardpost.net/forum/...php?topic=7521.msg104759#msg104759

Re: Eugene I. Davis - Chairman of the Board?

Zitat jaysenese:

Here is a comparison of how Mike Willingham's biography looked last week on the website, and how it looks today. Items in BOLD RED have changed:

OLD VERSION:

Michael Willingham – Chairman of the Board

Since June 2002, Mr. Willingham, age 43, has been a principal at Willingham Services, which provides consulting advice for a diverse portfolio of clients and constituencies regarding strategic considerations involving complex litigation across a variety of industries, including energy, financial services and varying wholesale/retail products. Mr. Willingham became a director of WMIHC on March 19, 2012 as part of the Bankruptcy Plan and has been reelected by the company’s shareholders. Mr. Willingham is the Chairman of the Board, a member of the Audit Committee and Chairman of the Nominating and Corporate Governance Committee. Mr. Willingham is also a member of the Trust Advisory Board and Litigation Subcommittee of WMI Liquidating Trust

NEW VERSION:

Michael Willingham

Since June 2002, Mr. Willingham, has been a principal at Willingham Services, which provides advice for a diverse portfolio of clients and constituencies regarding strategic considerations involving complex litigation across a variety of industries, including energy, financial services and varying wholesale/retail products. Mr. Willingham became a director of WMIHC on March 19, 2012 as part of the Bankruptcy Plan and has been reelected by the company’s shareholders. Mr. Willingham chairs the Audit Committee and is a member of the Compensation Committee. Mr. Willingham is also a member of the Trust Advisory Board and Litigation Subcommittee of WMI Liquidating Trust.

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

Zitatende

MfG.L:)

Re: Eugene I. Davis - Chairman of the Board?

www.boardpost.net/forum/...php?topic=7521.msg104984#msg104984

Zitat CSNY:
As an aside, Friday, 5/29 is the fourth business day from last Friday.  (There are exceptions to this rule, though.  See:

media.mofo.com/files/Uploads/Images/FAQ-Form-8-K.pdf

As he's no longer chair, MW can recuse himself with respect to certain decisions with less awkwardness than if he were chair.  Besides, I think he accomplished what he needed to do @ WMIH and will transition out.
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Zitat kenwalker:
Thanks for the link, I was thinking it was 3 days but it is: What are the time limits within which a Form 8K must be filed?
Subject to certain exceptions described below, a Form 8K must generally be filed within four business days of the triggering event.

The way I count it could be Friday, ......................... you have a Friday triggered event, long weekend / short week, Friday 8K looks like they "needed" all the time they could get.

You make a good point about "awkwardness" of handling the two seats. I could see where this could get awkward if not close to impossible.
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Zitat CSNY:
I think this tells us that if the WMIH BOD votes on anything pertaining to the LT, MW will recuse himself.
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MfG.L:)

www.boardpost.net/forum/...php?topic=7546.msg104951#msg104951

Capmark changing their name on June 17, 2015

Zitat Nightdaytrader9:
Below are two items:

1.) Capmark notice to stockholders that they will be having annual meeting June 17.  They will be voting on changing company's corporate name to "Bluestem Group Inc."

2.) Invitation letter from Eugene I. Davis.

ND9

**********************


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 17, 2015

The 2015 Annual Meeting of Stockholders of Capmark Financial Group Inc. will be held at the offices of Faegre
Baker Daniels LLP, 90 South Seventh Street, 2200 Wells Fargo Center, Minneapolis, MN 55402, commencing at
8:30 a.m. central daylight time, on Wednesday, June 17, 2015, for the following purposes:
• To elect six of the nine members of the board of directors to serve until the next annual meeting of
stockholders,
• To approve an amendment to the Amended and Restated Articles of Incorporation to change the company’s
corporate name to “Bluestem Group Inc.,” and
• To transact such other business as may properly come before the meeting or any adjournments thereof.

Only stockholders of record as of the close of business on April 30, 2015 are entitled to notice of and to vote at the
annual meeting or any adjournments thereof. In the event there are not sufficient votes to transact business at the time
of the annual meeting, the annual meeting may be adjourned in order to permit further solicitation of proxies.
Your vote is important, regardless of the number of shares you own. If you do not attend the meeting to vote in
person, your vote will not be counted unless a proxy representing your shares is presented at the meeting. A proxy
statement and proxy card solicited by the Company are included herein.

Your vote is important to us. Thank you for taking the time to consider the proposals.

By order of the Board of Directors,
Erica C. Street,
Senior Vice President, General Counsel and
Secretary
Eden Prairie, Minnesota
May 18, 2015

****************************
May 18, 2015

Dear Fellow Stockholder:

You are cordially invited to attend the 2015 Annual Meeting of Stockholders of Capmark Financial Group Inc., to be
held on June 17, 2015, commencing at 8:30 a.m., central daylight time, at the offices of Faegre Baker Daniels LLP, 90
South Seventh Street, 2200 Wells Fargo Center, Minneapolis, MN 55402. At the meeting, stockholders will vote on the
business items listed in the notice of the meeting, which follows this letter and is accompanied by the full proxy
statement relating to the meeting.

We urge you to vote your shares at your earliest convenience by signing, dating and mailing the enclosed form of proxy
in the envelope provided. You may also vote by telephone or through the Internet, as described in the enclosed
materials.

Whether or not you plan to attend the meeting and regardless of the number of shares you own, your vote is
important and we encourage you to vote promptly. Please take a few minutes to read the proxy statement and
cast your vote as soon as possible.

We appreciate your participation and prompt response, and thank you for your continuing support.

Sincerely,
Eugene I. Davis,
Executive Chairman


www.capmark.com/SiteAssets/...oup%20Inc%20-%202015%20Proxy.pdf

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Zitatende

MfG.L:)
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www.boardpost.net/forum/...php?topic=7561.msg105362#msg105362

Zitat Simonizer:

Just have a gut feeling news is imminent.

1.  We still have not gotten a PR/8-K about the change to the Chairmen of the Board.  Very weird - Should have gotten one by now.

2.  The stock is down almost 10% in 2+ trading days on very low volume until a bigger push down today on better volume. (Already more volume as of 10:30 today 183k than last 2 days).  Maybe capitulation.

3.  Based upon the deadlines for uplisting, expected M/A, Nasdaq references on website - We are due now.
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Zitatende

schließe mich dem voll und ganz an, (Montag der 01.06.2015 wäre doch irgendwie schön...)

MfG.L:)

Thomas L. Fairfield also got the 1,777,778 +500, Did I miss the Bus on this

www.boardpost.net/forum/...php?topic=7570.msg105532#msg105532

Zitat T1215s:
I read the filings and I posted it below,but !!!!FAIRFIELD THOMAS L     1,777,778 shs are not mentioned
www.sec.gov/Archives/edgar/data/933136/...1/d924385d8k12g3.htm

P-3

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
------------------------
No mention of Fairfied getting 1,777,778  and yet

GALLAGHER WILLIAM C  1,777,778
www.sec.gov/Archives/edgar/data/933136/.../xslF345X03/doc4.xml

FAIRFIELD THOMAS L     1,777,778
www.sec.gov/Archives/edgar/data/933136/.../xslF345X03/doc4.xml
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Zitat von User  Scott Fox:

"expects to issue".............?
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MfG.L:)

www.boardpost.net/forum/...php?topic=7550.msg105517#msg105517

Zitat CharlienDude:
__________________________________________________
Quote from: Devalzadvok8 on Yesterday at 02:44:56 PM
Gallagher/Fairfield - a more positive thought:  True, the compensation seems high for such a high risk start up situation.  It could be justified, though, if these two fine gentlemen had come up [on their own] with not only a 'concept', but also a plan and connections/means to implement that plan - impressive enough to cause KKR to put its own heavy finger on the management selection scales and move us forward in a new direction.  

It is apparent that just 'peddling NOLs' was not getting us anywhere, market wise.  That was made clear to us by WMIH mgmt - perhaps, by exclusion, the only possible 'inference' that might help back up AZ's claims of hidden loot.[?]  Somebody, 'somebody' must have come up with something that changed the equation.  I can see no other excuse for splashing so much money around at this stage without even anything visible out there on the horizon to point a stick at.  So......

Is it AZ's 'hidden loot' that we're talking about, or something else entirely different?  I don't believe that Gallagher and Fairfield are 'accidental' in this equation.  It has to be something more than just being 'heavy weight management types'.............


Dev
__________________________________________________

I just don't feel like big players and dealmakers like KKR, Citi, and the two biggest HFs agreed to these two executives compensation without there being something unstated that justifies it.    

I did a little 'googling' to see what the typical fees are for MA& brokers and found this one to start.    My estimate is a reasonable fee will be in the 10% of the deal value range.   So if these two are getting stock bonuses worth $8MM at current share price then I would think the deal will be minimum $100MM.    

Here's an interesting article on costs of M&A deal:

www.exits.com/blog/ma-advisor-fees-selling-business/

M&A Advisor Fees and Firm Size

M&A Advisor and Business Broker fees increase with the size of the transaction, but not in direct proportion. Part of the reason is that the amount of work required to sell a larger business can actually be less than that to sell a smaller company. Where this becomes especially evident is at the smaller end of the transaction size range.

M&A firms and Business Brokers can be categorized by size roughly as:

1. At the upper end of the range there are the big investment banks and accounting firms with multiple teams devoted to M&A.

2. In the middle are mid-sized firms that usually include three to seven professionals, usually called M&A Advisors.

3. At the smaller end of the transaction range, most businesses are sold by smaller firms usually called Business Brokers.

Understanding the pricing mechanisms for M&A fees is easier if you look at it from the perspective of the professionals doing the transactions. Very large firms have offices in downtown towers with human receptionists and assistants. The mid-sized firms have smaller offices in less expensive buildings, use automated phone answering and have no assistants. The individuals in boutique firms answer their own phones.

For a transaction to make sense for the big firms with downtown offices, the total fees have to be a few million dollars. For the mid-sized firms, the minimum fee size is in the $500,000 to $1.5 million range. Smaller firms can afford to do exit transactions where the fees are only a few hundred thousand dollars.

Typically, the big firms will compete most aggressively for exit transactions above $100 million because these transactions will produce several million dollars in fees. The $10 to $50 million range is the optimum range for the mid-sized firms. Smaller transactions are usually done by business brokers. These numbers shift up or down depending on how busy the firms are. This post describes the differences between M&A advisors and business brokers in more detail.



And ... another good article on M&A's that provides information on what is happening in the M&A world so you better understand what is out there for dealmakers, i.e. our new executives.

www.kpmgsurvey-ma.com/...6Kn49kudZwuR9wneelboSUN3OZhoCn5Xw_wcB

Click on the Download the Survey Report button to view the PDF data.    Excellent info on what's happening in the M&A world from M&A professionals.
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MfG.L:)

ob es einen zusammenhang gibt zwischen den aktienboni und dem erwarteten zukauf/zusammenschluss, ich bin da skeptisch, aber wir werden es ja überprüfen können.

L2 von WMIH OTC am 24.03.2015



MfG.L:)

www.nasdaq.com/article/...-parachutes-contested-20150531-00066

Zitat:
WaMu 'Golden Parachutes' Contested
By Dow Jones Business News,  May 31, 2015, 08:24:00 PM EDT AAA
Vote up Comment

By Daniel Huang

Seven years after Washington Mutual Inc. collapsed in the biggest U.S. bank failure, two of its former top executives are still looking for their "golden parachutes."

Former Chief Operating Officer Stephen Rotella and David Schneider, former president of the home-loans unit, are among a group of about 70 former employees who say they are entitled to "golden parachute" payments, or compensation usually guaranteed to employees when a company is sold.


The liquidating trust created in 2012 to chase down and distribute the company's remaining assets is seeking a ruling in U.S. District Court in Washington prohibiting such payments. The court may rule as soon as this week.

According to filings, the employees argue the payments should have been triggered by the seizure and subsequent sale of WaMu's banking assets to J.P. Morgan Chase & Co. in September 2008. WaMu's liquidating trust counters that the demands shouldn't be met and that the claims are blocking $64 million from being distributed to creditors.

The row is another in a long line of disputes involving executives who worked at firms that failed or were bailed out during the financial crisis. Highly paid financiers at Lehman Brothers Holdings Inc. and American International Group Inc. also faced challenges to their pay packages after the firms succumbed to mortgage-related losses.

As part of their claims, Messrs. Rotella and Schneider have argued they are owed golden-parachute payments that total $15.7 million and $7.4 million, respectively, the biggest amounts claimed by ex-employees in the lawsuit according to court filings.

A 2011 settlement between the Federal Deposit Insurance Corp. and three former WaMu executives, including Messrs. Rotella and Schneider, complicates the matter. Under that settlement, the majority of the payments would go the FDIC if the WaMu trust is unsuccessful in obtaining a ruling against the payments. Messrs. Rotella and Schneider would have to turn over all but $4.3 million and $1.6 million respectively of their payments to the FDIC.

Golden-parachute payments represent retirement benefits that are designed to be sped up when a company is sold or otherwise changes control. But when banks fail, they are barred from making such golden-parachute payments unless they receive an exemption from the FDIC.

Golden parachutes were never intended to grant windfall payments to people who contributed to the downfall of a financial institution, the WaMu trust has argued in legal papers. WaMu's banking operations were seized by the FDIC in September 2008, soon after the failure of Lehman Brothers.

The bank, which was the largest thrift and sixth-largest U.S. bank by assets, had grown quickly in the 1990s and 2000s behind a mortgage boom felt acutely in markets like California, where WaMu was strong. The bank had aggressively expanded into subprime mortgage loans, and as the crisis built, nervous WaMu customers pulled billions of dollars of their deposits. J.P. Morgan Chase quickly stepped in to buy the bulk of the firm's banking operations as the firm filed for bankruptcy.

At issue in the current case is whether the WaMu trust needs the FDIC's exemption to make these golden-parachute payments.

Former WaMu employees led by Messrs. Rotella and Schneider say that they are due the money because WaMu's trust isn't an insured depository institution like a bank and therefore not covered by the golden-parachute regulations. The trust says the holdouts are delaying a resolution that will return millions of dollars to WaMu's creditors, which include a variety of investment funds.

Messrs. Rotella and Schneider haven't been charged with criminal wrongdoing. They settled the civil case with the FDIC in 2011 without admitting or denying wrongdoing. The two believe that the company and their performance were unfairly criticized from the outset, and that the FDIC is standing in the way of a resolution between the trust and the group of employees, according to a person familiar with their thinking.

The FDIC declined to comment.

Since WaMu's 2008 collapse, Messrs. Rotella and Schneider and other senior employees have combated criminal investigations, congressional probes and allegations of negligence and fiduciary breach.

In a further confusing action in light of the 2011 settlement, an FDIC letter issued last month and reviewed by The Wall Street Journal opposed payouts to the group and said that Messrs. Rotella and Schneider "promoted [WaMu's] culture of reckless lending, and bore substantial responsibility for the bank's demise."

In the letter, the FDIC argued that WaMu's trust was covered under the agency's golden-parachute regulations, restricting it from making any payments to the former employees.

Kerry Killinger, who was ousted as WaMu chief executive weeks before the thrift was seized, didn't pursue any golden-parachute payments, people familiar with the matter said. He received $7 million in December after a Delaware bankruptcy court approved a settlement of the company's claims against its former leaders. The proceeds were assigned to the FDIC as part of the 2011 deal, one of the people said.

Mr. Rotella, 61 years old, is now president of investment-management firm StoneCastle Partners LLP, while Mr. Schneider, 50, serves as a senior manager at mortgage firm Walter Investment Corp. In the two years before WaMu's takeover, Mr. Rotella was awarded pay valued at $12.4 million, according to regulatory filings.

Access Investor Kit for JPMorgan Chase & Co.
Zitatende
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MfG.L:)

www.boardpost.net/forum/...php?topic=7591.msg106191#msg106191

Zitat mdavis9439:
__________________________________________________
Quote from: ref2370 on Yesterday at 10:45:15 PM
So much for the 2016 trial date....but maybe they can appeal to a higher court if the ruling doesn't go their way
__________________________________________________


I don't believe the employee claimants have standing.  The article is a little misleading.  The LT is actually asking the District Court to rule against the FDIC so that they can settle the employee claims.  Any ruling in the case is between the LT & FDIC.  The employees can't appeal if the DC supports the FDIC.

If the Golden Parachutes rule holds up, Rosen will request disallowance of the employee claims in the BK court.  He will be able to say that the Trust acted in good faith and did all it could to settle the claims..Judge Walrath will agree and the employees won't be able to do anything about it.

Zitatende

MfG.L:)

www.boardpost.net/forum/...php?topic=7592.msg106172#msg106172

Zitat tdmd99:

www.octafinance.com/...pital-management-q1-2015-13f-positions/

www.octafinance.com/wp-content/uploads/...o-Stock-Holdings.csv

Shares   117783   (last reported 3/31/2015  finance.yahoo.com/q/mh?s=WMIH+Major+Holders

Chg Shs   -540480   www.octafinance.com/wp-content/uploads/...o-Stock-Holdings.csv

They had 117,783 shares as of 3/31/2015, they sold 540,480 (5/22/2015).  Either they bought ~430,000 shares in the interim and sold, or they are shorting us.

Can someone chime in?
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MfG.L:)

www.boardpost.net/forum/...php?topic=7590.msg106164#msg106164

Zitat tdmd99:

Thought i'd right-click and view page source of the WMIH website.

At the bottom of each page, here's some code:
__________________________________________________
Quote
   [{v: 'Charles', f: 'Charles Edward Smith
President, EVP, Interim CEO, Interim Chief Legal Officer, and Secretary'}, null, 'The President'],
   [{v: 'Tax', f: 'Taxes and IT'},                                                                                    'Charles',  null],
   [{v: 'Law', f: 'Legal and Support'},                                                                               'Charles',  null],
   [{v: 'Ops', f: 'Finance/Operations'},                                                                              'Charles',  null],
   [{v: 'Curt', f: 'Curt Brower
Director of Tax'},                                                          'Tax',      null],
   [{v: 'Yana', f: 'Yana Soriano
Sr. Paralegal'},                                                           'Law',      null],
   [{v: 'Helen', f: 'Helen Grayson
Executive Assistant'},                                                   'Yana',     null],
   [{v: 'Tim', f: 'Timothy F. Jaeger
Interim Chief Financial Officer, Interim Chief Accounting Officer, and SVP'}, 'Ops',      null],
   [{v: 'Doreen', f: 'Doreen Logan
Controller EVP'},                                                        'Tim',      null],
   [{v: 'Weijia', f: 'Weijia "Vicky" Wu
SVP and Assistant Secretary'},                                      'Doreen',   null],
   [{v: 'Peter', f: 'Peter Struck
SVP and Assistant Secretary'},                                            'Weijia',   null],
   [{v: 'Dennis', f: 'Dennis Suzuki
Accounts Payable'},  
__________________________________________________

Here are some people not listed anywhere else on the website and are involved with WMIH.

Helen Grayson, i think she is the person that I probably talked to when I was at the Seattle office:
www.linkedin.com/profile/...SRPcmpt%3Aprimary%2CVSRPnm%3Atrue

Yana Soriano, Sr Paralegal
www.linkedin.com/profile/...SRPcmpt%3Aprimary%2CVSRPnm%3Atrue

Curt Bower, Director of Tax
no link available

Dennis Suzuki, Accounts Payable, but his LinkedIn profile says Treasury Manager at Washington Mutual Inc.
www.linkedin.com/profile/...SRPcmpt%3Aprimary%2CVSRPnm%3Atrue

Vicky Wu, Director Corporate Finance at WMIH Corp
www.linkedin.com/profile/...1&trk=prof-sb-browse_map-name

Tim Jaeger, Interim CFO, Chief Accounting Officer
www.linkedin.com/profile/...x&trk=prof-sb-browse_map-name

Doreen Logan, EVP and Controller (Controller/Assistant Treasurer for WMILT according to LinkedIn)
www.linkedin.com/profile/...O&trk=prof-sb-browse_map-name

Peter Struck, Sr VP
www.linkedin.com/profile/...d&trk=prof-sb-browse_map-name

Curt Brouwer, Director of Tax at WMILT
www.linkedin.com/profile/...E&trk=prof-sb-browse_map-name

Just an FYI sort of post to see who else is behind the scenes.

Some interesting tidbits:
1) Helen Grayson's linkedin says WMILT, but her name is on the WMIH website code.
2) Yana Soriano linkedin also says WMILT, but her name is on the WMIH website code.
3) Doreen Logan is listed on WMIH website under officers and management, but her LinkedIn profile says she is Controller/Assistant Treasurer for WMILT 3/1012 to current.


==========

Also, searched LinkedIn for WMI Liquidating Trust and found some other players:

Paul Martin
www.linkedin.com/profile/...%2CVSRPcmpt%3Aprimary%2CVSRPnm%3A

Zitatende
--------------------------------------------------

MfG.L:)

seekingalpha.com/article/...-of-companies-are-we-interested-in
Jun. 1, 2015 3:35 PM ET
Zitat :

Das NOL Rundschreiben: Wofür sich Typen von Gesellschaften wir interessieren?

Zusammenfassung
Wir suchen nach Gesellschaften mit sehr spezifischen Eigenschaften.
Attraktive Investitionen in dieser Nische müssen qualitativ analysiert werden.
Potenzielle Investitionen werden häufig kreativ gefördert, Rechtangebote oder mit Zinssätzen unter dem Markt versorgte Schuld verwertend.

Dieser Artikel ist zuerst im NOL Rundschreiben, ein erstklassiger Dienst erschienen, der von Arquitos Capital Management und Benval Group zur Verfügung gestellt ist.

Das NOL Rundschreiben wird auf einen spezifischen Typ der Investition eingestellt. Wir heben hervor und bedecken Gesellschaften, die bedeutende Netzbetriebsverluste (NOLs) haben, wo die Gesellschaft zu monetize jene NOLs versucht.

Es gibt viele Gesellschaften, die NOLs erworben haben. Die große Mehrheit ist nicht potenzielle Investitionen. Immerhin müssen sie einen beträchtlichen Betrag des Geldes an erster Stelle verloren haben, um den "Aktivposten" zu erwerben. Wir interessieren uns für Gesellschaften nicht, die NOLs haben, die dasselbe machen, haben sie in der Vergangenheit getan. Wir interessieren uns, als eine "Brechung" vorgekommen ist. Allgemeine Situationen bestehen darin, als ein Aktivist beteiligt geworden ist. Manchmal ist eine Entblößung vorgekommen, oder vielleicht hat es einen umgestaltenden Erwerb gegeben. Andere Zeiten ein neuer Maschinenbediener ist verantwortlich oder eine andere bedeutende Änderung gebracht worden, sind vorgekommen.

Aus den 8,000 oder 9,000 potenziellen Investitionen in den Vereinigten Staaten werden wir vielleicht 30 konzentriert. Die meisten dieser Gesellschaften sind klein und haben beschränkt oder kein Analytikereinschluss. Eine Gesellschaft betrachtet groß in dieser Welt kann ein WMIH (OTCQB:WMIH) mit einer Marktkappe von $ 600 Millionen sein. Oder Signature Group (NASDAQ:RELY) mit einer Marktkappe von $ 300 Millionen. Oder Steel Partners Holdings (NYSE:SPLP), der an $ 500 Millionen einstempelt. Am anderen Ende des Spektrums haben Sie ATRM Holdings (NASDAQ:ATRM) mit einer Marktkappe von $ 3 Millionen. Oder eine Platane Vernetzt (OTCPK:SCMR), der liquidiert, und zurzeit eine Marktkappe von $ 11 Millionen hat. Wir werden eine Gruppe von NOL-Schalen in sub - die Reihe von $ 5 Millionen hervorheben, und wir bitten um Ihre Hilfe, um uns zu identifizieren, andere mögen das, das interessant sein kann.

Irgendwann waren viele dieser NOL Gesellschaften Schalen und hatten Operationen während der Zeit ihres Übergangs beschränkt. Einige waren kürzlich bankrott. Die meisten sind dunkel, und es ist, wo Anleger im Stande sind, einen Vorteil zu gewinnen. Sehr wenige dieser Gesellschaften haben Analytikereinschluss, und wenn sie tun, kommt dieser Einschluss nur nach einem Erwerb und einem beträchtlichen Anlauf in seinem Aktienpreis.

Der NOL ist sicher ein Aktivposten, zukünftiges Einkommen bis zu 35 % am Bundesniveau beschirmend. Jedoch sind die Gesellschaften, für die wir uns am meisten interessieren, diejenigen, die Anleger und Maschinenbediener angezogen haben, die wirksame Kapitalzuteiler sind. Gesellschaften mit bedeutendem NOLs ziehen häufig diese Typen von Anlegern an. Diese Anleger verstehen den Aktivposten, und neigen auch dazu, die besten Weisen zu verstehen, den Aktivposten zu verwerten.

Gesellschaften mit bedeutenden NOLs, die von wirksamen Kapitalverteilern geführt werden, verstehen, dass wir voraussagbaren freien Kassenzufluss wollen. Sie verstehen, dass ein strenger Fokus auf ROIC wichtig ist. Sie neigen dazu, sich für den spekulativen Gebrauch für Firmenmittel nicht zu interessieren. Die Entschädigung am Exekutivniveau sollte auch schöner sein, und besser hat sich auf incentivizing der Manager konzentriert, um die Gesellschaft sicherer zu wachsen.

Ein anderes Element, das für uns als Anleger attraktiv ist, ist, dass, um den NOLs zu bewahren, Gesellschaften häufig mit ihrer Finanzierung kreativ sein müssen. Wir werden häufig Rechtangebote beteiligt als ein Teil einer NOL Gesellschaft sehen, die einen Erwerb macht oder ihre Operationen ausbreitet. Es ist für uns als Anleger groß, weil wir Zugang zu zusätzlichen Anteilen bei einem Preisnachlass bekommen und wir normalerweise die Gelegenheit haben, an einer Überzeichnung teilzunehmen. Neue Beispiele davon sind die Rechte, die sich 2014 für SWK Holdings (OTCQB:SWKH) an 0.86 $ bieten, und die Rechte, die sich früher in diesem Jahr für Signature Group Holdings (jetzt bieten, VERLASSEN SICH, dann SGRH) an 5.64 $. Seit jenen Rechtangeboten sind Anteile für jene zwei Gesellschaften 80 % und um 101 % höher beziehungsweise vom Preis des Rechtangebotes.

In anderen Beispielen kann der größte Aktionär Schuld gegenüber der Gesellschaft an unter dem Marktzinssatz zur Verfügung stellen. Das ist mit ALJ Regional Holdings (OTCPK:ALJJ) geschehen, als es Tochtergesellschaften Faneuil und Teppiche N' Mehr erworben hat. Warum würde ein großer Aktionär das tun? Sie verstehen den Wert in der Maximierung freien Kassenzuflusses und steuerpflichtigen Einkommens, das dann durch den NOLs ausgeglichen würde.

Diese Eigenschaften stellen Sicherheit auf der Kehrseite, sowie Potenzial für bedeutende Gewinne auf der Oberseite zur Verfügung. Wenn diese Gesellschaften erfolgreich sind, erheben sich ihre Anteile um 20 % nicht. Ihre Anteile erheben sich normalerweise exponential.

Weil wir uns schwer auf diese qualitativen Eigenschaften verlassen, tauchen die Gesellschaften wir interessieren uns, auf Schirmen nicht auf. Es ist gut, und gibt Anlegern wie Sie, die sich für diese Nische ein enormer Vorteil interessieren.

Das Zeichen des Redakteurs: Dieser Artikel bedeckt ein oder mehr Lager, die an weniger als 1 $ pro Anteil und/oder mit weniger als einer Marktkappe von $ 100 Millionen handeln. Seien Sie bitte der mit diesen Lagern vereinigten Gefahren bewusst.
--------------------------------------------------
Zitatende

MfG.L:)

Re: WMIH and WMIHP on daily list
www.boardpost.net/forum/...php?topic=7605.msg106349#msg106349

Zitat govinsider:
Rule 144: Selling Restricted and Control Securities

When you acquire restricted securities or hold control securities, you must find an exemption from the SEC's registration requirements to sell them in a public marketplace. Rule 144 allows public resale of restricted and control securities if a number of conditions are met. This overview tells you what you need to know about selling your restricted or control securities. It also describes how to have a restrictive legend removed.

What Are Restricted and Control Securities?

Restricted securities are securities acquired in unregistered, private sales from the issuing company or from an affiliate of the issuer. Investors typically receive restricted securities through private placement offerings, Regulation D offerings, employee stock benefit plans, as compensation for professional services, or in exchange for providing "seed money" or start-up capital to the company. Rule 144(a)(3) identifies what sales produce restricted securities.

Control securities are those held by an affiliate of the issuing company. An affiliate is a person, such as an executive officer, a director or large shareholder, in a relationship of control with the issuer. Control means the power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract, or otherwise. If you buy securities from a controlling person or "affiliate," you take restricted securities, even if they were not restricted in the affiliate's hands.

If you acquire restrictive securities, you almost always will receive a certificate stamped with a "restrictive" legend. The legend indicates that the securities may not be resold in the marketplace unless they are registered with the SEC or are exempt from the registration requirements. Certificates for control securities usually are not stamped with a legend.

What Are the Conditions of Rule 144?

If you want to sell your restricted or control securities to the public, you can meet the applicable conditions set forth in Rule 144. The rule is not the exclusive means for selling restricted or control securities, but provides a "safe harbor" exemption to sellers. The rule's five conditions are summarized below:

Additional securities purchased from the issuer do not affect the holding period of previously purchased securities of the same class. If you purchased restricted securities from another non-affiliate, you can tack on that non-affiliate's holding period to your holding period. For gifts made by an affiliate, the holding period begins when the affiliate acquired the securities and not on the date of the gift. In the case of a stock option, including employee stock options, the holding period begins on the date the option is exercised and not the date it is granted.

1. Holding Period. Before you may sell any restricted securities in the marketplace, you must hold them for a certain period of time. If the company that issued the securities is a “reporting company” in that it is subject to the reporting requirements of the Securities Exchange Act of 1934, then you must hold the securities for at least six months. If the issuer of the securities is not subject to the reporting requirements, then you must hold the securities for at least one year. The relevant holding period begins when the securities were bought and fully paid for. The holding period only applies to restricted securities. Because securities acquired in the public market are not restricted, there is no holding period for an affiliate who purchases securities of the issuer in the marketplace. But the resale of an affiliate's shares as control securities is subject to the other conditions of the rule.
2. Current Public Information.  There must be adequate current information about the issuing company publicly available before the sale can be made. For reporting companies, this generally means that the companies have complied with the periodic reporting requirements of the Securities Exchange Act of 1934. For non-reporting companies, this means that certain company information, including information regarding the nature of its business, the identity of its officers and directors, and its financial statements, is publicly available.
3. Trading Volume Formula. If you are an affiliate, the number of equity securities you may sell during any three-month period cannot exceed the greater of 1% of the outstanding shares of the same class being sold, or if the class is listed on a stock exchange, the greater of 1% or the average reported weekly trading volume during the four weeks preceding the filing of a notice of sale on Form 144.  Over-the-counter stocks, including those quoted on the OTC Bulletin Board and the Pink Sheets, can only be sold using the 1% measurement.
4. Ordinary Brokerage Transactions.  If you are an affiliate, the sales must be handled in all respects as routine trading transactions, and brokers may not receive more than a normal commission.  Neither the seller nor the broker can solicit orders to buy the securities.
5. Filing a Notice of Proposed Sale With the SEC.  If you are an affiliate, you must file a notice with the SEC on Form 144 if the sale involves more than 5,000 shares or the aggregate dollar amount is greater than $50,000 in any three-month period.  

If I Am Not an Affiliate of the Issuer, What Conditions of Rule 144 Must I Comply With?

If you are not (and have not been for at least three months) an affiliate of the company issuing the securities and have held the restricted securities for at least one year, you can sell the securities without regard to the conditions in Rule 144 discussed above.  If the issuer of the securities is subject to the Exchange Act reporting requirements and you have held the securities for at least six months but less than one year, you may sell the securities as long as you satisfy the current public information condition.

Can the Securities Be Sold Publicly If the Conditions of Rule 144 Have Been Met?

Even if you have met the conditions of Rule 144, you can't sell your restricted securities to the public until you've gotten the legend removed from the certificate. Only a transfer agent can remove a restrictive legend. But the transfer agent won't remove the legend unless you've obtained the consent of the issuer—usually in the form of an opinion letter from the issuer's counsel—that the restrictive legend can be removed. Unless this happens, the transfer agent doesn't have the authority to remove the legend and permit execution of the trade in the marketplace.

To begin the legend removal process, an investor should contact the company that issued the securities, or the transfer agent for the securities, to ask about the procedures for removing a legend. Removing the legend can be a complicated process requiring you to work with an attorney who specializes in securities law.

What If a Dispute Arises Over Whether I Can Remove the Legend?

If a dispute arises about whether a restrictive legend can be removed, the SEC will not intervene. Removal of a legend is a matter solely in the discretion of the issuer of the securities. State law, not federal law, covers disputes about the removal of legends. Thus, the SEC will not take action in any decision or dispute about removing a restrictive legend.
------------------------------------
Zitatende

MfG.L:)

www.boardpost.net/forum/...php?topic=7605.msg106358#msg106358

Zitat ron_66271:
Item 1.01  Entry into a Material Definitive Agreement

Series B Convertible Preferred Stock
www.otcmarkets.com/edgar/GetFilingPdf?FilingID=10391663
Looking for the 180 days language.

(pp) “ Post-Closing Covenants ” means the covenants by the Corporation that within 180 days of the Issue Date, the Corporation shall (i) reincorporate from Washington to Delaware, (ii) amend its Articles to provide that the number of members of the Board of Directors be increased from seven to up to eleven directors and (iii) authorize a number of shares of Common Stock sufficient for Mandatory Conversion of all shares of the Series B Preferred Stock (collectively, the “ Reincorporation ”)  

This has all happened.



(ii) if, prior to the consummation of a Qualified Acquisition, any of the Post-Closing Covenants have not been satisfied on or prior to the date that is 180 days following the Issue Date (such an event, a “ Post-Closing Covenant Default ”).  

Pending


And
KKR's Form 4
www.otcmarkets.com/edgar/GetFilingPdf?FilingID=10399089
---------------------
Zitat govinsider:
www.sec.gov/Archives/edgar/data/933136/.../a15-1349_3sc13d.htm
--------------------
Zitat watsonmm:
Thanks Gov.

Schedule 13D is an SEC filing that must be submitted to the US Securities and Exchange Commission within 10 days, by anyone who acquires beneficial ownership of more than 5% of any class of publicly traded securities in a public company. A filer must promptly update its Schedule 13D filing to reflect any material change in the facts disclosed, including, among other things, the acquisition or disposition of 1% or more of the class of securities that are the subject of the filing.

So, this is KKR's reporting of 71,465,629 shares or 26.1% ownership.

Added:
Forgot to credit Wikipedia on the verbiage above.
--------------------
Zitat tdmd99:
After reading up on corporate actions, I think this flag was removed after 2 things:

1) declaring dividends on the preferreds
2) merge with the delaware corporation for the reincorporation.

now that those two corporate actions are done, the flag was removed.  good sleuthing though.
--------------------------------------------------
Zitatende

MfG.L:)

de.advfn.com/...=nmona&article=67143049&xref=newsalert
www.wsj.com/articles/...e-in-washington-mutual-case-1433365003
J.P. Morgan Wins Legal Battle in WaMu Case

Zitat:
"...Judge Collyer said in her opinion that J.P. Morgan is responsible only for liabilities reflected in so-called book value on WaMu’s financial accounting records as of Sept. 25, 2008. The FDIC had previously argued that book value could include more than what was on the accounting records."
Zitatende

Meinungen zu dem Artikel:

Zitat boarddork:
AAhaaa.  Yes!    REMIC trust liabilities that DB is claiming, are associated with the 'receivership interrupted' swapping in/out duties of the entity in custody of the pledged mortgage assets.... remember?  swap out the non-performing for the performing.    JPM is servicer of WAMU loans, not in possession of.  The swap liabilities per the prospectus' are the sole liability to the owner/custodial pledge of these mortgage assets.

I believe, the FDIC receivership interrupted WAMU as servicer and custodial, so that DB's REMIC 'income conduit' stream was affected when the owner of the notes (WAMU entities) couldn't perform its swap out duties due to the receivership.  DB needed to sue and claim for worst case scenario, to recover any lost revenue from the receiverships impact, on their REMIC income conduit.

This is excellent confirmation to me as to the ownership of these loans, if the FDIC is liable.  If JPM bought ALL the loans as some claim, JPM would have the swap liabilities!!!

So, OK Mr FDIC, take something out for ol DB, I doubt the claims are as high as they had to guesstimate years ago..........any way, there are less than $25 Billion in claims against WMB entities, (WMB, WMBfsb, Thackeray, WAAC, WMMSC, etc) subtracted from the massive $240 Billion mortgages 'held in portfolio'.    


Great news to me!!!  IMO

Yes, JPM as servicer in WMMSC's shoes, wouild still have liabilities for rob-signing, fraudulent foreclosure, etc. in their spastic frenzied smash and grab of any cash they could steal of the mortgage portfolio.  I'm glad I'm not in Dimons shoes.........its gonna get uglier for JPM.

JPM who didn't buy the WAMU mortgage portfolio pledged against DB's trust, wouldn't therefore have the swap liabilities........only the one with ownership/custody of the notes WAMU/FDIC.  

Nice!  I was waiting on this ruling as a bellweather indicator.  Now we'll see whats next in this judicial drama.  But GREAT news to me.
-----------------------
Zitat Nightdaytrader9:
This part of sentence could be a concern:    "A judge in a Washington, D.C., court said the Federal Deposit Insurance Corp. must shoulder certain legal claims, etc"

Hmmm, so if the FDIC must carry the burden and they owe money, do they just take it from WMILT?
---------------------
Zitat boarddork dazu:
Not exactly.  To simplify, the FDIC must reconcile their receivership and resolution of WMB, before its gets to WMILT.......assets/cash minus claims/liabiliites.    There will be plenty left over when the FDIC checkbook is balanced, imo.  

The WMILT and hedgies, and a few of us MB peons know and have been watching for a long time.
--------------------
Zitat Bluehat32:
Judge Collyer's order, as signed today, is attached, re DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee for the Trusts v. FEDERAL DEPOSIT INSURANCE CORPORATION, et al (1:09-cv-01656-RMC).

Pacer Docket Entry Description:

180 - 06/03/2015 ORDER granting in part and denying in part 142 143 170 JPMorgan Chase's Motion for Summary Judgment and granting in part and denying in part 144 173 FDIC's Motion for Summary Judgment, for reasons set forth in 179 Sealed Memorandum Opinion. It is FURTHER ORDERED that, no later than June 17, 2015, the parties shall file a joint proposed unsealed version of 179 Sealed Memorandum Opinion issued with this Order. The Deputy Clerk is directed to schedule a status conference in this case as soon as possible. Signed by Judge Rosemary M. Collyer on June 3, 2015. (lcrmc3)
www.boardpost.net/forum/...=dlattach;topic=7613.0;attach=1752
--------------------
Zitat boarddork:
If WAMU the bank was never seized, the swap in/out mortgages liabilities would've been eaten by us regardless.  WAMU wrote it, and has to pay up for any bad loans.  I believe there is way more good than bad.

All I want to do, is get to the bottom of this unwinding, to see the bottom line.  Apparently today, IMO we're much closer.
---------------------
Zitatende

MfG.L:)

www.reuters.com/article/2015/06/03/...al-idUSKBN0OJ2ZR20150603

Zitat:
Deals  |  Wed Jun 3, 2015 6:31pm EDT
Related:  Regulatory News,  Breakingviews

Judge limits JPMorgan's liability for soured WaMu mortgages

A federal judge on Wednesday limited JPMorgan Chase & Co's potential liability to buy back soured mortgages tied to the main unit of Washington Mutual Inc, the savings and loan it bought at the height of the 2008 global financial crisis.

U.S. District Judge Rosemary Collyer in Washington, D.C. said the Federal Deposit Insurance Corp must shoulder some losses attributable to Washington Mutual's lending before the largest U.S. thrift was seized by the government in 2008, and immediately sold by the FDIC to JPMorgan for $1.9 billion.

In a two-page order, Collyer said JPMorgan assumed liability for disputed mortgages "only to the extent that Washington Mutual Bank reflected such liabilities at a stated book value" on its books as of Sept. 25, 2008, the day it was seized.

The FDIC, which was appointed Washington Mutual's receiver, had argued that JPMorgan assumed the bank's obligations "irrespective of a book value cap."

Collyer also ruled that JPMorgan did assume all mortgage repurchase liabilities of another unit it bought, Washington Mutual Mortgage Securities Corp.

The purchase of Washington Mutual helped make New York-based JPMorgan the largest U.S. bank by assets.

In a research note, CRT Capital analyst Kevin Starke said the decision could limit JPMorgan's obligations tied to the former Washington Mutual units to about $1.7 billion, including just $259 million at the main banking unit.

FDIC spokesman David Barr declined to comment. JPMorgan spokesman Brian Marchiony said the bank is pleased with Collyer's order.

The judge did not make public her decision explaining her reasoning. She directed the FDIC and JPMorgan to propose a redacted version to be made public by June 17.

Wednesday's decision does not affect JPMorgan's $13 billion settlement in November 2013 with the federal government over mortgage-related matters.

The decision could affect Deutsche Bank National Trust Co, which in 2009 brought a $10 billion lawsuit against the FDIC on behalf of trusts it oversees, and which held soured mortgage securities tied to Washington Mutual.

Clark estimated that the Washington Mutual receivership has only $2.75 billion of assets to cover $6.07 billion of claims by holders of the bank's senior notes, plus whatever claim Deutsche Bank is allowed.

Deutsche Bank spokeswoman Oksana Poltavets declined to comment.

The case is Deutsche Bank National Trust Co v. FDIC et al, U.S. District Court, District of Columbia, No. 09-01656.

Zitatende

MfG.L:)

Zitat von jaysenese zum Artikel #268:
__________________________________________________
Thanks for this, gov!

Quote from: govinsider on Yesterday at 06:46:35 PM
Clark estimated that the Washington Mutual receivership has only $2.75 billion of assets to cover $6.07 billion of claims by holders of the bank's senior notes, plus whatever claim Deutsche Bank is allowed.
__________________________________________________
This is a very strange line.  On the surface, of course, it is quite negative for 'R' theorists - you have to believe that the FDIC-R is holding assets OUTSIDE of the "Washington Mutual receivership" to remain optimistic.

But, who is "Clark" from this quote?   Did the author mean Starke?  Or someone else completely?
--------------------
Zitat govinsider:
Think its actually 6.09...
www.boardpost.net/forum/...=dlattach;topic=7613.0;attach=1753
--------------------
Zitat jaysenese:
__________________________________________________
Quote from: boarddork on Yesterday at 05:56:52 PM
So, OK Mr FDIC, take something out for ol DB, I doubt the claims are as high as they had to guesstimate years ago..........any way, there are less than $25 Billion in claims against WMB entities, (WMB, WMBfsb, Thackeray, WAAC, WMMSC, etc) subtracted from the massive $240 Billion mortgages 'held in portfolio'.    
__________________________________________________
Probably a stupid question, but:

If, as boarddork says, the FDIC can or should take something from the 'R' pot for DB's claim, why wouldn't the FDIC also, now, take money from the 'R' pot for its' own claims and expenses?   Were all of the FDIC's claims against the WAMU estate negated by the exit from bankruptcy, or can they simply start drawing from the 'R' pot?
--------------------
Zitat kenwalker:
DB is the winner here. Some bad stuff they got stuck with in the 2008 crash that WaMu couldn't make good ( or replaced ) got pushed out for last 6 years ( in that light DB didn't win ). FDIC is the actual payer - had it been JPM they would have fought ( translation tied it up for who knows how long ) to still get FDIC to pay. It was an expense that no matter how you look at it, it was coming out of our "pot". Now that it's settled we can move on ............
--------------------
Zitat Tstaton123000:
If there is value for WMILT in this decision, then why would JPM have fought for getting rid of it?
--------------------
Zitat boarddork:
JPM didn't purchase nor receive ownership of mortgage assets.  Just servicing rights (not a piddly sum - was worth $6B annually to WMB earlier).  Why in the heck would JPM want to be on the hook for DB's liabilities when contractually, the holder/owner of the notes is?  JPM wants every buck it can get when its not stealing through rob-signing, fraudulent foreclosure, copy/pasting fraudulent assignments, etc.


That's my point, They will take their FDIC related claims out against WMB when reconciling the receivership, before WMILT/escrow could get theirs.   WMI claims were settled in the BK.  Inheritors of the WMI estate inherit any leftovers from WMB's receivership resolution.

And I also believe there is far more assets than liabilities in the WMB receivership when the mortgage assets held in "legal isolation and safe harbor" are taken into account (as acknowledge by Examiner Hotchberg).

The whole BK was kinda a bait-n-switch.  Everybody on the MB watches the BK, and the media follows the BK, and the stock traded upon the rise and fall BK, but the WMI family jewels were tucked away in "legal isolation and safe harbor" as the FDIC's hostage in case the mortgage armageddon was as bad as some thought.
--------------------
Zitatende

MfG.L:)

www.boardpost.net/forum/...php?topic=7613.msg106498#msg106498

Zitat CharlienDude bezugnehmend auf nachfolgende Post von jaysenese + reuters Artikelzitat:
__________________________________________________Quote from: jaysenese on Yesterday at 07:00:04 PM

Quote
Clark estimated that the Washington Mutual receivership has only $2.75 billion of assets to cover $6.07 billion of claims by holders of the bank's senior notes, plus whatever claim Deutsche Bank is allowed.

Thanks for this, gov!

This is a very strange line.  On the surface, of course, it is quite negative for 'R' theorists - you have to believe that the FDIC-R is holding assets OUTSIDE of the "Washington Mutual receivership" to remain optimistic.

But, who is "Clark" from this quote?   Did the author mean Starke?  Or someone else completely?
__________________________________________________
That $2.75B should be the original payment of $1.88B plus any tax refund monies the FDIC got.   I thought I always heard that those funds would be used for the WMB bondholders ... nothing else.    The WMB bondholders also got some other funds out of the GSA.  Wasn't it like $500MM?  


Then there's this part from the WSJ article:

But J.P. Morgan has other liabilities, including those related to a unit called Washington Mutual Mortgage Securities Corp., the judge ruled.

The receivership run by the FDIC isn’t made up of taxpayer dollars but is rather a certain amount of money that would then be divvied up among creditors, including J.P. Morgan and a number of hedge funds that bought debt as years passed.


What does that mean?   Is that journalist off on who is in line for the FDIC funds, such as confused with the GSA?   Or is that  ''number of hedge funds'' the ones that bought the WMB Bonds thinking they would somehow get money out of WMI?  
--------------------
Zitat amd4001967 zum reuters Artikel:
There are some things interesting to note in this article, 1st: the Judge is referring exclusively "to the main unit of Washington Mutual Inc." WMB , 2nd : "Collyer said JPMorgan assumed liability for disputed mortgages "only to the extent that Washington Mutual Bank reflected such liabilities at a stated book value" on its books as of Sept. 25, 2008, the day it was seized.", 3rd : "Collyer also ruled that JPMorgan did assume all mortgage repurchase liabilities of another unit it bought, Washington Mutual Mortgage Securities Corp." , here it is assumable that this "another unit it bought" was not included in the initial payment of 1.88 Billion and that the " another unit" ,"Washington Mutual Mortgage Securities Corp." , required a separate payment , 5th: " In a research note, CRT Capital analyst Kevin Starke said the decision could limit JPMorgan's obligations tied to the former Washington Mutual units to about $1.7 billion, including just $259 million at the main banking unit.", we know that WMI , as a consolidated entity in 6/30/2008 reported 240 Billion in mortgage portfolio , we know , now , that JPMC bought WMB and Washington Mutual Mortgage Securities Corp. , we also know , now , thanks to the research note by CRT Capital analyst Kevin Starke that the repurchase obligation by JPMC for this two units is only "$1.7 billion, including just $259 million at the main banking unit.", so then WMB repurchase obligation is only "$259 million"  and MMMSC is 1.441 Billion.

Washington Mutual Mortgage Securities Corp as of 3/31/14 had $59,745,605,415 in Total Assets in ABS by Originator as per this ABS-15G www.secinfo.com/dsbR9.nEy.d.htm#1stPage
, for which the repurchase obligation is less than 2.5% , it would be interesting to know if JPMC paid for this unit or if it was included in the original initial payment as per the P&AA.
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Zitat deekshant:
Thanks Amd. Take note, it doesn't say if it bought Washington Mutual Mortgage Securities Corp at book value or fair market value. Bottomline, whether it is book value or fmv, the issue of FMV remains open that FDIC is obligated to fulfill.
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Zitat kenwalker:
Has nothing to do with what you call "$R theory"? If you don't see that connection .................. why do you or I even care? Thank you for highlighting what is important. This was old WaMu obligations, who do you think was going to pay(?), FDIC - as a quasi governmental agency, where do you think the money to pay is coming from? Note the timing after 6 years and they've settled on an amount ............ kinda / sorta.

I've not cut and pasted a single thing here .............. I know that cut / pasting of facts is an annoyance but here it's just IMHO speculation ............ I've just expressed opinion. Actually it was Sleepless that accused me of "I have no doubt that Ken is an accomplished copy/paster and has executed that move perfectly, that's not what I was questioning" so you might want to double check next time ......................... I have trouble of keeping track of just one of me and what "I've said".
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Zitat  jidhh:
For me this means, that JPM is liable for DB-Wamu mortgages after all, but only up to the bookvalue as of Sep. 25, 2008. E.g.: If the bookvalue of the DB papers would have been $4 billion at that time, then JPM would owe $4 billion to DB and FDIC would owe $6 billion to DB.
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Zitat kenwalker:
What value DB thought they bought and the value WaMu showed as of 9/25/08 that's the benchmark so  "FDIC had previously argued that book value could include more than what was on the accounting records" is irrelevant.
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Zitat watsonmm:
Did you mean what JPM bought?
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Zitat kenwalker:
Deutsche Bank filed suit as trustee for these securitization trusts that were sold / purchased prior to 9/25/2008 ..............  FDIC as receiver must either repudiate or honor them. A point of contention could be the question of who has first choice: a) FDIC being able to substitute preforming for non-preforming ( BD explained this in detail ) or b) JPM having the option to purchase / "cherry pick" the loans they wanted. So what is JPM in all this? Actually I see JPM having very little involvement, I take it that Deutsche Bank was told to stand down while JPM was allowed 6 years to refi or purchase the loans they wanted. Blame this on a poorly written P&A or FDIC just having other battles to fight back then. FDIC was told to pay and they will pay with our money but it was our ( WaMu's ) product / contract so the only way were not going to pay is if we didn't have anything to pay with. Looks like we got money to pay with.
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Zitat azcowboy:
Well ? ... Wad, as usual and once again you are wrong' ... the word ... "waterfall" ... is an internet message board fabrication and descriptive of how the actions move forward' ... The process is a bit more involved than that simple description' ... waterfall" ... as we have already experienced'

We have already experienced the system working, outside of the in place issued LTI system within the Dime distributions ~ class 12 / class 21 recipients, and also, as we have already witnessed Tranche 5 General Unsecured Claims being addressed, prior to Tranche 4's finalizations and distributions ...

(oh and by the way' ... I never said that I sent material to the LT' ... only that I was sure the LT was up to date on issues moving forward' ... don't make things up ... it makes you look worse than you actually are')

... There are Three Designations Involved ...

The 1st; and easiest to watch, of course are the publically traded WMIH shares ~ 202m shares activated out of 500m available' ~ now, recently upgraded to 3.5 billion shares available ... and humorously, a publically traded shell of a company with two employees and eleven Board of Directors'

The 2nd; are current participants that have already been issued LTI' or Liquidating Trust Interests ... currently Tranche 4 participants or Piers (class 16) holders

The 3rd; are current participants that currently show (-esc) escrow tracking markers, within their brokerage accounts which were received for their submitted signed release ~ Feb 2012'
----------------------------

There is a distinct difference between a Plan 7 approved designated and capped creditor class recipient' which is currently receiving Liquidating Trust Interest Payments according to the attachment H' directive' ... class 16' (piers)

... and; ...

A participant that has an active claim against the estate' ...
Tranche 5 = General Unsecured ... and ... Tranche 6 = Equity' (class 19 and class 22)

So' ... what does this mean ?

Tranche 4; A class 16 holder of a Liquidating Trust Interests' has already had their recovery pre determined at a fixed number plus interest' and the class 16's did not receive escrow markers ... they are distinctly a creditor class'

Tranche 5; General Unsecured Claims against the estate' still to be finalized and determined'

Tranche 6; Equity class are the recipients of everything' ... existing, equity holders of (-esc) escrow tracking markers, ... may... be issued Liquidating Trust Interests in the future as the Trust continues to work through the ongoing issues' ... and ... also' an (-esc) escrow tracking marker holder' may receive returns via ... settled claims against the estate' ... Both' are possible' ... as future tense' ...

Remember' class 16, Tranche 4' ~ is a predefined creditor class and class 19 and class 22, Tranche 6' ~ are predetermined equity holders which continue to have unsettled claims against the estate'
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Zitat amd4001967:
From the P&AA at page 9 : "3.2 Asset Purchase Price."

"....Any Asset, asset of the Failed Bank subject to an option to purchase or other asset
purchased for which no purchase price is specified on Schedule 3.2 or otherwise herein shall be
purchased at its Book Value."

If JPMC bought Washington Mutual Mortgage Securities Corp ( the other unit)  must have paid book value for the assets of this subsidiary to the FDIC , there is no other way around,and this other unit , WMMSC, as of 3/31/14 had $59,745,605,415 in Total Assets in ABS by Originator as per this ABS-15G www.secinfo.com/dsbR9.nEy.d.htm#1stPage then, draw your own conclutions.
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Zitatende

MfG.L:)

www.boardpost.net/forum/...php?topic=7613.msg106559#msg106559

Zitat govinsider:
Judge Collyer said in her opinion that J.P. Morgan is responsible only for liabilities reflected in so-called book value on WaMu’s financial accounting records as of Sept. 25, 2008. The FDIC had previously argued that book value could include more than what was on the accounting records.
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Zitat Uncle_Bo:
Just an observation, what we see here is the use of the "moniker" as AZ has pointed multiple times - WaMu's. Also it appears to me that if one was to admit that there were indeed WMI Holding Co assets taken then the FDIC may be attempting to argue that JPM is holding them even though they are not on the WMB books and therefore they are liable.

All IMO,

Uncle Bo
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Zitat azcowboy:
Bo, ... That is correct' ...

What we have all been witnessing' for some seven years now, has been a very careful consideration of the utilization and use' of an ... "advertising moniker" ... WaMu' ...

... Some people have thought this presentation to be merely a flippant inclusion ? ... I highly doubt it' ... The utilization of the descriptive ... "WaMu" ... in each and every reference, as been carefully considered'

~ There is not one legal entity registered under the advertising moniker "WaMu" ~

just sayin
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Zitat  raggstwitches:
Good catch uncle bo.  As everybody is aware, using the term "WAMU" is all encompassing when it is necessary for your argument that you include everything associated with Washington Mutual, but it is also convenient to use the term "WAMU" when you want to exclude certain pieces of the company when your argument would fail otherwise.  Quite a useful term don't you think?  So in the context of the original statement, are they using the all-encompassing form of WAMU or are they using the other WAMU term that excludes the part of the company that hurts AZ's argument?  I tend to get the 2 confused.
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Zitat WithCatz:
So remind me, which way is 'WaMu' being interpreted?   As the parent / WMI?   Or as the Bank / WMB?

Or is it different depending on the context of when it ('WaMu') appears?


Scary Raggs  -- we both had the same q pop in our heads at the same time ...
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Zitat azcowboy:
... Both' scary and potentially costly' ...

~ WaMu ~ will continue to be used up to and until, a distinction becomes necessary ... obviously, not (quite) yet'

soon though, in my opinion
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Zitat WithCatz:
Should I take it then, that in any place we read "WaMu" -- it can mean the parent, or the bank, or potentially both?

Also, what did you mean by 'potentially costly' -- I didn't follow.
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Zitat Sgtofarmsone:
My two cents.  There were over 2,239 branches of WaMu Banks around the Nation when they were seized.  Probably one WMI headquarters.  The term WaMu incorporated WMI Inc and the Banks, but most of the assets were held by the banks.  Here is just a little reminder..

"As of June 30, 2008, Washington Mutual Bank  had total assets of US$307 billion, with 2,239 retail branch offices operating in 15 states, with 4,932 ATMs, and 43,198 employees. It held liabilities in the form of deposits of $188.3 billion, and owed $82.9 billion to the Federal Home Loan Bank, and had subordinated debt of $7.8 billion. It held as assets of $118.9 billion in single-family loans, of which $52.9 billion were "option adjustable rate mortgages" (Option ARMs), with $16 billion in subprime mortgage loans, and $53.4 billion of Home Equity lines of Credit (HELOCs) and credit cards receivables of $10.6 billion. It was servicing for itself and other banks loans totaling $689.7 billion, of which $442.7 were for other banks. It had non-performing assets of $11.6 billion, including $3.23 billion in payment option ARMs and $3.0 billion in subprime mortgage loans."
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Zitat azcowboy:
.. No, ... the utilization of the term ~ WaMu ~ is used specifically to not give any specific legal reference to any defined entity' ...

again' ... there are no legal entities registered under the advertising moniker ... "WaMu' ... None' ...

Do not assume' ... confine your text reading to the ... "literal" ... nothing added or removed' ... consider the term ... WaMu ... to be no more or no less than it actually is' ... an advertising moniker'

Since the very beginning' ... Sept 2008' ...' only the defined legal separation between the FDIC seized financial entity, WMB and the WMI Parents BK filing ... actually matter
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Zitat azcowboy:
ADDED;

~ WaMu ~ was NOT seized by the FDIC back in Sept of 2008' ... WMB (state bank) was seized ~

~ WaMu ~ did NOT file for Bankruptcy Protection' in the Delaware Federal System' back in Sept of 2008' ... WMI (Washington Mutual Incorporated, the parent) ... filed for Bankruptcy' Protection ~

~ WaMu ~ did NOT exit Delaware Bankruptcy Protection under a Court Approved Reorganization' ... WMI' (Washington Mutual Incorporated, the parent) ... exited Bankruptcy under an approved reorganization
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Zitatende

MfG.L:)

www.boardpost.net/forum/...php?topic=7613.msg106573#msg106573

Zitat WithCatz bezugnehmend auf User azcowboy`s Post`s im obigen letzten Absatz:
Is this right?

We should take any reference to "WaMu" as irrelevant?  A specific 'advertising moniker' that the writers of whatever document, intentionally chose -- and it doesn't mean anything.   Since it's never been a legal entity at all.    

That makes, for all intents and purposes, any document or reference to "WaMu" null and void?
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Zitat azcowboy:
"We should take any reference to "WaMu" as irrelevant?"

~ Whatever' ~ doesn't matter' what we does' ... we' ~ can also refer to me as a "unicorn" if we wants' to ... it doesn't actually make me one' ...

... If any reference made by the court within any legal filing or decision' is confusing to you or we or anyone ? ... You and we have the absolute right to file to the court for "clarity" ...

Me ? I'm fine with it all'
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Zitat CSNY:
The term "WaMu" is nothing but a contraction used as shorthand.  Humans love using shorthand expressions such as acronyms or contractions.  As you point out there were no WaMu entities.  A lawyer or judge would use 'WaMu' in a document after defining it (usually, though not always) to mean WMB.
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Zitat xfidfed1:
AZ- The following information may help to explain the continual use of the term “WaMu”, and (in support of your view on this matter) why it should not be considered specific to only “WMB”:

C. Jack Read, a pre-seizure WMB officer, who then immediately became a JPMC employee, stated the following (as a JPMC employee) at the beginning of his July 22, 2009 “Declaration of C. Jack Read”:

“…3. In my role with WMB, I not only worked on state and local tax issues, I also worked on federal tax planning and on transactions.  As a result, I am familiar with the tax policies and accounting that were used by Washington Mutual Inc. (“WMI”), WMB, and their respective subsidiaries and affiliates, including Washington Mutual Bank, fsb (“WMB fsb”) (collectively, the “WaMu Group”)…

www.scribd.com/doc/66284981/...unsel-for-JPMorgan-Chase#scribd
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Zitat azcowboy:
Thanks X'

I'll just hold with this as a basis'

~ WaMu ~ was NOT seized by the OTS / FDIC back in Sept of 2008' ... WMB (state bank) was seized ~

~ WaMu ~ did NOT file for Bankruptcy Protection' in the Delaware Federal System' back in Sept of 2008' ... WMI (Washington Mutual Incorporated, the parent) ... filed for Bankruptcy' Protection ~

~ WaMu ~ did NOT exit Delaware Bankruptcy Protection under a Court Approved Reorganization' ... WMI' (Washington Mutual Incorporated, the parent) ... exited Bankruptcy under an approved reorganization
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Zitatende

MfG.L:)

www.boardpost.net/forum/...php?topic=7613.msg106598#msg106598

Zitat Uncle_Bo:

What has been "seized" by the FDIC is the opportunity to use a smoke screen and provide a suitable narrative to the public  for the actions taken while the receivership is being resolved. The smoke, however, has began to clear with JPM's R-203 filing and now the DB ruling which assigned the liability to the (assets with) FDIC. We again see references to "sealed documents" in this decision - IMO this is necessary in order to be able to maintain the narrative until the appropriate time has finally arrived.

Uncle Bo
**************************************************
Bing Übersetzung:
Was wurde "beschlagnahmt" durch die FDIC ist die Möglichkeit, eine Nebelwand zu verwenden und bieten eine geeignete Erzählung der Öffentlichkeit für die Aktionen während der Konkurs aufgelöst wird. Der Rauch hat begann jedoch löschen mit dem JPM's R-203 Einreichung und jetzt der DB, die Regierenden, die die Haftung der FDIC (mit Anlagen) zugeordnet. Wieder sehen wir Verweise auf "versiegelte Dokumente" in dieser Entscheidung - Dies ist notwendig um in der Lage, die Erzählung zu belassen, bis der geeignete Zeitpunkt endlich angekommen ist, IMO.
Onkel Bo
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Zitatende

MfG.L:)

www.boardpost.net/forum/...php?topic=7613.msg106612#msg106612

Zitat boarddork:

Thanks UB, that's exactly it, and what AZ is saying.   The FDIC doesn't want to paint itself into a corner, so it uses 'WAMU'.   The FDIC uses WAMU as a smoke screen to blur the DUAL TRACKing of 2 separate and concurrent process:  


1)   Process 1:   The WMB receivership and reconciliation of assets vs claims, leading to a specific conclusion that independently could benefit equity escrow who released.   That is one source of a HLCE.

2)   Process 2:   The WMI bankruptcy and the reconciliation of assets vs liabilities settled in the POR7/GSA.  This is a second concurrent and ongoing process that independently could benefit equity escrow who released.  That is the second source of a HLCE.


It's amazing that 7 years later, some continue to muddy the waters of the two process, sort of like the 'WAMU smokescreen' the FDIC uses to muddy the waters of asset ownership.  There is no other question left to answer, other than how much.  

And for 'how much', lets start back at the beginning at the SEC with the WMI consolidated filing entities,,..........yep, plenty left over.

Zitatende

MfG.L:)

www.boardpost.net/forum/...php?topic=7631.msg106879#msg106879

Zitat Mr_Simpson:
Monday June 8th, 15th, 22nd, 29th, July 6th...one of those has some great news awaiting for us after so long. I cant think of a better way to start the week... receive a nice PR with the Plans ahead. Its coming.... there are very hungry sharks that have waited just as long as we have... there are 2 Top new execs that want their 1.77 Millions shares (each), investors that want returns for their $600 Million...FDIC & JPM that want this over... with a new law coming July 1st... Old CEO & bunch agreeing to no appeals... what else? I dont know so many things coming together after 3 year mark its mind boggling but...at the end...we will prevail

so... come on! "SHOW ME THE MONEYYYYYYYYYYY"    



I have the feeling it will not be bad...  

PART 340—RESTRICTIONS ON SALE OF ASSETS OF A FAILED INSTITUTION BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
This final rule is effective July 1, 2015.
www.fdic.gov/regulations/laws/rules/...html#fdic2000part340.1

§ 340.1  What is the statutory authority for the regulation, what are its purposes and scope, and can the FDIC have other policies on related topics?

(a)  Authority.  The statutory authority for adopting this part is section 11(p) of the Federal Deposit Insurance Act (FDI Act), 12 U.S.C. 1821(p). Section 11(p) was added to the FDI Act by section 20 of the Resolution Trust Corporation Completion Act (Pub. L. 103--204, 107 Stat. 2369 (1993)).

(b)  Purpose.  The purpose of this part is to prohibit individuals or entities who profited or engaged in wrongdoing at the expense of an insured institution, or seriously mismanaged an insured institution, from buying assets of failed financial institutions from the FDIC.

(c)  Scope.  The restrictions of this part generally apply to assets of failed institutions owned or controlled by the FDIC in any capacity, even though the assets are not owned by the insured institution that the prospective purchaser injured. Unless we determine otherwise, this part does not apply to the sale of securities in connection with the investment of corporate and receivership funds pursuant to the Investment Policy for Liquidation Funds managed by the FDIC as it is in effect from time to time. In the case of a sale of securities backed by a pool of assets that may include assets of failed institutions by a trust or other entity, this part applies only to the sale of assets by the FDIC to an underwriter in an initial offering, and not to any other purchaser of the securities.

(d)  The FDIC retains the authority to establish other policies restricting asset sales.  Neither section 11(p) of the FDI Act nor this part in any way limits the authority of the FDIC to establish policies prohibiting the sale of assets to prospective purchasers who have injured any failed financial institution, or to other prospective purchasers, such as certain employees or contractors of the FDIC, or individuals who are not in compliance with the terms of any debt or duty owed to the FDIC. Any such policies may be independent of, in conjunction with, or in addition to the restrictions set forth in this part.
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Zitatende

MfG.L:)